F-4/A

As filed with the U.S. Securities and Exchange Commission on November 24, 2023

Registration No. 333-275381

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LEDDARTECH HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Quebec	7372	Not applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

LeddarTech Inc.
4535, boulevard Wilfrid-Hamel, Suite 240
Quebec G1P 2J7, Canada
(418) 653-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

LeddarTech USA Inc.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington DE 19801
(418) 653-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John T. Blatchford
Kenneth Gerasimovich
Christopher G. Barrett
Vedder Price P.C.
222 North LaSalle Street
Chicago, IL 60601
Tel: (312) 609-7500 Pierre-Yves Leduc
Julien Michaud
Stikeman Elliott LLP
1155 René-Lévesque Blvd.
West, 41^st Floor
Montréal, Quebec H3B 3V2
Tel: (514) 397-3000 Shahir Guindi
Bastien Gauthier
Jeremy Brisset
Osler, Hoskin & Harcourt LLP
1000 De la Gauchetière Street West, Suite 2100
Montréal, Québec H3B 4W5
Tel: (514) 904-8100 Joel L. Rubinstein
Daniel E. Nussen
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-275381) is filed solely to amend Item 21 of Part II thereof and to file certain exhibits thereto. This Amendment No. 1 does not modify any provision of the preliminary proxy statement/prospectus contained in Part I. Accordingly, the preliminary proxy statement/prospectus has been omitted. 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Under the CBCA and the bylaws to be adopted in connection with the Business Combination, the Surviving Company must indemnify its current or former directors or officers or another individual who acts or acted at its request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with Surviving Company or another entity. The CBCA also provides that Surviving Company may advance monies to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual must repay the monies if the individual does not fulfill the conditions described below.

Indemnification is prohibited under the CBCA unless the individual:

● acted honestly and in good faith with a view to the Surviving Company’s best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Surviving Company’s request; and

● in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

The CBCA and the Surviving Company bylaws to be adopted in connection with the Business Combination authorize the Surviving Company to purchase and maintain insurance for the benefit of each of its current or former directors or officers and each person who acts or acted at the Surviving Company’s request as a director, officer or an individual acting in a similar capacity of the Surviving Company, or of any subsidiary of the Surviving Company.

In addition, the Surviving Company intends to enter into separate indemnity agreements with each of its directors and officers. These indemnity agreements, among other things, will require the Surviving Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as a director or officer, or any subsidiary of the Surviving Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

The Surviving Company has or will maintain insurance on behalf of its directors and executive officers.

Item 21. Exhibits and Financial Statement Schedules

Exhibit Index

Exhibit	Description
2.1††	Business Combination Agreement, dated as of June 12, 2023, by and among Prospector Capital Corp., LeddarTech Inc. and LeddarTech Holdings Inc. (included as Annex A to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference).*
2.2††	Amendment No. 1 to Business Combination Agreement, dated as of September 25, 2023, by and among Prospector Capital Corp., LeddarTech Inc. and LeddarTech Holdings Inc. (included as Annex A-1 to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference)*
3.1	Form of Articles and By-laws of Prospector Capital Corp., as continued under the laws of Canada (included as Annex D to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference).*

II-1

Exhibit	Description
3.2	Form of Amended and Restated Articles and By-laws of LeddarTech Holdings Inc. (included as Annex E to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference).*
3.4	Amended and Restated Memorandum and Articles of Association of Prospector Capital Corp.(1)
4.1	Specimen Common Share Certificate of LeddarTech Holdings Inc.**
4.2	Specimen Warrant Certificate of LeddarTech Holdings Inc.**
4.3	Warrant Agreement, dated as of January 7, 2021, between Continental Stock Transfer & Trust Company and Prospector Capital Corp.(1)
4.4	Form of Warrant Amendment Agreement by and among Prospector Capital Corp., LeddarTech Holdings Inc. and Continental Stock Transfer & Trust Company.**
5.1	Opinion of Stikeman Elliott LLP.**
5.2	Opinion of Vedder Price P.C.**
8.1	Tax Opinion of White & Case LLP.***
10.1	Subscription Agreement, dated as of June 12, 2023, among LeddarTech and the PIPE Investors.*
10.2	Amendment to the Subscription Agreement, dated as of October 30, 2023, among LeddarTech and the PIPE Investors.*
10.3	Sponsor Letter Agreement, dated as of June 12, 2023, among Prospector Capital Corp., LeddarTech Inc., LeddarTech Holdings Inc., Prospector Capital Sponsor, LLC and the other individuals party thereto (included as Annex I to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference).*
10.4	Amended and Restated Financing Offer dated as of April 5, 2023 (“Desjardins Financing Offer”) among LeddarTech Inc., Fédération des caisses Desjardins du Québec (“Desjardins”) and VayaVision Sensing Ltd. (“VayaVision”).*
10.5	First Amendment to Desjardins Financing Offer dated May 1, 2023 among LeddarTech Inc., Desjardins and VayaVision.*
10.6	Second Amendment to Desjardins Financing Offer dated May 31, 2023 among LeddarTech Inc., Desjardins and VayaVision.*
10.7	Third Amendment to Desjardins Financing Offer dated September 29, 2023 among LeddarTech Inc., Desjardins and VayaVision.*
10.8	Fourth Amendment to Desjardins Financing Offer dated October 13, 2023 among LeddarTech Inc., Desjardins and VayaVision.*
10.9	Fifth Amendment to Desjardins Financing Offer dated October 20, 2023 among LeddarTech Inc., Desjardins and VayaVision.*
10.10	Sixth Amendment to Desjardins Financing Offer dated October 31, 2023 among LeddarTech Inc., Desjardins and VayaVision.*
10.11	Loan Offer dated as of January 23, 2020 (“IQ Loan Offer”) among LeddarTech Inc. and Investissement Quebec (“IQ”).*
10.12	Amendment to the IQ Loan Offer dated as of March 29, 2021, among LeddarTech Inc. and IQ.*
10.13	Bridge Loan Agreement dated May 1, 2023 among LeddarTech Inc. and IQ.*
10.14	Amendment to IQ Loan Offer dated as of June 12, 2023 between LeddarTech Inc. and IQ.*
10.15†	Form of AmalCo 2023 Incentive Award Plan.**
10.16	Form of Investor Rights Agreement among LeddarTech Holdings Inc. and Investissement Québec (included as Annex G to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference).*
10.17	Form of Registration Rights Agreement among LeddarTech Holdings Inc. and the parties named therein (included as Annex H to the proxy statement/prospectus, which is a part of this Registration Statement, and incorporated herein by reference).*
10.18	Employment Agreement dated as of November 14, 2014, as subsequently amended, between LeddarTech and Charles Boulanger.*
10.19	Executive Employment Agreement dated as of October 1, 2023 between LeddarTech and Franz Saintellemy.**
10.20	Employment Agreement dated as of June 20, 2022 between LeddarTech and David Torralbo.*

II-2

Exhibit	Description
10.21	Executive Employment Agreement dated as of September 20, 2023 between LeddarTech and Christopher Stewart.**
21.1	List of Subsidiaries**
23.1	Consent of WithumSmith+Brown, PC*
23.2	Consent of Ernst & Young LLP.*
23.3	Consent of Stikeman Elliott LLP (included in Exhibit 5.1).**
23.4	Consent of Vedder Price P.C. (included in Exhibit 5.2).**
23.5	Consent of White & Case LLP (included in Exhibit 8.1).***
99.1	Form of Proxy Card.**
99.2	Consent of Frantz Saintellemy.*
99.3	Consent of Charles Boulanger.*
99.4	Consent of Derek Aberle.*
99.5	Consent of Nick Stone.*
99.6	Consent of Michelle Sterling.*
99.7	Consent of Yann Delabrière.*
99.8	Consent of Current Capital Securities LLC*
107	Filing Fee Table*

* Previously filed.

**	Filed herewith.
***	To be filed by amendment.

† Indicates management contract or compensatory plan or arrangement.

†† Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

(1) Previously filed as an exhibit to Prospector’s Registration Statement on Form S-1, as amended (File No. 333-251523).

Item 22. Undertakings

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-3

That, for the purpose of determining any liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

● Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

● Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

● The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

● Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The registrant undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purposes of responding to such requests. The undertaking in subparagraph (i) above include information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form F-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Quebec, Canada, on November 24, 2023.

LEDDARTECH HOLDINGS INC.
By:	/s/ Charles Boulanger
Name:	Charles Boulanger
Title:	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated:

Signature	Title	Date
/s/ Charles Boulanger	Chief Executive Officer	November 24, 2023
Charles Boulanger	(Principal Executive Officer) and Director
/s/ Christopher P. Stewart	Chief Financial Officer	November 24, 2023
Christopher P. Stewart	(Principal Financial Officer)
/s/ Claude Savard	Chief Accounting Officer	November 24, 2023
Claude Savard	(Principal Accounting Officer)

II-5

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of LeddarTech Holdings Inc., has signed this registration statement in the City of Newark, State of Delaware on November 24, 2023.

LeddarTech USA Inc.
By:	/s/ Charles Boulanger
Name:	Charles Boulanger
Title:	Director

II-6

EX-4.1

Exhibit 4.1

N° SHARES

LEDDARTECH HOLDINGS INC.

(the “Corporation”)

Governed by the Canada Business Corporations Act

(the “Act”)

THIS CERTIFICATE ATTESTS THAT		is the holder of
	shares of the Corporation.

The shares represented by this certificate are subject to:

☒	restrictions on their transfer as indicated in the articles of the Corporation;
☐	a charge in favour of the Corporation;
☐	unanimous shareholder agreement;
☐	endorsement in accordance with section 190(10) of the Act.

On demand by the shareholder, the Corporation will furnish, without charge, a full copy of the text of:

i) the rights, privileges, restrictions and conditions attached to each class or series of shares represented by this certificate and authorized to be issued and, if required;

ii) the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

IN WITNESS WHEREOF, this certificate has been duly signed on behalf of the Corporation in accordance with the Act and the by-laws of the Corporation.

Dated this ______________ day of _________________________ 20 _______

Director or Officer

EX-4.2

Exhibit 4.2

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

LeddarTech Holdings Inc.

Incorporated Under the Laws of Canada

CUSIP [●]

Warrant Certificate

This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase common shares, $0.01 par value per share (“Common Shares”), of LeddarTech Holdings Inc., a Canadian corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable Common Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Common Share. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Common Share, the Company shall, upon exercise, round down to the nearest whole number the number of Common Shares to be issued to the Warrant holder. The number of Common Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

The initial Exercise Price per one Common Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

LEDDARTECH HOLDINGS INC.
By:
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
AS WARRANT AGENT
By:
	Name:
	Title:

2

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [                 ] Common Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of January 7, 2021 and as amended as of [●], 2023 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Common Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Common Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Common Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a Common Share, the Company shall, upon exercise, round down to the nearest whole number of Common Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

3

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [                ] Common Shares and herewith tenders payment for such Common to the order of LeddarTech Holdings Inc. (the “Company”) in the amount of $[                ] in accordance with the terms hereof. The undersigned requests that a certificate for such Common Shares be registered in the name of [                ], whose address is [                ] and that such Common Shares be delivered to [                ] whose address is [                ]. If said [                ] number of Common Shares is less than all of the Common Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Common Shares be registered in the name of [                ], whose address is [                ] and that such Warrant Certificate be delivered to [                ], whose address is [                ].

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Common Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Common Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Common Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Common. If said number of shares is less than all of the Common purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Common Shares be registered in the name of [                ], whose address is [                ] and that such Warrant Certificate be delivered to [                ], whose address is [                ].

[Signature Page Follows]

4

Date: [                ], 20

(Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

5

EX-4.4

Exhibit 4.4

FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

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”).

RECITALS

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of January 7, 2021, and filed with the United States Securities and Exchange Commission as part of a registration statement on Form S-1 on December 18, 2020 (as amended, including all Exhibits thereto, the “Existing Warrant Agreement”);

WHEREAS, the Company has issued and sold 10,833,333 redeemable warrants as part of units to public investors in a public offering (the “Public Warrants”) to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), with each whole Public Warrant being exercisable for one Class A Ordinary Share and with an exercise price of $11.50 per share;

WHEREAS, the Company has issued and sold 5,666,667 redeemable warrants in private placement transactions (the “Private Placement Warrants”, and, together with the Public Warrants, the “Warrants”) to purchase one Class A Ordinary Share, with each whole Warrant being exercisable for one Class A Ordinary Share and with an exercise price of $11.50 per share;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, the Company, Newco, and LeddarTech entered into that certain Business Combination Agreement, dated as of June 12, 2023, as amended on September 25, 2023 (as may be amended and/or restated from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the provisions of the Business Combination Agreement, among other things, the Company and Newco will amalgamate into Amalco and, following completion of such amalgamation, LeddarTech and Amalco will amalgamate (as amalgamated, the “Surviving Company”) with all of the issued and outstanding shares in the capital of Amalco exchanged for shares in the Surviving Company (collectively, the “Surviving Company Shares”), the whole pursuant to a statutory plan of arrangement under the provisions of the Canada Business Corporations Act, upon and subject to the terms and conditions set forth in the Business Combination Agreement;

WHEREAS, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants are no longer exercisable for Class A Ordinary Shares but instead are exercisable (subject to the terms and conditions of the Existing Warrant Agreement, as amended hereby) for Surviving Company Shares;WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement constitutes a “Business Combination” (as such term is defined in the Existing Warrant Agreement);

WHEREAS, as provided in Section 9.8 of the Existing Warrant Agreement, the Company may extend the duration of the Exercise Period (as such term is defined in the Existing Warrant Agreement) pursuant to Section 3.2 of the Existing Warrant Agreement without the consent of the Registered Holders;

WHEREAS, the Company desires to extend the duration of the Exercise Period (the “Extension”) to permit the Warrants to be exercised at the time of the consummation of the Business Combination;

WHEREAS, each of the Company, LeddarTech and Amalco has obtained all necessary corporate approvals to enter into this Agreement and to consummate the transactions contemplated herein (including the assignment and assumption of the Existing Warrant Agreement and the related issuance of each Warrant, and exchange thereof for a warrant to subscribe for Surviving Company Shares on the conditions set out herein, and the exclusion of any pre-emptive rights in that respect) and by the Existing Warrant Agreement;

WHEREAS, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Amalco, which will subsequently assign all of its right, title and interest in the Existing Warrant Agreement to the Surviving Company, and Amalco wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders of the Warrants.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

ARTICLE I

ASSIGNMENT AND ASSUMPTION; CONSENT.

Section 1.1 Assignment and Assumption. The Company hereby assigns to Amalco all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) and Amalco hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the execution of this Agreement, in each case, effective immediately following the completion of the amalgamation. Amalco will subsequently assign all of its right, title and interest in and to the Existing Warrant Agreement (as amended hereby) to the Surviving Company. As a result of the preceding sentence, effective immediately following the completion of the amalgamation and the subsequent assignment to the Surviving Company, each Warrant will be exchanged for a warrant to subscribe for Surviving Company Shares pursuant to the terms and conditions of the Existing Warrant Agreement (as amended hereby).

Section 1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Amalco and the Surviving Company pursuant to Section 1.1 hereof effective immediately following the completion of the amalgamation, and the assumption of the Existing Warrant Agreement by Amalco (followed by the Surviving Company) from the Company pursuant to Section 1.1 hereof effective immediately following the completion of the amalgamation, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the amalgamation, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.

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ARTICLE II

AMENDMENT OF EXISTING WARRANT AGREEMENT

The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Article II, effective immediately upon the completion of the amalgamation, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Article II are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders.

Section 2.1 Preamble. All references to “Prospector Capital Corp., a Cayman Islands exempted company” in the Existing Warrant Agreement shall refer instead to “LeddarTech Holdings Inc., a corporation existing under the laws of Canada”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to the Surviving Company rather than to Prospector Capital Corp.

Section 2.2 Reference to Prospector Shares. All references to “Ordinary Shares” in the Existing Warrant Agreement shall be references to Surviving Company Shares rather than to Prospector Ordinary Shares.

Section 2.3 Duration of Warrants. Section 3.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows to effectuate the Extension:

A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the the date on which the Company completes a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”) and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant in the event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

Section 2.4 Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:

LeddarTech Inc.

4535, boul. Wilfrid-Hamel, Suite 240

Québec QC G1P 2J7

Attention: [●]

Email: [●]

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ARTICLE III

MISCELLANEOUS PROVISIONS

Section 3.1 Effectiveness of Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be contingent upon the occurrence of the amalgamation.

Section 3.2 Examination of the Existing Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder (as such term is defined in the Existing Warrant Agreement) of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

Section 3.3 Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

Section 3.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

Section 3.5 Entire Agreement. Except to the extent specifically amended or superseded by the terms of this Agreement, all of the provisions of the Existing Warrant Agreement shall remain in full force and effect, as assigned and assumed by the parties hereto, to the extent in effect on the date hereof, and shall apply to this Agreement, mutatis mutandis. This Agreement and the Existing Warrant Agreement, as assigned and modified by this Agreement, constitutes the complete agreement between the parties and supersedes any prior written or oral agreements, writings, communications or understandings with respect to the subject matter hereof.

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IN WITNESS WHEREOF, the Company, LeddarTech, Amalco and the Warrant Agent have duly executed this Agreement, all as of the date first written above.

PROSPECTOR CAPITAL CORP.

By:

Name: 

Title:

LEDDARTECH INC.

By:

Name:

Title:

LEDDARTECH HOLDINGS INC.

By:

Name:

Title:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

Name:

Title:

5

EX-5.1

Exhibit 5.1

 

November 24, 2023

LeddarTech Holdings Inc.

4535, boulevard Wilfrid-Hamel, Suite 240

Québec G1P 2J7, Canada

Dear Sirs/Mesdames:

Re: LeddarTech Holdings Inc. - Registration Statement on Form F-4

We have acted as Canadian counsel for LeddarTech Holdings Inc. (the “Corporation”), a corporation governed by the Canada Business Corporations Act, in connection with the transactions contemplated by a business combination agreement dated as of June 12, 2023 (as amended on September 25, 2023, the “BCA”) by and among Prospector Capital Corp. (“Prospector”), the Corporation and LeddarTech Inc. (“LeddarTech”). The Corporation filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “Commission”) on November 8, 2023 (as further amended through to the date of this opinion, the “Registration Statement”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of (i) 24,406,752 common shares in the capital of the Surviving Company (as defined below) (“Common Shares”) issuable pursuant to the BCA and the Plan of Arrangement (the “Arrangement Shares”); (ii) 10,833,333 Common Shares (the “Warrant Shares”) issuable pursuant to and in accordance with the warrants to purchase Common Shares (the ”Warrants”) to be issued pursuant to the Plan of Arrangement and governed by the warrant agreement dated as of January 7, 2021 (the “Warrant Agreement”) by and between Prospector and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”), as the same will be amended by a warrant amendment agreement (the “Warrant Amendment Agreement” and, together with the Warrant Agreement, the “Warrant Documents”) to be entered into by and among Prospector, the Surviving Company and the Trustee to be effective following the closing (the “Closing”) of the transactions contemplated by the BCA, including, without limitation, (a) the continuance of Prospector from the Cayman Islands to the laws of Canada (as so continued, “Prospector Canada”), (b) the amalgamation (the “Prospector Amalgamation”) of Prospector Canada and the Corporation (as so amalgamated, “Amalco”), (c) the acquisition by Amalco of all of the issued and outstanding shares of LeddarTech, and (d) the amalgamation (the “Company Amalgamation”) of Amalco and LeddarTech (as so amalgamated, the “Surviving Company”); (iii) the Warrants; and (iv) 4,400,106 common shares underlying convertible notes of the Corporation.

Terms used in this opinion that are defined in the BCA, and are not otherwise defined herein, have the same meanings herein as in the BCA.

Materials Reviewed

We have examined originals or copies, certified or otherwise identified to our satisfaction, of each of the following documents:

(a) the Registration Statement;

(b) the BCA included in the Registration Statement;

(c) the Plan of Arrangement;

(d) resolutions of the directors of the Corporation approving, among other things, the BCA and the transactions contemplated thereby;

(e) the Company Arrangement Resolution;

(f) the interim and final orders of the Superior Court of Québec dated October 4, 2023 and November 8, 2023, respectively, approving, in the case of the Final Order, the Arrangement;

(g) the form of Warrant Amendment Agreement included in the Registration Statement;

(h) the articles of incorporation of the Corporation and the form of articles of amendment thereto to be effective at Closing and included in the Registration Statement (collectively, the “Articles of Incorporation”); and

(i) the form of articles of amalgamation giving effect to the Prospector Amalgamation and the Company Amalgamation (collectively, the “Articles of Amalgamation”) contained in the Articles of Arrangement (as defined below).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed below.

Assumptions and Fact Reliance

We have assumed:

(a) the genuineness of all signatures on all documents examined by us and the legal capacity of all natural persons;

(b) the authenticity of all documents submitted to us as originals;

(c) the conformity to original documents of all documents submitted to us as copies, whether facsimile, electronic, photostatic, certified or otherwise, and the authenticity of the originals of such copies;

(d) the accuracy, currency and completeness of the indices and filing systems maintained at the public offices, registries and websites where we have searched or made inquiries or have caused searches or enquiries to be made and of the information and advice provided to us by appropriate government, regulatory and other like officials with respect to those matters referred to herein;

(e) Prospector has fulfilled all of its obligations under the BCA and Prospector Shareholder Approval has been obtained;

(f) the Warrant Agreement has been duly authorized, executed and delivered by, and constitutes, a valid and legally binding obligation of, each of the parties thereto enforceable against each of them in accordance with its terms under the laws of the State of New York;

(g) the Warrant Amendment Agreement will, at the relevant time for the purposes of the opinions expressed in paragraphs (a) and (c) below, be duly authorized, executed and delivered by, and constitute, a valid and legally binding obligation of, each of the parties thereto enforceable against each of them in accordance with its terms under the laws of the State of New York;

(h) Surviving Company will authorize, and reserve for issuance, the Warrant Shares upon the exercise of the Warrants in accordance with their terms;

(i) the articles of arrangement giving effect to the Arrangement (the “Articles of Arrangement”) will be in the form prescribed under the Canada Business Corporations Act;

(j) that insofar as any obligation under any of the Warrant Documents is to be performed in any jurisdiction outside of the Province of Québec, its performance will not be illegal or unenforceable by virtue of the laws of that other jurisdiction;

(k) the terms used in any of the Warrant Documents have the same meanings under the laws of the Province of Québec as they do under the laws of the State of New York and would be interpreted and understood under the laws of the Province of Québec in the same way as they are interpreted and understood under the laws of the State of New York;

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(l) the provisions of any instrument evidencing the Warrants will be consistent in all respects with the provisions of the Warrant Documents; and

(m) the Registration Statement will be effective and comply with all applicable laws.

We have relied upon certificates of officers of the Corporation, copies of which have been provided to you, with respect to the accuracy and completeness of the factual matters contained therein, which factual matters have not been independently investigated or verified by us.

Where our opinion expressed herein refers to the Arrangement Shares and Warrant Shares having been issued as being “fully-paid and non-assessable”, such opinion assumes that all required consideration (in whatever form) has been paid. No opinion is expressed as to the adequacy of any consideration received.

Applicable Laws

The opinions expressed below are restricted to the laws of the Province of Québec and the laws of Canada applicable therein.

Opinions

Based upon and relying on the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that, on the date hereof:

(a) Following the Articles of Arrangement becoming effective and the completion of the Prospector Amalgamation, the Company Amalgamation and each of the other transactions contemplated by the Plan of Arrangement in accordance with the terms thereof, the execution, delivery, and performance of the Warrant Amendment Agreement by the Surviving Company will not violate the Articles of Amalgamation, the Articles of Arrangement or any provincial statute or regulation in force in the Province of Québec or any federal statue or regulation of Canada applicable in the Province of Québec.

(b) Following the Articles of Arrangement becoming effective and the completion of the Prospector Amalgamation, the Company Amalgamation and each of the other transactions contemplated by the Plan of Arrangement in accordance with the terms thereof, the Surviving Company will have taken all necessary corporate action to authorize the issuance of the Arrangement Shares and, when issued and delivered in accordance with the terms of the Plan of Arrangement, the Arrangement Shares will be validly issued as fully paid and non-assessable Common Shares.

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(c) Following the Articles of Arrangement becoming effective and the completion of the Prospector Amalgamation, the Company Amalgamation and each of the other transactions contemplated by the Plan of Arrangement in accordance with the terms thereof, upon the exercise of the Warrants in accordance with their terms and the terms of the Warrant Documents, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares.

Qualifications

All of the opinions expressed above are subject to the following qualifications:

(a) enforceability may be limited by bankruptcy, winding-up, insolvency, arrangement, prescription, and other similar laws of general application affecting the enforcement of creditors’ rights;

(b) a court may decline to enforce rights of indemnification or contribution to the extent that they directly or indirectly relate to (i) liabilities imposed by law on the indemnified party for which it would be contrary to public policy or public order to require indemnification by the indemnifying party, or (ii) fraud, willful misconduct or gross negligence;

(c) we express no opinion as to the enforceability of any provision exculpating any party from liability in respect of acts or omissions that may be illegal, or involve fraud, willful misconduct or gross negligence;

(d) we express no opinion as to the enforceability of, nor as to the manner in which a court would interpret and apply, any provision which (i) refers to, incorporates by reference, or requires compliance with any law, statute, rule or regulation of a jurisdiction other than Québec, or (ii) incorporates by reference a document or agreement governed by a law other than the laws of Québec; and

(e) we express no opinion as to compliance with the Personal Information Protection and Electronic Documents Act (Canada), the Act respecting the protection of personal information in the private sector (Québec), Articles 35 to 41 of the Civil Code of Québec, or any other privacy laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 or Section 11 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

The opinions are given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

Very truly yours,

/s/ Stikeman Elliott LLP

Stikeman Elliott LLP

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EX-5.2

Exhibit 5.2

  Chicago New York Washington, DC London San Francisco Los Angeles Singapore Dallas Miami vedderprice.com

November 24, 2023

LeddarTech Holdings Inc.
4535, boulevard Wilfrid-Hamel, Suite 240

Quebec G1P 2J7, Canada

Re: LeddarTech Holdings Inc. – Registration Statement on Form F-4

Ladies and Gentlemen:

We are acting as United States counsel to LeddarTech Holdings Inc., a corporation organized under the laws of Canada (the “Company”), in connection with the registration statement on Form F-4 originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 8, 2023 (as amended and supplemented after the initial filing date, the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of (1) 24,406,752 common shares without par value (the “Common Shares”) of the Company, (2) 10,833,333 warrants to purchase Common Shares (the “Warrants”), (3) 10,833,333 common shares issuable upon exercise of Warrants and (4) 4,400,106 common shares underlying convertible notes of the Company, each to be issued by the Company in connection with the transactions contemplated by that certain Business Combination Agreement, dated as of June 12, 2023, as amended as of September 25, 2023 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among Prospector Capital Corp. (“Prospector”), LeddarTech Inc., and the Company. Capitalized terms not defined herein have the same meaning given to them in the Business Combination Agreement.

The opinion expressed herein is confined to the law of the State of New York, as currently in effect. Accordingly, we express no opinion herein with regard to any other laws. The opinion expressed herein is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. We do not undertake to advise you of changes in law or facts that may come to our attention after the date of this letter.

Insofar as the opinion expressed herein relates to or is dependent upon matters governed by the laws of Canada, we have relied upon the opinion dated on or about the date hereof of Stikeman Elliott LLP which opinion is being filed as an exhibit to the Registration Statement.

In rendering the opinion expressed below, we have examined the following documents and agreements:

(a) the Warrant Agreement, dated as of January 7, 2021 (the “Warrant Agreement”), by and between Prospector and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”) governing Prospector’s outstanding warrants;

222 North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005

November 24, 2023

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(b) the form of an assignment, assumption and amendment agreement with respect to the Warrant Agreement, to be entered into among Prospector, the Warrant Agent and the Company in the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement Amendment” and, together with the Warrant Agreement, the “Warrant Documents”);

(c)	the Registration Statement; and
(d)	the Business Combination Agreement.

In addition, we have examined and have relied as to matters of fact upon such corporate and other records, agreements, documents and other instruments and certificates or comparable documents of public officials and of officers and representatives of the Company and such other persons, and we have made such other investigations, as we have deemed relevant and necessary as a basis for the opinion expressed below.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with authentic originals of all documents submitted to us as copies. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied, without independent verification, upon the representations and warranties contained in the Business Combination Agreement and oral or written statements and representations of public officials, officers and other representatives of the Company. We have also assumed that (i) the Registration Statement will be declared effective by order of the Commission and will remain effective at the time the Warrants are issued, (ii) the transactions contemplated by the Business Combination Agreement will be consummated in accordance with the terms of the Business Combination Agreement and the Plan of Arrangement, as applicable, without waiver of any condition, or amendment or waiver of any other term, relevant to the subject matter of this opinion letter, (iii) the Warrant Agreement has been duly authorized, executed and delivered by the parties thereto and (iv) the Warrant Agreement Amendment will be executed and delivered at or prior to the consummation of the transactions contemplated by the Business Combination Agreement.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that, upon the consummation of the transactions contemplated by the Business Combination Agreement and assuming that the Warrant Agreement Amendment has been executed and delivered by the other parties thereto and is the valid and legally binding obligation of the other parties thereto, the Warrant Agreement Amendment and the Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinion above is subject to (i) (a) the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to or affecting the rights of creditors generally, (b) the possible judicial application of foreign laws or governmental action affecting the rights of creditors generally and (c) the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (1) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (2) concepts of materiality, reasonableness, good faith and fair dealing, and (ii) limitations on the right to indemnity and contribution under applicable law and public policy.

November 24, 2023

Page 3

In addition, we express no opinion as to (i) the validity, legally binding effect or enforceability of (a) any waiver of immunity, (b) any waiver of a right to trial by jury, (c) any waiver of inconvenient forum set forth in the Warrant Agreement and the Warrants or (d) any provisions relating to partial unenforceability contained in the Warrant Documents or (ii) (a) whether a federal or state court outside New York would give effect to any choice of law provided for in the Warrant Agreement and the Warrants or (b) any provisions of the Warrant Agreement and the Warrants that relate to the subject matter jurisdiction of the federal or state courts of a particular jurisdiction to adjudicate any controversy related to the Warrant Agreement and the Warrants or the transactions contemplated thereby.

The opinion expressed in this letter is solely for your benefit and the benefit of persons entitled to rely thereon pursuant to applicable provisions of the Securities Act and the rules and regulations of the Commission promulgated thereunder, in connection with the Business Combination Agreement, and may not be relied upon in any manner or used for any purpose by any other person or entity.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.2 to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Vedder Price P.C.

EX-10.15

Exhibit 10.15

LEDDARTECH HOLDINGS INC. OMNIBUS INCENTIVE PLAN

Adopted as of [●], 2023

TABLE OF CONTENTS

Article 1 Interpretation		1
Section 1.1	Definitions.	1
Section 1.2	Interpretation.	8
Article 2 Purpose and Administration of the Plan, Granting of Awards		9
Section 2.1	Purpose of the Plan.	9
Section 2.2	Implementation and Administration of the Plan.	9
Section 2.3	Participation in this Plan.	10
Section 2.4	Shares Subject to the Plan.	11
Section 2.5	Granting of Awards.	11
Article 3 Unvested Shares		12
Section 3.1	Nature of Unvested Shares.	12
Section 3.2	Unvested Share Awards.	12
Section 3.3	Payment to Participant.	12
Section 3.4	Unvested Share Agreements.	13
Article 4 Options		13
Section 4.1	Nature of Options.	13
Section 4.2	Grant of Options for Non-Qualified Securities.	13
Section 4.3	Option Awards.	13
Section 4.4	Option Price.	14
Section 4.5	Option Term.	14
Section 4.6	Exercise of Options.	14
Section 4.7	Method of Exercise and Payment of Purchase Price.	14
Section 4.8	Option Agreements.	15
Article 5 Restricted Share UNits		15
Section 5.1	Nature of RSUs.	15
Section 5.2	RSU Awards.	16
Section 5.3	RSU Vesting Determination Date.	16
Section 5.4	Vesting of RSUs.	16
Section 5.5	Settlement of RSUs.	17
Section 5.6	Determination of Amounts.	17
Section 5.7	RSU Agreements.	17
Section 5.8	Award of Dividend Equivalents.	18
Article 6 DEFERRED SHARE UNITS		18
Section 6.1	Nature of DSUs.	18
Section 6.2	DSU Awards.	18

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Section 6.3	Mandatory and Voluntary Participation	19
Section 6.4	DSU Vesting Determination Date.	20
Section 6.5	Vesting of DSUs.	20
Section 6.6	Settlement of DSUs.	20
Section 6.7	Determination of Amounts.	21
Section 6.8	DSU Agreements.	21
Section 6.9	Grant of Dividend Equivalents.	21
Article 7 Share Appreciation Rights		22
Section 7.1	Nature of SARs.	22
Section 7.2	SAR Awards.	22
Section 7.3	SAR Price.	22
Section 7.4	SAR Term.	22
Section 7.5	Exercise of SARs.	23
Section 7.6	Method of Exercise.	23
Section 7.7	SAR Agreements.	23
Article 8 General Conditions		24
Section 8.1	General Conditions Applicable to Awards.	24
Section 8.2	General Conditions Applicable to Options and SARs.	25
Section 8.3	General Conditions Applicable to RSUs and DSUs.	26
Section 8.4	General Conditions Applicable to Unvested Shares.	27
Section 8.5	Cessation of Vesting Following Termination	27
Section 8.6	Service with Affiliates	27
Article 9 Compliance With U.S. Tax Laws		28
Section 9.1	Incentive Stock Options.	28
Section 9.2	Section 409A.	28
Article 10 Adjustments and Amendments		29
Section 10.1	Adjustment to Shares Subject to Outstanding Awards.	29
Section 10.2	Change of Control.	29
Section 10.3	Amendment or Discontinuance of the Plan.	30
Article 11 Miscellaneous		31
Section 11.1	Use of an Administrative Agent and Trustee.	31
Section 11.2	Tax Withholding.	31
Section 11.3	Clawback.	32
Section 11.4	Securities Law Compliance.	32
Section 11.5	Reorganization of the Corporation.	33
Section 11.6	Participant Information.	33
Section 11.7	Compliance with Employment Standards.	33
Section 11.8	No Notice of Expiration.	33
Section 11.9	Quotation of Shares.	34
Section 11.10	No Fractional Shares.	34
Section 11.11	International Participants.	34
Section 11.12	Electronic Delivery.	34
Section 11.13	Governing Laws.	34
Section 11.14	Severability.	34
Section 11.15	Effective Date of the Plan.	34
Section 11.16	Language.	34
EXHIBIT A		35
SCHEDULE A		39

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LEDDARTECH HOLDINGS INC.
OMNIBUS INCENTIVE PLAN

LeddarTech Holdings Inc. hereby establishes an omnibus incentive plan for certain qualified directors, executive officers, employees or consultants of the Corporation or any of its Subsidiaries.

Article 1
Interpretation

Section 1.1 Definitions.

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

“Account” means an account maintained for each Participant on the books of the Corporation which will be credited with Awards in accordance with the terms of this Plan;

“Affiliates” means any entities of which (a) one of those entities is the subsidiary of the other, or of which (b) each of them is controlled by the same person;

“Approved Agreement” means a Grant Agreement, Employment Agreement or other written agreement between the Corporation or an Affiliate and the Participant which has been approved by the CEO (or where the Participant is the CEO, approved by the Board);

“Award” means any of an Option, a SAR, an Unvested Share, an RSU and/or a DSU granted to a Participant pursuant to the terms of the Plan;

“Black-Out Period” means a period of time when pursuant to any policies of the Corporation (including the Corporation’s insider trading policy) or applicable law, any securities of the Corporation may not be traded by certain Persons designated by the Corporation;

“Board” has the meaning ascribed thereto in Section 2.2(1) hereof;

“Business Day” means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Montréal, Québec and New York, New York, for the transaction of banking business;

“Cash Equivalent” means the amount of money equal to the Market Value multiplied by the number of vested RSUs or DSUs in the Participant’s Account, net of any applicable taxes in accordance with Section 11.2, on the RSU Settlement Date or the DSU Settlement Date, as applicable;

“Cash Retainer” means the retainer fees payable in cash to a Participant for service as an Eligible Director, and as a member or chair of a committee of the Board in accordance with the Corporation’s director compensation policy determined by the Board from time to time;

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“Cause” means:

(a) in respect of a Participant who is a U.S. Resident: (i) in the event the Participant is a party to an employment (or other services) agreement with the Company or any Affiliate that defines the term “cause” (or a term of similar effect) such definition shall apply for purposes of this Plan for such Participant, or (ii) in the event the Participant is not a party to such an employment (or other service) agreement with the Company or any Affiliate, that, in the reasonable determination of the Board, the Participant has (A) committed any felony or other crime involving moral turpitude; (B) engaged (by act or omission) in material acts of dishonesty, conflict of interest or fraud relating to the affairs of the Company, any of its Affiliates or any of their respective customers, suppliers or other business relationships; (C) committed (by act or omission) gross negligence or willful misconduct with respect to the Company, any of its Affiliates or the Company’s direct or indirect stockholders; (D) breached any applicable noncompetition, non-solicitation, non-disparagement, confidentiality or other restrictive covenant applicable to the Participant; (E) willfully failed to perform duties consistent with the Participant’s position as reasonably directed by the Board, and which failure has not been cured within ten (10) days after notice to the Participant or, if cured, recurs; or (F) breached in any material respect the applicable Grant Agreement, any other written agreement between the Participant and the Company (or an Affiliate thereof) or any applicable written policy of the Company or an Affiliate, which breach, if capable of cure, has not been cured within ten (10) days after notice to the Participant or which, if cured, recurs.

(b) in respect of a Participant who is an employee and is not a U.S. Resident: (i) “cause” or “serious reason” (or a term of similar effect) as such term is defined in the Grant Agreement or another Approved Agreement (provided that if such term is defined in both the Grant Agreement and another Approved Agreement, the definition in the Grant Agreement will govern); or (ii) if (i) does not apply, then “Cause” means any circumstance, as provided for pursuant to applicable law, where an employer can terminate an individual’s employment without notice or payment whatsoever; or

(c) in respect of a Participant who is not an employee and is not a U.S. Resident: (i) “cause” or “serious reason” (or a term of similar effect) as such term is defined in the Grant Agreement or another Approved Agreement (provided that if such term is defined in both the Grant Agreement and another Approved Agreement, the definition in the Grant Agreement shall govern), or (ii) if (i) does not apply, then “Cause” means any circumstance, as described in an Approved Agreement, or as provided for pursuant to applicable law, where the Corporation or its Affiliate may terminate the Participant’s engagement without notice or payment whatsoever, and

for the purposes of the Plan, the determination by the Corporation that a Participant was discharged for Cause shall be binding on the Participant;

“CEO” means the Chief Executive Officer of the Corporation;

“Change of Control” means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

(a) any transaction (other than a transaction described in clause (ii) below) pursuant to which any Person or group of Persons acting jointly or in concert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate voting power of all of the Corporation’s then issued and outstanding securities entitled to vote in the election of directors of the Corporation, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Corporation under any of the Corporation’s equity incentive plans;

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(b) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Corporation and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;

(c) the sale, lease, exchange, license or other disposition of all or substantially all of the Corporation’s assets to a Person other than a Person that was an Affiliate of the Corporation at the time of such sale, lease, exchange, license or other disposition, other than a sale, lease, exchange, license or other disposition to an entity, more than 50% of the combined voting power of the voting securities of which are beneficially owned by shareholders of the Corporation in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such sale, lease, exchange, license or other disposition;

(d) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up the Corporation’s business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or

(e) individuals who, on [●], were members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board;

provided, however, that any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is payable upon a Change of Control of the Corporation or other similar event, to avoid the imposition of an additional tax, interest or penalty under Section 409A, no amount will be payable unless such Change of Control constitutes a “change in control event” (within the meaning of Section 1.409A-3(i)(5)(i) of the Treasury Regulations) with respect to the Corporation;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Corporation” means LeddarTech Holdings Inc., a corporation existing under the Canada Business Corporations Act, as amended from time to time;

“Delay Period” has the meaning ascribed thereto in Section 9.2(3) hereof;

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“Dividend Equivalent” means a cash credit equivalent in value to a dividend paid on a Share credited to a Participant’s Account;

“Dividend Payment Date” means the date on which the Corporation pays a dividend on the Shares;

“DSU” means a deferred share unit that is granted by the Corporation from time to time to a Participant pursuant to Article 6 hereof which shall upon vesting entitle the holder thereof to receive Shares issued from treasury or purchased on the open market, the Cash Equivalent or a combination thereof, subject to the terms and conditions of this Plan and the applicable DSU Agreement, provided that such DSU has not expired before vesting;

“DSU Agreement” means a written agreement between the Corporation and a Participant evidencing the grant of DSUs and the terms and conditions thereof;

“DSU Settlement Date” has the meaning ascribed thereto in Section 6.6 hereof;

“DSU Vesting Determination Date” means, with respect to DSUs subject to vesting conditions, the date on which the Board determines if the vesting conditions with respect to such DSUs have been met, and as a result, establishes the number of DSUs that become vested, if any. The DSU Vesting Determination Date shall be on a date following the end of the applicable Performance Period, if any, but no later than the last day of the applicable Restriction Period;

“Election Notice” has the meaning ascribed thereto in Section 6.3(4) hereof;

“Eligible Director” means a member of the Board who is not an officer, employee or consultant of the Corporation or a Subsidiary (but may, for greater certainty, be a member of the board of a Subsidiary);

“Eligible Participants” means any director, executive officer, employee or consultant of the Corporation or any of its Subsidiaries;

“Employment Agreement” means, with respect to any Participant, any written employment agreement between the Corporation or a Subsidiary and such Participant;

“Equity Retainer” means the portion, if any, of the retainer fees payable in equity to a Participant for service as an Eligible Director and as a member or chair of a committee of the Board, in accordance with the Corporation’s director compensation policy determined by the Board from time to time;

“ESL” means the employment standards legislation, as amended or replaced, applicable to a Participant who is an employee;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Exercise Notice” means a notice in writing signed by a Participant and stating the Participant’s intention to exercise a particular Award, if applicable;

“Grant Agreement” means an agreement evidencing the grant to a Participant of an Award, including an Unvested Share Agreement, an Option Agreement, a SAR Agreement, an RSU Agreement, a DSU Agreement;

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“Incentive Stock Option”, or “ISO” means, in the case of a Participant who is a U.S. Resident, any Option granted under and in accordance with the terms of Section 9.1 hereof, that meets the requirements of Section 422 of the Code or any successor provision thereto and is designated by the Board in the applicable Grant Agreement as an Incentive Stock Option;

“Mandatory Portion” has the meaning ascribed thereto in Section 6.3(1) hereof;

“Market Value” means, as of any date, the value of a Share determined by the Board (with full and final authority exercised in its sole discretion) as follows: (A) if the Shares are listed on any established stock exchange, “Market Value” means the price that is based on the opening, closing, actual, high, or low sale price, or the arithmetic mean of the selling prices of, a Share, on the applicable exchange on the applicable grant date, the preceding trading day, the next succeeding trading day, or the arithmetic mean of selling prices on all trading days over a specified averaging period weighted by volume of trading on each trading day in the period that is within thirty (30) days before or thirty (30) days after the applicable determination date, as determined by the Board in its discretion, or such other appropriate date as determined by the Board in its discretion; provided, that, if an arithmetic mean of prices is used to set an Option Price or SAR Price, the commitment to grant the applicable Option or SAR based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation §1.409A-1(b)(5)(iv)(A). The method of determining Market Value with respect to an Option or SAR shall be determined by the Board; provided, that, if the Board does not specify a different method, the Market Value of a Share as of a given date shall be the closing sale price as of the trading day immediately preceding the date as of which Market Value is to be determined or, if there shall be no such sale on such date, the next preceding day on which such a sale shall have occurred; or (B) if the Shares are not listed on any established stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith and, in the case of a Participant who is a U.S. Resident, in accordance with Section 409A, and such determination shall be conclusive and binding on all Persons;

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as applicable;

“Nonstatutory Stock Option” means, in the case of a Participant who is a U.S. Resident, any Option which is not an Incentive Stock Option;

“Non-Qualified Security” has the meaning ascribed thereto in Section 110 of the Tax Act.

“Option” means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the terms and conditions of the Plan;

“Option Agreement” means a written agreement between the Corporation and a Participant evidencing the grant of Options and the terms and conditions thereof, a form of which is attached hereto as EXHIBIT A;

“Option Price” has the meaning ascribed thereto in Section 4.3 hereof;

“Option Term” has the meaning ascribed thereto in Section 4.5 hereof;

“Participants” means Eligible Participants that are granted Awards under the Plan;

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“Performance Criteria” means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss. Performance Criteria may include, without limitation, an objectively determinable measure or objectively determinable measures of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; net sales; sales by location or store type; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, and/or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital, capital employed or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; operating efficiencies; operating income; net income; share price; shareholder return; sales of particular products or services; customer acquisition or retention; buyer contribution; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. The Board may provide that one or more of the Performance Criteria applicable to an Award will be adjusted in an objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the Performance Period that affect the applicable Performance Criterion or Criteria;

“Performance Period” means the period determined by the Board at the time any Award is granted or at any time thereafter during which any Performance Criteria and any other vesting conditions specified by the Board with respect to such Award are to be measured;

“Person” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

“Plan” means this LeddarTech Holdings Inc. Omnibus Incentive Plan, including any amendments or supplements hereto made after the effective date hereof;

“Plan Documents” has the meaning ascribed thereto in Section 11.7 hereof;

“Retirement” means, unless otherwise determined by the Board, a Participant’s termination from active employment with the Corporation or a Subsidiary (other than for Cause or where facts that could give rise to Cause exist) where:

(a) in the case of the CEO and the CEO’s direct reports, the employee’s retirement has been approved by the Board and the employee complies with such conditions as the Board may require in connection with its approval; or, in the case of all other Participants, the Participant (i) has (A) attained age 65 or, (B) reached age 55 with at least 10 years of service, or (ii) has achieved such lesser age and/or service thresholds as the Board may determine;

(b) the Participant has given the Participant’s employer formal notice of the Participant’s intention to retire at least six (6) months (or such longer period as may be specified in the Participant’s Approved Agreement) in advance, or such lesser advance notice as the Board may approve in its discretion;

(c) the Participant is not paid or entitled to receive any termination pay, severance pay, retiring allowance or equivalent in connection with the Participant’s termination of employment; and

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(d) the Participant has complied with such transitional activities as may be reasonably required by the Participant’s employer during the period from the date notice of the Participant’s intention to retire has been given until the date the Participant ceases active employment with the Corporation and any Subsidiary;

“Restriction Period” means the period determined by the Board, in its sole discretion, and (i) in the case of RSUs that may be settled in cash or Shares purchased on the open market at the discretion of the Corporation, no later than December 31 of the calendar year which is three (3) years after the calendar year in which the performance of services, for which such RSUs are granted, occurred, and (ii) in the case of DSUs, the last day of the calendar year following the Eligible Participant’s Termination Date;

“RSU” means a restricted share unit that is granted by the Corporation from time to time to a Participant pursuant to Article 5 which shall upon vesting entitle the holder thereof to receive Shares issued from treasury or purchased on the open market, the Cash Equivalent or a combination thereof, subject to the terms and conditions of this Plan and the applicable RSU Agreement, provided that such RSU has not expired before vesting;

“RSU Agreement” means a written agreement between the Corporation and a Participant evidencing the grant of RSUs and the terms and conditions thereof;

“RSU Settlement Date” has the meaning ascribed thereto in Section 5.5(1) hereof;

“RSU Vesting Determination Date” has the meaning ascribed thereto in Section 5.3 hereof;

“SAR” means a right to receive a payment, in cash or in Shares, equal to the appreciation in the Corporation’s Shares over a specified period, as set forth in the respective SAR Agreement;

“SAR Agreement” means a written agreement between the Corporation and a Participant evidencing the grant of SARs and the terms and conditions thereof;

“SAR Price” has the meaning ascribed thereto in Section 7.2 hereof;

“SAR Term” has the meaning ascribed thereto in Section 7.4 hereof;

“Section 409A” means Section 409A of the Code and the Treasury Regulations promulgated thereunder;

“Shares” means the common shares in the share capital of the Corporation;

“Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time employees, directors, officers or consultants of the Corporation or a Subsidiary including a share purchase from treasury by a full-time employee, director, officer or consultant which is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;

“Statutory Entitlements” has the meaning ascribed thereto in Section 11.7 hereof;

“Stock Exchange” means the Nasdaq or, if the Shares are not listed or posted for trading on any of such stock exchanges at a particular date, any other stock exchange on which the majority of the trading volume and value of the Shares are listed or posted for trading;

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“Subsidiary” means a corporation, company or partnership that is controlled, directly or indirectly, by the Corporation;

“Tax Act” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

“Termination Date” means (i) in the event of a Participant’s resignation, the date on which such Participant ceases to be a director, executive officer, employee or consultant of the Corporation or one of its Subsidiaries and (ii) in the event of the termination of the Participant’s employment, or position as director, executive or officer of the Corporation or a Subsidiary, or consultant providing ongoing services to the Corporation and its Subsidiaries (regardless of whether the termination is lawful or unlawful, with or without Cause), the later of (i) the last day of the applicable minimum statutory notice period applicable to the Participant pursuant to the ESL, if any, and (ii) the effective date of the termination as specified in the notice of termination provided to the Participant by the Corporation or the Subsidiary, as the case may be;

“Treasury Regulations” means the tax regulations promulgated by the United States Internal Revenue Service under the Code;

“U.S. Resident” means “United States person” as defined in Section 7701(a)(30) of the Code;

“Unvested Share” means a Share granted to a Participant with such restrictions and vesting conditions upon such Shares as may be determined by the Board at the time of the grant and granted in accordance with Article 3 hereof;

“Unvested Share Agreement” means a written agreement between the Corporation and a Participant evidencing the grant of Unvested Shares and the terms and conditions thereof;

“Vested Awards” has the meaning ascribed thereto in Section 8.2(5) hereof;

“Voluntary Portion” has the meaning ascribed thereto in Section 6.3(1) hereof; and

“VWAP” means the volume weighted average trading price of a Share on the Nasdaq, calculated by dividing the total value by the total volume of Shares traded for the relevant period.

Section 1.2 Interpretation.

(1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term “discretion” or “authority” means the sole and absolute discretion of the Board.

(2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.

(3) In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

(4) The words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation”. As used herein, the expressions “Article”, “Section” and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.

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(5) Unless otherwise specified in the Plan or the Participant’s Grant Agreement, all references to money amounts are to United States currency.

(6) For purposes of this Plan, the legal representatives of a Participant shall only include the administrator, the executor or the liquidator of the Participant’s estate or will.

(7) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

Article 2
Purpose and Administration of the Plan, Granting of Awards

Section 2.1 Purpose of the Plan.

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

(a) to increase the interest in the Corporation’s welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Corporation or a Subsidiary;

(b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to its success, image, reputation or activities;

(c) to reward Participants for their performance of services while working for the Corporation or a Subsidiary; and

(d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.

Section 2.2 Implementation and Administration of the Plan.

(1) The Plan shall be administered and interpreted by the board of directors of the Corporation (the “Board”) or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the “Board” herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements, subject to any required approval.

(2) Subject to Article 9 hereof and any applicable rules of a Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable non-Canadian jurisdiction.

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(3) Subject to the provisions herein, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate to officers or managers of the Corporation, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, in whole or in part, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Corporation. Any such delegation by the Board may be revoked at any time at the Board’s sole discretion. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, manager, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Corporation, its Subsidiaries and all Eligible Participants.

(4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board or and any person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporation with respect to any such action or determination.

(5) The Plan shall not in any way fetter, limit, obligate, restrict or constraint the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares, or varying or amending its share capital or corporate structure.

Section 2.3 Participation in this Plan.

(1) The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant of an Award or the exercise of an Option or a SAR or transactions in the Shares. With respect to any fluctuations in the market price of the Shares, neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and its Subsidiaries do not assume responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

(2) Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Corporation or any of its Subsidiaries. No asset of the Corporation or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of the obligations of the Corporation or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded and the Corporation shall have no obligation to fund the Plan. To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.

(3) Unless otherwise determined by the Board, the Corporation shall not offer financial assistance to any Participant in regard to the exercise of any Award granted under this Plan.

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Section 2.4 Shares Subject to the Plan.

(1) Subject to adjustment pursuant to Article 10 hereof, the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Shares.

(2) Subject to adjustment pursuant to Article 10 hereof, the number of Shares available for issuance, in the aggregate, under this Plan shall not exceed at any time 5,000,000 Shares (the “Share Reserve”). It is understood to this effect that all such Shares constituting the Share Reserve as of the effective date of this Plan shall be available for issuance pursuant to ISOs granted under this Plan, and that cancelled Awards shall be returned to the Share Reserve for reissuance should a Participant cease to be an Eligible Participant and surrender any vested and/or unvested Awards or otherwise fail to exercise their Awards before the expiration date.

(3) No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares subject to such Award to exceed the above-noted total numbers of Shares reserved for issuance pursuant to the settlement of Awards. For greater certainty, Section 2.4 shall not limit the Corporation’s ability to issue Awards that are payable other than in Shares issued from treasury.

(4) The Corporation shall, at all times during the term of this Plan, ensure that the number of Shares it is authorized to issue is sufficient to satisfy the requirement of this Plan.

(5) If the Corporation issues Shares from treasury in settlement of RSUs, DSUs or SARs or in respect of Unvested Shares, such Shares will be issued in consideration for the past services of the Participant to the Corporation, and if the Corporation issues Shares from treasury in respect of Options such Shares will be issued in consideration for the Option Price, as applicable, and the entitlement of the Participant under this Plan in respect of the applicable Award shall be satisfied in full by such issuance of Shares. The Board may cause Shares used to satisfy for the settlement of RSUs or DSUs granted under the Plan to be purchased instead on the open market.

(6) If an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited, the Shares covered by such Award, if any, will again be available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

Section 2.5 Granting of Awards.

(1) Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any Stock Exchange or under any law or regulation of any jurisdiction, or the consent or approval of any Stock Exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or exercise of any Option or SAR or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

(2) The Corporation may require, as a condition to the exercise of an Award or the delivery of Shares under an Award, such representations or agreements as counsel for the Corporation may consider appropriate to avoid violation of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any applicable state or non-U.S. securities law. Any Shares required to be issued to Participants under the Plan will be evidenced in such manner as the Board may deem appropriate, including book-entry registration or delivery of share certificates. In the event that the Board determines that share certificates will be issued to Participants under the Plan, the Board may require that certificates evidencing Shares issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Shares, and the Corporation may hold the share certificates pending lapse of the applicable restrictions.

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Article 3
Unvested Shares

Section 3.1 Nature of Unvested Shares.

An Unvested Share is a Share with such restrictions and vesting and other conditions placed upon the Share as the Board may determine at the time of grant.

Section 3.2 Unvested Share Awards.

Subject to the provisions herein set forth, the provisions of any Approved Agreement, and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Unvested Shares under the Plan, (ii) fix the number of Unvested Shares, if any, to be granted to each Eligible Participant and the date or dates on which such Unvested Shares shall be granted, and (iii) determine the restrictions and vesting and other conditions applicable to such Unvested Shares (including, a restriction on or prohibition against the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Board determines, the whole subject to the terms and conditions prescribed in this Plan.

Section 3.3 Payment to Participant.

(1) The Corporation shall, as soon as possible after the grant of the Unvested Shares, cause the transfer agent and registrar of the Shares either to:

(a) deliver to the Participant a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant shall then be entitled to receive; or

(b) in the case of Unvested Shares issued in uncertificated form, cause the issuance of the aggregate number of Unvested Shares as the Participant shall then be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Shares.

(2) Each certificate representing Unvested Shares shall bear the following legend, as amended to reflect the restrictions and/or vesting conditions placed upon the Shares as the Board may determine at the time of grant: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS IN ACCORDANCE WITH THE CORPORATION’S OMNIBUS INCENTIVE PLAN AND AN UNVESTED SHARE AGREEMENT DATED ●. THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNTIL ●.”

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(3) Unless the Board shall otherwise determine,

(a) uncertificated Unvested Shares shall be accompanied by a notation on the records of the Corporation or the transfer agent to the effect that they are subject to forfeiture until such Unvested Shares are vested as provided in Section 3.3(4) below; and

(b) certificated Unvested Shares shall remain in the possession of the Corporation until such Unvested Shares have vested as provided in Section 3.3(4) below, and the Participant shall be required, as a condition of the grant of such Unvested Shares, to deliver to the Corporation such instruments of transfer as the Board may prescribe.

(4) The Board, at the time of grant, shall specify the date or dates and/or the restrictions and vesting conditions on which the nontransferability of the Unvested Shares and the Corporation’s right of repurchase or forfeiture shall lapse. Subsequent to such date, or dates and/or the attainment of the restrictions and vesting conditions, the Unvested Shares for which all restrictions have lapsed shall no longer be Unvested Shares and shall be deemed “vested”.

Section 3.4 Unvested Share Agreements.

The terms of the Unvested Shares shall be evidenced by an Unvested Share Agreement, in such form not inconsistent with the Plan, as the Board may from time to time determine. The Unvested Share Agreement shall contain such terms that may be considered necessary in order that the Unvested Shares will comply with any provisions respecting restricted securities in the income tax or other laws in force in any country or jurisdiction of which a Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation, including applicable securities laws.

Article 4
Options

Section 4.1 Nature of Options.

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions hereof and the terms of the applicable Option Agreement. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 4.2 Grant of Options for Non-Qualified Securities.

At the time of the grant of any Option, the Board may designate, or shall, to the extent required by the Tax Act, designate, that such Option shall be in respect of Shares that are Non-Qualified Securities, and the Board shall cause the Participant’s employer to provide notice of such designation of Shares as Non-Qualified Securities in the manner and by the date(s) required by subsection 110(1.9) of the Tax Act to each of:

(a) the Participant (including, where permitted by the Tax Act, in an Option Agreement); and

(b) the Minister of National Revenue for Canada.

Section 4.3 Option Awards.

Subject to the provisions set forth in this Plan, the provisions of any Approved Agreement, and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option Price”) and the relevant vesting provisions (including Performance Criteria, if applicable) and the Option Term, the whole subject to the terms and conditions prescribed in this Plan or in any Option Agreement, and any applicable rules of a Stock Exchange, and (iv) determine any other terms and conditions applicable to the granted Options, which need not be identical.

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Section 4.4 Option Price.

The Option Price for Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted.

Section 4.5 Option Term.

(1) The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted (“Option Term”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of the Option Term.

(2) Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, unless the delayed expiration would result in tax penalties, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10^th) Business Day after the end of the Black-Out Period, such tenth (10^th) Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding Section 10.3 hereof, the ten (10) Business Day-period referred to in this Section 4.5(2) may not be extended by the Board.

Section 4.6 Exercise of Options.

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, any exercise of Options by a Participant shall be made in accordance with the Corporation’s insider trading policy.

Section 4.7 Method of Exercise and Payment of Purchase Price.

(1) Subject to the provisions of the Plan, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 4.6 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that the Corporate Secretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Board of the purchase price for the number of Shares specified therein and, if required by Section 11.2, the amount necessary to satisfy any taxes.

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(2) Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares either to:

(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or

(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

(3) A Participant may, in lieu of exercising Options in accordance with Section 4.6 hereof, elect to surrender such Options to the Corporation for cancellation in consideration for an amount from the Corporation equal to the amount by which (i) the aggregate Market Value of the Shares issuable under such Options, exceeds (ii) the aggregate Option Price in respect of such Options (the “Intrinsic Value”) by delivering an Exercise Notice to that effect. The Corporation shall satisfy payment of the Intrinsic Value by, at the sole discretion of the Corporation, either (a) delivering to the Participant cash in an amount equal to the amount by which the Intrinsic Value exceeds any amounts withheld or deducted pursuant to Section 11.2, or (b) issuing to the Participant such number of Shares (rounded down to the nearest whole number) having a Market Value equal to the amount by which the Intrinsic Value exceeds any amounts withheld or deducted pursuant to Section 11.2.

Section 4.8 Option Agreements.

Options shall be evidenced by an Option Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Article 5
Restricted Share UNits

Section 5.1 Nature of RSUs.

An RSU is an Award that, upon settlement, entitles the recipient Participant to receive Shares issued from treasury or purchased on the open market at such purchase price (which may be zero) as determined by the Board, or to receive the Cash Equivalent or a combination thereof, as the case may be, pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant, unless such RSU expires prior to being settled. Conditions may, without limitation, be based on continuing employment (or other service relationship) and/or achievement of Performance Criteria.

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Section 5.2 RSU Awards.

(1) Subject to the provisions herein set forth, the provisions of any Approved Agreement, and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of such RSUs, (iv) if desirable at the time of grant, determine whether such RSUs will be settled in Shares issued from treasury or purchased on the open market, or in cash or a combination thereof, and (v) determine any other terms and conditions applicable to the granted RSUs, which need not be identical, the whole subject to the terms and conditions prescribed in this Plan and in any RSU Agreement.

(2) In making such determination, the Board shall consider the timing of crediting RSUs to the Participant’s Account and the vesting requirements applicable to such RSUs to ensure that the crediting of the RSUs to the Participant’s Account and the vesting requirements are not considered a “salary deferral arrangement” for purposes of the Tax Act and any applicable provincial legislation.

(3) Subject to the vesting and other conditions and provisions set forth herein and in the RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive one Share, the Cash Equivalent or a combination thereof as soon as possible upon confirmation by the Board that the vesting conditions (including the Performance Criteria, if any) have been met no later than the last day of the Restriction Period.

Section 5.3 RSU Vesting Determination Date.

The vesting determination date is the date on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to an RSU have been met (the “RSU Vesting Determination Date”), and as a result, establishes the number of RSUs that become vested, if any. For greater certainty, the RSU Vesting Determination Date must fall after the end of the Performance Period, if any, but no later than the last day of the applicable Restriction Period.

Section 5.4 Vesting of RSUs.

Subject to the terms of this Plan and the applicable RSU Agreement, after the applicable vesting period has ended, the holder of RSUs shall be entitled to receive payout on the value and number of RSUs, determined by the Board on the RSU Vesting Determination Date as a function of the extent to which the corresponding vesting criteria, including Performance Criteria, if any, have been achieved. After the Board has determined that the vesting criteria relating to RSUs credited to a Participant’s Account have been achieved, such RSUs shall entirely vest and be paid in accordance with Section 5.5. Notwithstanding any provision to the contrary in this Plan or the applicable RSU Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any RSUs granted to Participants based on its assessment of the risk level, events that may impact the value of the RSUs or when calculations do not properly reflect all of the relevant considerations. Unless otherwise determined by the Board, all RSUs credited to a Participant’s Account in respect of which the vesting criteria have not been achieved, shall automatically be forfeited and be cancelled on the RSU Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

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Section 5.5 Settlement of RSUs.

(1) Except as otherwise provided in the RSU Agreement, all of the vested RSUs covered by a particular grant shall be settled within five (5) Business Days following their RSU Vesting Determination Date but no later than the end of the Restriction Period (the “RSU Settlement Date”). Following the receipt of such settlement, the RSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

(2) Settlement of RSUs shall take place on or promptly following the RSU Settlement Date, and no later than the end of the Restriction Period, and subject to the terms of the applicable RSU Agreement, take the form determined by the Board, in its sole discretion. Settlement of RSUs shall take place through:

(a) in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

(b) in the case of settlement of RSUs for Shares:

(i) delivery to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or

(ii) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares; or

(iii) delivery to the Participant of Shares purchased on the Participant’s behalf on the open market; or

(c) in the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of Section 5.5(2)(a) and Section 5.5(2)(b) above.

Section 5.6 Determination of Amounts.

(1) For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 5.5, such calculation will be made promptly following the RSU Settlement Date based on the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 5.5, such calculation will be made on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account to settle in Shares.

Section 5.7 RSU Agreements.

RSUs shall be evidenced by an RSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The RSU Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

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Section 5.8 Award of Dividend Equivalents.

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested RSUs in a Participant’s Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant’s Account in additional RSUs, the number of which shall be determined as per the following formula: (A x B)/C where:

“A” represents the amount of the dividend per Share declared and paid on the Shares by the Corporation;

“B” represents the number of RSUs listed in the Participant’s Account on the Dividend Payment Date; and

“C” represents the Market Value of one Share on the Dividend Payment Date.

Any additional RSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 5.8 shall be subject to the same RSU Vesting Determination Date and vesting conditions, if any, as the RSUs in respect of which such additional RSUs are credited. In the event that the applicable RSUs do not vest, all Dividend Equivalents, if any, associated with such RSUs will be forfeited by the Participant and returned to the Corporation’s account. The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in the Plan shall be interpreted as creating such an obligation.

Article 6 DEFERRED SHARE UNITS

Section 6.1 Nature of DSUs.

A DSU is an Award that, upon settlement, entitles the recipient Participant to receive Shares issued from treasury or purchased on the open market at such purchase price (which may be zero) as determined by the Board, or to receive the Cash Equivalent or a combination thereof, as the case may be, pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant, unless such DSU expires prior to being settled. Conditions may, without limitation, be based on continuing employment (or other service relationship) and/or achievement of Performance Criteria.

Section 6.2 DSU Awards.

(1) Subject to the provisions herein set forth, the provisions of any Approved Agreement, and any shareholder or regulatory approval which may be required, the Board shall, from time to time, in its sole discretion, (i) designate the Eligible Participants who may receive DSUs under the Plan, (ii) fix the number of DSUs, if any, to be granted to each Eligible Participant and the date or dates on which such DSUs shall be granted, (iii) determine the relevant conditions and any vesting provisions and the Restriction Period of such DSUs, and (iv) determine any other terms and conditions applicable to the granted DSUs, which need not be identical, the whole subject to the terms and conditions prescribed in this Plan and in any applicable DSU Agreement.

(2) In making such determination, the Board shall consider the timing of crediting DSUs, including crediting DSUs in connection with Dividend Equivalents, to a Participant’s Account, any vesting requirements and settlement timing applicable to such DSUs to ensure that the crediting of the DSUs to the Participant’s Account, any vesting requirements and settlement timing are compliant with Regulation 6801(d) under the Tax Act and any applicable provincial legislation.

(3) Subject to any vesting and other conditions and provisions herein set forth and in the applicable DSU Agreement, if any, each DSU awarded to a Participant shall entitle the Participant to receive (i) a Share (issued from treasury or purchased on the open market), (ii) the Cash Equivalent or (iii) a combination thereof, as the case may be, following the determination by the Board on the DSU Vesting Determination Date that any applicable vesting conditions have been met, but in no event earlier than the Participant’s Termination Date, and no later than the last day of the applicable Restriction Period.

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Section 6.3 Mandatory and Voluntary Participation

(1) Subject to the Corporation’s director compensation policy determined by the Board from time to time, each Eligible Director (i) shall receive, subject to Section 6.3(3), 100% of his or her Equity Retainer in the form of DSUs (the “Mandatory Portion”), and (ii) may elect to receive, in accordance with Section 6.3(4), any percentage, up to 100%, of his or her Cash Retainer in the form of DSUs (the “Voluntary Portion”).

(2) Each Eligible Director will receive such number of DSUs as is obtained by dividing the sum of the Mandatory Portion and the Voluntary Portion payable quarterly to the Eligible Director by the Market Value on the date on which the DSUs are awarded. DSUs shall be awarded to Eligible Directors quarterly on the first day of each quarter (or, if not a Business Day, on the following Business Day), unless otherwise determined by the Board.

(3) Notwithstanding Section 6.3(1), any Participant may elect to receive the equivalent of his or her Mandatory Portion in cash instead of DSUs if (i) the Participant purchases in the open market the same number of Shares he or she would have received in the form of DSUs, or (ii) the Participant is otherwise exempted by the Board for any reason.

(4) Each Participant who elects to participate in the Plan in respect of the Voluntary Portion for a given calendar year must send to the Corporate Secretary a written notice to that effect (an “Election Notice”) prior to December 31 of the preceding calendar year. Each Participant who is a newly elected or appointed director and who elects to participate in the Plan in respect of the Voluntary Portion for the then current calendar year must send to the Corporate Secretary an Election Notice within 15 days of his or her election or appointment, but prior to the receipt of the first Cash Retainer payment and in the case of Eligible Directors who are U.S. Residents, such election may only relate to the Cash Retainer not yet earned as of the date of such election. The election made in an Election Notice in respect of the Cash Retainer of a given calendar year will be irrevocable for that calendar year.

(5) The Election Notice shall be deemed to apply to all subsequent calendar years until such time as the Participant shall send to the Corporate Secretary an Election Notice containing different instructions or a termination notice (in which case the new Election Notice or the termination notice, as applicable, shall apply to the calendar year following the calendar year during which it was sent to the Corporate Secretary).

(6) If no Election Notice is received in accordance with Section 6.3(4) and no prior Election Notice is deemed to apply in accordance with Section 6.3(5), the Participant shall be deemed not to have elected to participate in the Plan in respect of the Voluntary Portion and his or her Cash Retainer shall be paid in cash.

(7) Each Participant is entitled to terminate his or her participation in the Plan in respect of the Voluntary Portion for a given calendar year by sending a written notice to that effect to the Corporate Secretary prior to December 31 of the previous calendar year.

(8) No Election Notice, or amendment or termination of an election contemplated in this Section 6.3(8) shall be made during a Black-out Period, and any such notice sent by a Participant during a Black-Out Period shall be null and void. To the extent that an Election Notice or other such notice is sent during a Black-Out Period, or cannot be made during the period set forth in this Section 6.3(8) as a result of the existence of a Black-out Period, the Participant shall continue to participate in the Plan in respect of a Voluntary Portion on the basis of the prior election made, or, if no prior election has been made, shall be deemed to have elected not to participate in the Plan in respect of a Voluntary Portion.

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Section 6.4 DSU Vesting Determination Date.

The vesting determination date is the date on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to a DSU, if any, have been met (the “DSU Vesting Determination Date”), and as a result, establishes the number of DSUs that become vested, if any. For greater certainty, the DSU Vesting Determination Date must fall after the end of the Performance Period, if any, but no later than the last day of the applicable Restriction Period.

Section 6.5 Vesting of DSUs.

Subject to the terms of this Plan and the applicable DSU Agreement, if any, after the applicable vesting period, if any, has ended and after the Participant’s Termination Date, the holder of DSUs shall be entitled to receive payout on the value and number of DSUs, determined by the Board on the applicable DSU Vesting Determination Date as a function of the extent to which the corresponding vesting criteria, if any, have been achieved. After the Board has determined that the vesting criteria, if any, relating to DSUs credited to a Participant’s Account have been achieved, such DSUs shall entirely vest and be paid in accordance with this Section 6.5, but in no event will such payment be made earlier than the Participant’s Termination Date, or later than the last day of the applicable Restriction Period. Unless otherwise determined by the Board, all DSUs credited to a Participant’s Account in respect of which any vesting criteria have not been achieved shall automatically be forfeited and be cancelled on the DSU Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

Section 6.6 Settlement of DSUs.

(1) Except as otherwise provided in the DSU Agreement, all of the vested DSUs covered by a particular grant shall be settled following the Participant’s Termination Date but no later than the end of the Restriction Period (the “DSU Settlement Date”). Following the receipt of such settlement, the DSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

(2) Settlement of DSUs shall take place promptly following the DSU Settlement Date, and no later than the end of the Restriction Period, and take the form determined by the Board, in its sole discretion. Settlement of DSUs shall take place through:

(a) in the case of settlement of DSUs for their Cash Equivalent, delivery of a cheque or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

(b) in the case of settlement of DSUs for Shares:

(i) delivery to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) of a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or

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(ii) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares; or

(iii) delivery to the Participant of Shares purchased on the Participant’s behalf on the open market; or

(c) in the case of settlement of the DSUs for a combination of Shares and the Cash Equivalent, a combination of Section 6.6(2)(a) and Section 6.6(2)(b) above.

Section 6.7 Determination of Amounts.

(1) For purposes of determining the Cash Equivalent of DSUs to be made pursuant to Section 6.6, such calculation will be made on the DSU Settlement Date based on the Market Value on the DSU Settlement Date multiplied by the number of vested DSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of DSUs pursuant to Section 6.6, such calculation will be made on the DSU Settlement Date based on the whole number of Shares equal to the whole number of vested DSUs then recorded in the Participant’s Account to settle in Shares.

Section 6.8 DSU Agreements.

DSUs shall be evidenced by a DSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The DSU Agreement may contain such terms that may be considered necessary in order that the DSU will comply with any provisions respecting deferred share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 6.9 Grant of Dividend Equivalents.

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested DSUs in a Participant’s Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, if any, will be credited to the Participant’s Account in additional DSUs, the number of which shall be determined as per the following formula: (A x B)/C where:

“A” represents the amount of the dividend per Share declared and paid on the Shares by the Corporation;

“B” represents the number of DSUs listed in the Participant’s Account on the Dividend Payment Date; and

“C” represents the Market Value of one Share on the Dividend Payment Date.

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Any additional DSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 6.9 shall be subject to the same DSU Vesting Determination Date and vesting conditions, if any, as the DSUs in respect of which such additional DSUs are credited. In the event that the applicable DSUs do not vest, all Dividend Equivalents, if any, associated with such DSUs will be forfeited by the Participant and returned to the Corporation’s account. The foregoing does not obligate the Corporation to declare or pay dividends on Shares and nothing in the Plan shall be interpreted as creating such an obligation.

Article 7
Share Appreciation Rights

Section 7.1 Nature of SARs.

A SAR is an Award entitling the recipient to receive Shares having a value equal to the excess of the Market Value of a Share on the date of exercise over the SAR Price (which price shall not be less than 100% of the Market Value of the Share on the date of grant) multiplied by the number of Shares with respect to which the SAR shall have been exercised. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with a SAR.

Section 7.2 SAR Awards.

Subject to the provisions herein set forth, the provisions of any Approved Agreement, and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive SAR Awards under the Plan, (ii) fix the number of SAR Awards to be granted to each Eligible Participant and the date or dates on which such SAR Awards shall be granted, and (iii) determine the price per Share to be payable upon the vesting of each such SAR (the “SAR Price”) and the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the SAR Term, the whole subject to the terms and conditions prescribed in this Plan and in any SAR Agreement.

Section 7.3 SAR Price.

The SAR Price for the Shares that are the subject of any SAR shall be fixed by the Board when such SAR is granted, but shall not be less than the Market Value of such Shares at the time of the grant.

Section 7.4 SAR Term.

(1) The Board shall determine, at the time of granting the particular SAR, the period during which the SAR is exercisable, which shall not be more than ten (10) years from the date the SAR is granted (“SAR Term”) and the vesting schedule of such SAR, which will be detailed in the applicable SAR Agreement. Unless otherwise determined by the Board, all unexercised SARs shall be cancelled at the expiry of the SAR Term.

(2) Should the expiration date for a SAR fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, unless the delayed expiration would result in tax penalties, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10^th) Business Day after the end of the Black-Out Period, such tenth (10^th) Business Day to be considered the expiration date for such SAR for all purposes under the Plan. Notwithstanding Section 10.3 hereof, the ten (10) Business Day-period referred to in this Section 7.4 may not be extended by the Board.

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Section 7.5 Exercise of SARs.

Prior to its expiration or earlier termination in accordance with the Plan, each SAR shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular SAR, may determine in its sole discretion. For greater certainty, any exercise of SARs by a Participant shall be made in accordance with the Corporation’s insider trading policy.

Section 7.6 Method of Exercise.

(1) Subject to the provisions of the Plan, a SAR granted under the Plan shall be exercisable (from time to time as provided in Section 7.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed Exercise Notice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or to the individual that the Corporate Secretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate which notice shall specify the number of Shares with respect to which the SAR is being exercised and the effective date of the proposed exercise.

(2) The exercise of a SAR with respect to any number of Shares shall entitle the Participant to receive, from the Corporation, a number of Shares having an aggregate Market Value equal to the excess of the Market Value of a Share on the effective date of such exercise over the per share SAR Price, rounded down to the nearest whole Share.

(3) Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares to either:

(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or

(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

Section 7.7 SAR Agreements.

SARs shall be evidenced by a SAR Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The SAR Agreement shall contain such terms that may be considered necessary in order that the SAR will comply with any provisions respecting stock appreciation rights in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

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Article 8
General Conditions

Section 8.1 General Conditions Applicable to Awards.

Each Award, as applicable, shall be subject to the following conditions:

(1) Vesting Period. Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award. The Board has the right to accelerate the date upon which any Award becomes exercisable notwithstanding the vesting schedule set forth for such Award, regardless of any adverse or potentially adverse tax consequence resulting from such acceleration.

(2) Employment. Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Corporation or any of its Affiliates in connection with the employment, retention or termination of any such Participant. The loss of existing or potential profit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant’s employment or service in any office or otherwise.

(3) Grant of Awards. Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Corporation or any Subsidiary.

(4) Rights as a Shareholder. Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by such Participant’s Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settled and Shares have been issued in respect thereof. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares have been issued.

(5) Conformity to Plan. In the event that an Award is granted or an Approved Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

(6) Transferrable Awards. Except as specifically provided in an Approved Agreement approved by the Board, each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

(7) Participant’s Entitlement. Except as otherwise provided in this Plan or in an Approved Agreement, or unless the Board permits otherwise, upon any Subsidiary of the Corporation ceasing to be a Subsidiary of the Corporation, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a director, executive officer, employee or consultant of such Subsidiary of the Corporation and not of the Corporation itself, whether or not then exercisable, shall automatically terminate on the date of such change.

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Section 8.2 General Conditions Applicable to Options and SARs.

Unless otherwise specified in an Approved Agreement, or otherwise determined by the Board, each Option or SAR, as applicable, shall be subject to the following conditions:

(1) Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option or SAR granted to such Participant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for Cause shall be binding on the Participant.

(2) Termination not for Cause. Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with the Corporation or a Subsidiary being terminated without Cause, (i) any unvested Option or SAR granted to such Participant shall terminate and become void immediately and (ii) any vested Option or SAR granted to such Participant may be exercised by such Participant. Unless otherwise determined by the Board, in its sole discretion, such Option or SAR shall only be exercisable within the earlier of ninety (90) days after the Termination Date and the expiry date of the Award set forth in the Grant Agreement.

(3) Resignation. Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Corporation or a Subsidiary, (i) each unvested Option or SAR granted to such Participant shall terminate and become void immediately upon resignation and (ii) each vested Option or SAR granted to such Participant will cease to be exercisable on the earlier of the ninety (90) days following the Termination Date and the expiry date of the Award set forth in the Grant Agreement.

(4) Permanent Disability/Retirement. Upon a Participant ceasing to be an Eligible Participant by reason of Retirement or permanent disability, (i) any unvested Option or SAR shall terminate and become void immediately and (ii) any vested Option or SAR shall remain exercisable for a period of one (1) year from the date of Retirement or the date on which the Participant ceases his or her employment or service relationship with the Corporation or any Subsidiary by reason of permanent disability, but not later than the expiry date of the Award set forth in the Grant Agreement, and thereafter any such Option or SAR shall expire. To the extent an ISO is not exercised within the time period required by applicable law, it shall thereafter be treated as a Nonstatutory Stock Option.

(5) Death. Upon a Participant ceasing to be an Eligible Participant by reason of death, any vested Option or SAR granted to such Participant may be exercised by the liquidator, executor or administrator, as the case may be, of the estate of the Participant for that number of Shares only which such Participant was entitled to acquire under the respective Options or SARs (the “Vested Awards”) hereof on the date of such Participant’s death. Such Vested Awards shall only be exercisable within eighteen (18) months after the Participant’s death or prior to the expiration of the original term of the Options or SARs whichever occurs earlier. Subject to the terms of the applicable Grant Agreement, any Options or SAR that would have vested within twelve (12) months following such Participant’s death shall be deemed to be Vested Awards on such date, and all other Options or SARs that are not Vested Awards will be cancelled on the date of such Participant’s death. To the extent an ISO is not exercised within the time period required by applicable law, it shall thereafter be treated as a Nonstatutory Stock Option.

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Section 8.3 General Conditions Applicable to RSUs and DSUs.

Unless otherwise specified in an Approved Agreement, or otherwise determined by the Board, each RSU and DSU shall be subject to the following conditions:

(1) Termination for Cause and Resignation. Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her resignation from the Corporation or a Subsidiary, the Participant’s participation in the Plan shall be terminated immediately, all RSUs and DSUs credited to such Participant’s Account that have not vested shall be forfeited and cancelled, and the Participant’s rights to Shares or Cash Equivalent or a combination thereof that relate to such Participant’s unvested RSUs and DSUs shall be forfeited and cancelled on the Termination Date.

(2) Death or Cessation of Employment or Service Relationship. Except as otherwise determined by the Board from time to time, at its sole discretion, upon a Participant ceasing to be an Eligible Participant as a result of (i) death, (ii) Retirement, (iii) his or her employment or service relationship with the Corporation or a Subsidiary being terminated by the Corporation or a Subsidiary for reasons other than for Cause, or (iv) permanent disability, provided that all unvested RSUs and DSUs in the Participant’s Account as of such date relating to a Restriction Period in progress shall remain outstanding and in effect until the applicable RSU Vesting Determination Date or DSU Vesting Determination Date, and

(a) If, on the RSU Vesting Determination Date or DSU Vesting Determination Date, the Board determines that the vesting conditions were not met for such RSUs or DSUs, as applicable, then all unvested RSUs and DSUs credited to such Participant’s Account shall be forfeited and cancelled and the Participant’s rights to Shares or Cash Equivalent or a combination thereof that relate to such unvested RSUs and DSUs shall be forfeited and cancelled; and

(b) If, on the RSU Vesting Determination Date or DSU Vesting Determination Date, the Board determines that the vesting conditions (if any) were met for such RSUs or DSUs, as applicable, the Participant shall be entitled to receive pursuant to Section 5.5 or Section 6.6, as applicable, that number of Shares or Cash Equivalent or a combination thereof equal to the number of RSUs or DSUs outstanding in the Participant’s Account in respect of such Restriction Period multiplied by a fraction, the numerator of which shall be the number of completed months of service of the Participant with the Corporation or a Subsidiary during the applicable Restriction Period as of the date of the Participant’s death, Retirement, their Termination Date, or date of permanent disability and the denominator of which shall be equal to the total number of months included in the applicable Restriction Period (which calculation shall be made on the applicable RSU Vesting Determination Date or DSU Vesting Determination Date) and the Corporation shall distribute such number of Shares or Cash Equivalent or a combination thereof to the Participant or the liquidator, executor or administrator, as the case may be, of the estate of the Participant, as soon as practicable thereafter, but no later than the end of the Restriction Period, the Corporation shall debit the corresponding number of RSUs and DSUs from the Account of such Participant’s or such deceased Participants’, as the case may be, and the Participant’s rights to all other Shares or Cash Equivalent or a combination thereof that relate to such Participant’s RSUs and DSUs shall be forfeited and cancelled; provided that, notwithstanding the foregoing, upon a Participant ceasing to be an Eligible Participant by reason of Retirement, this Section 8.3(2) shall not apply to a Participant in the event such Participant, directly or indirectly, in any capacity whatsoever, alone, through or in connection with any Person, carries on or becomes employed by, engaged in or otherwise commercially involved in, any activity or business in the Advanced Driver Assistance Systems (ADAS) or autonomous vehicles software industries prior to the applicable RSU Vesting Determination Date or DSU Vesting Determination Date. In such event, Section 8.3(1) shall apply to such Participant. Except as expressly provided for in an RSU Agreement or DSU Agreement, none of the foregoing provisions of this Section 8.3(2), shall apply to a U.S. Resident.

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(3) General. For greater certainty, where a Participant’s employment or service relationship with the Corporation or a Subsidiary is terminated pursuant to Section 8.3(1) or Section 8.3(2) hereof following the satisfaction of all vesting conditions in respect of particular RSUs or DSUs but before receipt of the corresponding distribution or payment in respect of such RSUs or DSUs, the Participant shall remain entitled to such distribution or payment.

Section 8.4 General Conditions Applicable to Unvested Shares.

Upon a Participant ceasing to be an Eligible Participant for any reason, any Unvested Shares that have not vested at such time shall automatically and without any requirement of notice to such Participant, or other action by or on behalf of the Corporation, be deemed to have been reacquired by the Corporation from such Participant, and thereafter shall cease to represent any ownership in the Corporation by the Participant or rights of the Participant as a shareholder of the Corporation. Following such deemed reacquisition, the Participant shall surrender any certificates representing Unvested Shares in such Participant’s possession to the Corporation upon request without consideration.

Section 8.5 Cessation of Vesting Following Termination

Except if and as required to comply with applicable minimum requirements contained in ESL, the Participant is not eligible for continued vesting of any Award during any period in which the Participant receives, or claims to be entitled to receive, any compensatory payments or damages in lieu of notice of termination pursuant to contract, common law or civil law, and the Participant will not be entitled to any damages or other compensation in respect of any Award that does not vest or is not awarded due to termination as of the Termination Date of the Participant’s employment, consulting engagement or directorship, as the case may be, with the Corporation or a Subsidiary for any reason. The Plan displaces any and all common law and civil law rights the Participant may have or claim to have in respect of any Awards, including any right to damages. The foregoing shall apply, regardless of: (i) the reason for the termination of Participant’s employment, consulting engagement or directorship; (ii) whether such termination is lawful or unlawful, with or without Cause; (iii) whether it is the Participant or the Corporation or the Subsidiary that initiates the termination; and (iv) any fundamental changes, over time, to the terms and conditions applicable to the Participant’s employment, consulting engagement or service as a director.

Section 8.6 Service with Affiliates

Notwithstanding the other provisions of Article 8, unless the Board, in its discretion, otherwise determines or as otherwise set out in an Approved Agreement, at any time and from time to time, Awards are not affected by a change of employment, consulting engagement or directorship within or among the Corporation or its Subsidiaries for so long as the Participant continues to be a director, executive officer, employee or consultant of the Corporation or its Subsidiaries.

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Article 9
Compliance With U.S. Tax Laws

Section 9.1 Incentive Stock Options.

Each Option granted to a U.S. Resident shall be designated in the Grant Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Any Option designated as an Incentive Stock Option: (a) shall be granted only to a Participant who is an employee of the Corporation or Subsidiary; (b) in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, does not own shares of the Corporation representing more than ten percent (10%) of the voting power of all classes of shares of the Corporation or any parent or subsidiary, shall be granted with an Option Price that is not less than the Market Value of a Share on the date of grant; (c) in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns shares of the Corporation representing more than ten percent (10%) of the voting power of all classes of shares of the Corporation or any parent or subsidiary, shall be granted with an Option Price that is not less than one hundred ten percent (110%) of the Market Value of a Share on the date of grant; (d) shall not have an aggregate fair market value (determined for each Incentive Stock Option at the date of grant) of Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under the Plan and any other employee stock option plan of the Corporation or any parent or subsidiary), determined in accordance with the provisions of Section 422 of the Code, that exceeds $100,000; and (e) shall have a term not exceeding ten (10) years from the date of grant or such shorter term as may be provided in the Grant Agreement and, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns shares of the Corporation representing more than ten percent (10%) of the voting power of all classes of shares of the Corporation or any parent or subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Grant Agreement. No Incentive Stock Options may be granted under the Plan after the tenth (10^th) anniversary of the earlier of the approval of the Plan by shareholders of the Corporation or the date the Plan was approved by the Board.

Section 9.2 Section 409A.

(1) Without limiting the generality of this Section 9.2, each Award granted to a U.S. Resident will contain such terms as the Board determines, and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.

(2) Notwithstanding Section 9.1 and Section 9.2 of this Plan or any other provision of this Plan or any Grant Agreement to the contrary, the Board may unilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Board determines that such amendment, modification or termination is necessary or advisable to avoid the imposition of an additional tax, interest or penalty under Section 409A.

(3) If a Participant is deemed on the date of the Participant’s termination of employment or other service relationship with the Corporation or a Subsidiary to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, with regard to any payment that is considered nonqualified deferred compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”, such payment will be made or provided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 9.2(3) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid on the first Business Day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for them in the applicable Grant Agreement.

(4) For purposes of Section 409A, each payment made under this Plan will be treated as a separate payment.

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Article 10
Adjustments and Amendments

Section 10.1 Adjustment to Shares Subject to Outstanding Awards.

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of Shares into a lesser number of Shares, (iii) any reclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Corporation with or into another corporation, or (v) any distribution to all holders of Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a subsidiary or business unit of the Corporation or one of its subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit) or any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of any Stock Exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including, without limitation:

(a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

(b) adjustments to the number of Shares to which the Participant is entitled upon exercise of such Award;

(c) adjustments permitting the immediate exercise of any outstanding Awards that are not otherwise exercisable; or

(d) adjustments to the number or kind of Shares reserved for issuance pursuant to the Plan.

Section 10.2 Change of Control.

Except as may be provided in an Approved Agreement, and notwithstanding anything else to the contrary herein, in the event of a potential Change of Control, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or the Awards (including, for greater certainty, to cause the vesting of all unvested Awards) to assist the Participants to tender into a take-over bid or participating in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants to conditionally exercise their Options and SARs, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If, however, the potential Change of Control referred to in this Section 10.2 is not completed within the time specified therein (as the same may be extended), then notwithstanding this Section 10.2 or the definition of “Change of Control”: (i) any conditional exercise of vested Options and/or SARs shall be deemed to be null, void and of no effect, and such conditionally exercised Awards shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to exercise of Options and/or SARs which vested pursuant to this Section 10.2 shall be returned by the Participant to the Corporation and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Awards which vested pursuant to this Section 10.2 shall be reinstated.

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Section 10.3 Amendment or Discontinuance of the Plan.

(1) The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the Participants provided that such suspension, termination, amendment or revision shall:

(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

(b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, the Nasdaq or any other regulatory body having authority over the Corporation; and

(c) be subject to shareholder approval, where required by law or the requirements of the Nasdaq, provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation make the following amendments to this Plan:

(i) any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

(ii) any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;

(iii) any amendment regarding the effect of termination of a Participant’s employment or engagement;

(iv) any amendment which accelerates the date on which any Option or SAR may be exercised under the Plan;

(v) any amendment to the definition of an Eligible Participant under the Plan;

(vi) any amendment necessary to comply with applicable law or the requirements of the Nasdaq or any other regulatory body;

(vii) any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

(viii) any amendment regarding the administration of the Plan;

(ix) any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of financial assistance or clawback which is adopted; and

(x) any other amendment that does not require the approval of the shareholders of the Corporation under Section 10.3(2).

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(2) Notwithstanding Section 10.3(1), the Board shall be required to obtain shareholder approval for any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 10;

(3) The Board may, by resolution, advance the date on which any Award may be exercised or payable or, subject to applicable regulatory provisions, including any rules of a Stock Exchange or shareholder approval requirements of Section 409A, extend the expiration date of any Award, in the manner to be set forth in such resolution provided that the period during which an Option or a SAR is exercisable or RSU is outstanding does not exceed ten (10) years from the date such Option or SAR is granted in the case of Options and SARs and three (3) years after the calendar year in which the services giving rise to the award were rendered in the case of RSUs. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any Option or SAR may be exercised or RSU may be outstanding by any other Participant.

Article 11
Miscellaneous

Section 11.1 Use of an Administrative Agent and Trustee.

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

Section 11.2 Tax Withholding.

(1) Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable taxes and source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding obligation may be satisfied by (a) having the Participant elect to have the appropriate number of such Shares sold by the Corporation, the Corporation’s transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 11.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.

(2) Notwithstanding Section 11.2(1), the applicable tax withholdings may be waived where a Participant other than a U.S. Resident directs in writing that a payment be made directly to the Participant’s registered retirement savings plan in circumstances to which subsection 100(3) of the regulations made under the Tax Act apply.

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Section 11.3 Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement). Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the Corporation, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) any policy adopted by the Corporation applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Exchange Act, and any related policy adopted by the Corporation. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 11.3.

Section 11.4 Securities Law Compliance.

(1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and exercise of any Option or SAR, and the Corporation’s obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of applicable Stock Exchanges and to such approvals by any regulatory or governmental agency as may, as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.

(2) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the securities laws of any foreign jurisdiction (other than Canada and the United States) or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.

(3) The Corporation shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been duly listed with a Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.

(4) If Shares cannot be issued to a Participant upon the exercise of an Option or a SAR due to legal or regulatory restrictions, the obligation of the Corporation to issue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option or SAR will be returned to the applicable Participant as soon as practicable.

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Section 11.5 Reorganization of the Corporation.

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Section 11.6 Participant Information.

Each Participant agrees to provide the Corporation with all information (including personal information, which means any information of an identifiable individual) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be shared with third parties in connection with such administration (such persons, “Recipients”). Recipients may be located in the Participant’s jurisdiction of residence, or elsewhere, and the Participant’s jurisdiction may have different data privacy laws and protections than the Recipients’ jurisdiction(s). Each Participant consents to such sharing and authorizes the Corporation to share the Participant’s information on their behalf and authorizes such Recipients to receive, possess, use, retain, transfer and otherwise process the information, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan. A Participant may, at any time, refuse or withdraw the consents in this Section 11.6 by giving written notice to the Corporation. If the Participant refuses or withdraws the consents in this Section 11.6, the Corporation may cancel the Participant’s participation in the Plan and, in the Board’s discretion, the Participant may forfeit any of their outstanding Awards.

Section 11.7 Compliance with Employment Standards.

It is understood and agreed that all provisions of the Plan and any Approved Agreement (the “Plan Documents”) are subject to all applicable minimum requirements of ESL and it is the intention of the Corporation and its Subsidiaries to comply with the minimum applicable requirements contained in ESL. Accordingly, the Plan Documents shall: (a) not be interpreted as in any way waiving or contracting out of ESL, and (b) be interpreted to achieve compliance with such legislation. In the event that ESL requires the Corporation or one of its Subsidiaries to provide the Participant a superior right or entitlement upon termination of employment or otherwise (“Statutory Entitlements”) than provided for under the Plan Documents, the Corporation or one of its Subsidiaries, as applicable, will provide the Participant with the Participant’s minimum Statutory Entitlements in substitution for the Participant’s rights under the Plan Documents. There shall be no presumption of strict interpretation against the Corporation or any Subsidiary.

Section 11.8 No Notice of Expiration.

It is understood and agreed that the Corporation and its directors, officers, employees, attorneys and agents do not have any obligation to notify the Participant prior to the expiration of any Option or SAR awarded under this Plan, regardless of whether such Award will expire at the end of its full term or an earlier date related to the termination of the Participant’s employment or engagement. The Participant agrees that the Participant has the sole responsibility for monitoring the expiration of any Options and SARs and for exercising such Awards, if at all, prior to their expiration.

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Section 11.9 Quotation of Shares.

So long as the Shares are listed on one or more Stock Exchanges, the Corporation must apply to such Stock Exchange or Stock Exchanges for the listing or quotation, as applicable, of the Shares underlying the Awards granted under the Plan, however, the Corporation cannot guarantee that such Shares will be listed or quoted on any Stock Exchange.

Section 11.10 No Fractional Shares.

No fractional Shares shall be issued upon the exercise or settlement of any Option, RSU, DSU or SAR granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the exercise or settlement of such Option, RSU, DSU or SAR, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the right to acquire the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

Section 11.11 International Participants.

With respect to Participants who reside or work outside Canada and the U.S., the Board may, in its sole discretion, amend, or otherwise modify, without shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Board may, where appropriate, establish one or more sub-plans to reflect such amended or otherwise modified provisions.

Section 11.12 Electronic Delivery.

The Corporation or the Board may from time to time establish procedures for (i) the electronic delivery of any documents that the Corporation may elect to deliver (including, but not limited to the Plan Documents and all other forms of communications) in connection with any award made under the Plan, (ii) the receipt of electronic instructions from Participants and/or (iii) an electronic signature system for delivery and acceptance of any such documents. Compliance with such procedures will satisfy any requirement to provide documents in writing and/or for a document to be signed or executed.

Section 11.13 Governing Laws.

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

Section 11.14 Severability.

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

Section 11.15 Effective Date of the Plan.

The Plan was approved by the Board and shall take effect on [●], 2023.

Section 11.16 Language.

By accepting any award under the Plan, the Participant confirms that it is the Participant’s express wish to receive this document in English only and to be bound only by such English version and to receive all other documents related to any award or the Plan, including notices, in the English language only and declare that the Participant is satisfied with this. En acceptant tout octroi aux termes du régime, le participant confirme sa volonté expresse de recevoir le présent document en langue anglaise seulement, et d’être lié par le présent document en langue anglaise seulement et de recevoir tous les autres documents afférents à tout octroi ou au régime, y compris les avis, en langue anglaise seulement et s’en déclare satisfait.

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EXHIBIT A

LEDDARTECH HOLDINGS INC.
FORM OF OPTION AGREEMENT

This option agreement (this “Option Agreement”) evidences an award of Options granted by LeddarTech Holdings Inc. (the “Corporation”) to the undersigned (the “Participant”) pursuant to and subject to the terms and conditions of the LeddarTech Holdings Inc. Omnibus Incentive Plan (the “Plan”), which is incorporated herein by reference and forms an integral part of this Option Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan. Certain provisions of the Plan are reproduced or summarized herein for your convenience; however, this Option Agreement is not comprehensive.

Section 1.1 Grant of Options

(1) The Corporation confirms that the Participant has been granted Options under the Plan on the following basis, subject to the terms and conditions of the Plan:

Date of Grant

Number of Options

Option Price (US$)

Vesting Schedule (including Performance Criteria)

Option Term

Type of Options (U.S. Participant)

(2) Attached hereto and forming an integral part of this Option Agreement as Schedule A is a Form of Election to Exercise that the Participant may use to exercise any of his or her Options in accordance with the Plan at any time and from time to time prior to the expiry of the Option Term of such Options, subject to any vesting or other applicable conditions. Such notice shall be delivered at the Corporation’s registered office to the attention of the Corporate Secretary of the Corporation or any other individual that the Corporate Secretary of the Corporation may from time to time designate.

(3) The Participant understands that Section 8.2 of the Plan governs their rights to these Options upon the termination of their employment or engagement with the Corporation or any of its Subsidiaries. In summary:

a. The unvested portion of these Options will be terminated upon the Participant’s Termination Date (regardless of whether the termination is lawful or unlawful, with or without Cause, an whether the Participant or the Corporation or any Subsidiary initiates the termination), and if the Participant is terminated for Cause, the vested portion of these Options will also, subject to ESL, be terminated immediately on the Participant’s Termination Date.

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b. If the Participant ceases to be an Eligible Participant due to the termination of their employment or engagement other than for Cause, or if they resign, the vested portion of these Options will remain available for exercise until the earlier of 90 days following the Participant’s Termination Date and the expiration of these Options.

c. If the Participant ceases to be an Eligible Participant due to their Retirement or because of permanent disability, the unvested portion of these Options will terminate and become immediately void, and the vested portion of these Options will remain exercisable for a period of one (1) year following the date of Retirement or permanent disability and the expiration of these Options.

d. If the Participant ceases to be an Eligible Participant due to their death, then the vested portion of their Options shall remain outstanding until the earlier of eighteen (18) months following their date of death and the expiration of these Options. Any portion of these Options that would have vested within the twelve (12) months immediately following the Participant’s date of death will vest as of their date of death.

(4) If the Participant has executed and become a party to a non-competition or a non-solicitation agreement with the Corporation or any of its Subsidiaries, the Participant’s rights hereunder shall be subject to the restrictive covenants and other provisions contained in that agreement. Where the Participant is determined by the Board in its sole and absolute discretion to have breached any such restrictive covenant, all outstanding Options shall terminate and be forfeited immediately; provided, however, that the foregoing will not limit the application of the provisions contained in the Plan and in this Option Agreement.

(5) Any exercise of Options by the Participant shall be made in accordance with the Corporation’s insider trading policy. Should the expiry date of any Option Term fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, then unless the extension would result in tax penalties, such expiry date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiry date for such Options for all purposes under the Plan.

Section 1.2 Non-Transferrable Option

Each Option granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

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Section 1.3 Acknowledgments

By accepting this Option Agreement, the Participant represents, warrants and acknowledges that (i) he or she has read and understands the Plan and agrees to the terms and conditions thereof and of this Option Agreement; (ii) his or her participation in the trade and acceptance of the Options is voluntary; (iii) he or she has not been induced to participate in the Plan by expectation of engagement, appointment, employment, continued engagement, continued appointment or continued employment, as applicable, with the Corporation or its Affiliates; and (iv) neither the Participant nor the Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares covered by the Participant’s Options by reason of the grant of such Options until such Options has been duly exercised and Shares have been issued in respect thereof.

Section 1.4 Governing Law

This Option Agreement and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

Section 1.5 Counterparts

This Option Agreement may be executed and delivered in any number of counterparts (including by facsimile, email or other electronic means), each of which is deemed to be an original, and such counterparts together constitute one and the same agreement.

Section 1.6 Language

By accepting this Option Agreement under the Plan, the Participant confirms that it is the Participant’s express wish to receive this Option Agreement in English only and to sign and be bound only by such English version and to receive all other documents related to this Option Agreement or the Plan, including notices, in the English language only and declare that the Participant is satisfied with this. En acceptant tout octroi aux termes du régime, le participant confirme sa volonté expresse de recevoir le présent document en langue anglaise seulement, et de signer et d’être lié par le présent document en langue anglaise seulement et de recevoir tous les autres documents afférents à tout octroi ou au régime, y compris les avis, en langue anglaise seulement et s’en déclare satisfait.

[The remainder of this page is intentionally left blank]

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Unvested portions of these Options will expire upon termination of Participant’s employment or engagement as set out in the Plan and the vested portion will expire if termination is for Cause; Participant will not be entitled to compensation (subject to any minimum applicable requirements of applicable employment standards legislation) or damages pursuant to contract, common law or civil law in respect of any such expiry and cancellation. See Section 8.2 of the Plan for details.  

Participant’s Options are subject to the terms of the Plan which is hereby delivered to Participant and accessible by Participant at any time via [insert location or link]. Participant must read the Plan.  

Accepted and agreed to this ___ day of _________, 20__.

Corporation:	LEDDARTECH HOLDINGS INC.
	By:
	Name:
	Title:
Participant:
	Signature of Participant
	Name of Participant (Please Print)
Address:

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SCHEDULE A

FORM OF ELECTION TO EXERCISE OPTIONS

TO: LEDDARTECH HOLDINGS INC. (the “Corporation”)

I, the undersigned option holder, hereby irrevocably elect to exercise Options granted by the Corporation to me pursuant to an Option Agreement dated __________, 20___ under the LeddarTech Holdings Inc. Omnibus Incentive Plan (the “Plan”), for the number of Shares set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Plan.

I hereby elect to surrender my Options, in whole or in part, in accordance with Sections 4.6 of the Plan:

Number of Shares to be Acquired:
Option Price (per Share):	$
Aggregate Option Price:	$
Amount Enclosed:	$

and hereby tender a certified cheque, bank draft or other form of payment confirmed as acceptable by the Corporation for such aggregate exercise price, and, if applicable, all source deductions, and direct such Shares to be registered in the name of:

I hereby agree to file or cause the Corporation to file on my behalf, on a timely basis, all insider reports and other reports that I may be required to file under applicable securities laws. I understand that this request to exercise my Options is irrevocable.

DATED this ___ day of ___________, 20 ___.

Signature of Option holder

Name of Option holder (Please Print)

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EX-10.19

Exhibit 10.19

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into in Quebec City as of this 1^st day of October, 2023

BETWEEN:	LEDDARTECH INC., a legally constituted corporation having its head office at 4535 Wilfrid-Hamel Boulevard, #240, Québec City, Québec G1P 2J7;
	(hereinafter referred to as the “Corporation”)
AND:	FRANTZ SAINTELLEMY, a business executive residing and domiciled at 120, Les Érables, Laval, Québec, H7R 1A4;
	(hereinafter referred to as the “Executive”)

WHEREAS the Executive is currently the President and Chief of Operations of the Corporation and has been employed by the Corporation since October 16, 2017;

WHEREAS the Corporation wishes to continue to retain the services of the Executive to fill the position of President & Chief Executive Officer (CEO) and the Executive is interested in so doing, all in accordance with the terms and conditions set out herein;

WHEREAS the Executive’s position will be based at the head office of the Corporation and in Montreal;

WHEREAS the parties hereto wish to set out the nature and conditions of such employment; and

WHEREAS the Executive has had the opportunity to review this Agreement with counsel, if he desired, prior to agreeing to the terms of this Agreement;

NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Preamble

1.1 The preamble hereto forms an integral part of this Agreement.

2. Nature of Services

2.1 The Corporation hereby engages the personal and exclusive services of the Executive, who accepts, to fill the position of President & Chief Executive Officer (CEO).

2.2 For so long as the Executive serves as President and Chief Executive Officer of the Corporation, he shall be nominated for election as a director at each annual or special meeting of the shareholders of the Corporation in which directors are to be elected by the shareholders of the Corporation.

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3. Duties

3.1 The Executive agrees to carry out all tasks, duties and responsibilities normally related to his position, and any other task and duty not inconsistent with his position which may be assigned to him from time to time by the board of directors of the Corporation (the “Board”), or such other member of the Board as may be designated by the Board. Without limiting the generality of the foregoing, the Executive’s tasks, duties and responsibilities are described in Appendix A and include any related task deemed necessary for the success of the Corporation’s various projects and its sound management as well as those that may be determined from time to time by the Corporation and are consistent with the Executive’s role (the “Duties”).

3.2 The Executive agrees to make every effort to fully and diligently carry out his Duties; the Executive further agrees to faithfully advance the interests of the Corporation and to exclusively devote his time and energy thereto, except as may otherwise be agreed to in writing by the Corporation.

3.3 For the duration of the Agreement, the Executive acknowledges and agrees that he shall provide services to the Corporation under this Agreement on a full-time basis. Notwithstanding the preceding sentence, the Executive may assume other consulting, advisory or directorship responsibilities for third parties with the prior written consent of the Chairman of the Board, which consent shall not be unreasonably withheld, provided that such responsibilities do not and will not conflict or unreasonably interfere with the performance of his responsibilities to the Corporation. The Executive confirms that at the time of this Agreement, his outside commitments are limited to the three (3) engagements listed in Appendix B and the Corporation agrees that the Board has consented to such engagements. The Executive undertakes to restrict his external engagements to no more than three (3) with equivalent or less time demanding requirements as the engagements listed in Appendix B, each of which must be approved by the Board.

3.4 The Executive shall be employed as President & CEO by the Corporation for an indefinite period commencing on the closing date of the business combination agreement dated June 12, 2023 (the “BCA”) that has been entered into between the Corporation and Prospector Capital Corp. (the “Effective Date”) and will report to the Board and shall collaborate with the direction of the Board for the general orientations and strategic matters.

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4. Compensation

4.1 As consideration for the performance of the Duties pursuant to this Agreement, the Corporation shall pay the Executive the following gross base salary (the “Base Salary”), from which all applicable tax deductions shall be withheld, namely:

4.1.1 For the period from October 1^st, 2023 to September 30^th, 2024, inclusively, an annual base salary of $475,000, payable bi-weekly in accordance with the Corporation’s pay policy.

4.1.2 For subsequent years, the parties agree to review and, if appropriate, renegotiate the Executive’s base salary in good faith. This review will be based in particular on achievement by the Executive of the objectives determined by the Corporation as well as on its financial situation.

5. Performance Cash Bonus

5.1 Subject to the approval of the Board, the Executive shall be entitled to receive an annual performance cash bonus (the “Bonus”). The target amount of the Bonus will be 100% of the Base Salary, if earned, and will be determined based on the Executive’s achievement of the objectives set by the Board.

5.2 The Executive shall, subject to the approval of the Board, be granted such number of stock options as is equal to 3.0% of the aggregate number of shares of LeddarTech Holdings Inc. immediately after the closing of the BCA (the “Options”) in accordance with the LeddarTech Holdings Inc. Omnibus Incentive Plan to be adopted concurrently with the closing of the BCA (as the same may be amended from time to time, the “LTIP”), a copy of which is appended to the BCA and has been provided to the Executive, exercisable at a strike price that shall be determined by the Board at the time of the grant, and the terms of an Option Agreement (as such term is defined in the LTIP).

5.2.1 The Options shall vest as to twenty-five percent (25%) of the total amount upon the first anniversary of the grant date and thereafter ratably on a monthly basis for the remaining three (3) years. For clarity, the total vesting period is four (4) years.

5.3 The Executive shall, subject to the approval of the Board, be granted such number of Restricted Share Units as is equal to 1.625% of the aggregate number of shares of LeddarTech Holdings Inc. immediately after the closing of the BCA (“RSUs”) in accordance with the LTIP and the terms of a RSU Agreement (as such term is defined in the LTIP).

5.3.1 0.375% of the 1.625% of such RSUs shall have time-based vesting and shall vest as to one-third (1/3) of the total amount upon each of the first, second and third anniversaries of the grant date.

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5.3.2 the remaining 1.25% of the 1.625% of such RSUs will have both the time- based vesting terms and shall vest as to twenty-five percent (25%) of the total amount upon each of the first, second, third and forth anniversaries of the grant date and performance-based vesting, tied to the satisfaction of the following criteria: (i) 60% if the Corporation enters into, within 2-years after grant, its first customer contract with an original equipment manufacturer (“OEM”) (or with a Tier-1 who has a contract with an OEM and meets the same conditions) that represents a design win for the Corporation for an OEM series production that will create at least 150,000 units a year in volume for its fusion and perception products and (ii) 40% if the Corporation, within 4-years after grant, (a) sends out its first undisputed invoice for payment for product delivery for OEM installation against a contract with an OEM (or with a Tier-1 who has a contract with an OEM) needing in excess of 150,000 units a year in volume for its fusion and perception products and (ii) appropriately books that invoice as revenue in accordance with IFRS requirements. Such performance-based RSUs (referred to in this Agreement as “PSUs”) may be earned for each goal at any point during the defined performance period for such goal, with shares that have already satisfied the time-vesting criteria immediately vesting and unvested shares “banked” until the next time-based vesting event. For example: if first goal is achieved at the end of year 2, 50% of the PSUs earned for achieving goal 1 would immediately vest (i.e., the portion eligible to vest on the first and second anniversaries of grant once the performance goal is satisfied), then 25% of the remainder would vest on each of the third and fourth anniversaries of grant. No PSUs vest if goals are not achieved.

5.3.3 The RSUs and PSUs, upon full vesting (as the case may be) shall be settled by the delivery to the Executive of treasury shares of the Corporation in accordance with the LTIP.

5.3.4 In the event of a Change of Control (as such term is defined in the LTIP) and notwithstanding any provision to the contrary in the LTIP, the performance-based milestones for the PSUs set out in section 5.3.2 or in the Grant Agreement (as such term is defined in the LTIP), as the case may be, will be deemed satisfied. Such PSUs will remain subject to the time-based vesting requirements set out in section 5.3.1 or in the Grant Agreement, as the case may be.

5.4 For the avoidance of doubt, the awards granted pursuant to sections 5.2 and 5.3 are a one-time grant. Any subsequent grants (if any) shall be at the discretion of the Board and shall be evidenced by a written agreement, as the case may be. The Executive will become eligible for additional equity grants on October 1, 2025.

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6. Other Benefits

6.1 The Executive is eligible to participate in the benefit plan applicable to all employees of the Corporation, in accordance with plan terms and conditions, as amended from time to time.

6.2 The Executive is entitled to five (5) weeks of paid vacation annually, accrued according to the number of days worked in the entitlement year. The timing of such vacation shall be determined by mutual agreement between the Executive and the Chairman of the Board and by taking into consideration the Executive’s preference and the Corporation’s operating needs. It is understood and agreed that no more than fifteen (15) days can be taken consecutively unless agreed with the Chairman of the Board.

6.3 The Executive shall also be entitled to four (4) additional paid days off, as applicable, being the business days between December 26 and 31 of each year during which the Corporation’s offices are closed.

6.4 The Corporation agrees to reimburse the Executive, upon presentation of supporting documents, for all reasonable expenses incurred in the performance of the Duties, in accordance with the Corporation’s policies in effect.

7. Confidentiality

7.1 The Executive expressly agrees and undertakes, for as long as he shall be employed by the Corporation and at any time after termination of employment, not to divulge, publish or otherwise disclose to any person, and not to use, except for the purpose of his employment with the Corporation, any information relating to:

7.1.1 the affairs of the Corporation, including, without limiting the generality of the foregoing, any information relating to the financial situation, clients or contracts of the Corporation, regardless of how such information was obtained and the purpose for which it is disclosed;

7.1.2 any intellectual property belonging to the Corporation, including, without limiting the generality of the foregoing, any information which is subject to, or which may be subject to, copyright, patent, trademark, trade secret or registered industrial design;

7.1.3 any idea, invention or discovery belonging to the Corporation;

7.1.4 any software belonging to the Corporation, including any documentation, content and trade secret of the Corporation; or

7.1.5 any information belonging to any of the companies, businesses or persons with which the Corporation has dealings or does business.

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8. Intellectual Property

8.1 The Executive agrees that any work product produced in connection with his employment for the Corporation, including any documents produced or used to perform such work (and the information contained therein), shall be the property of the Corporation, and the Executive agrees to surrender to the Corporation, at the end of his employment, where applicable, any such documents in his possession at that time.

8.2 In consideration for his employment, the Executive hereby assigns and transfers to the Corporation or any such other person or entity as it may designate, all its rights, titles or interests without any restriction, in any product of work created in the context of his work, individually or with others, including without limitation, any invention, discovery, idea, improvement, development, work, computer program or source code, as may be subject or not to any intellectual property right, (the “Creations”).

8.3 The Executive waives all moral rights and drag-along rights he may hold in the Creations produced by him, including, but not limited to, the moral rights as per the Copyright Act (Canada), to the extent that he may waive such rights.

8.4 The Executive agrees to inform the Corporation, as soon as he produces a Creation and agrees to promptly communicate any information relevant thereto and agrees not to disclose to any other person any information relating to such Creation, unless prior written approval is obtained from the Corporation.

8.5 The Executive represents and warrants to the Corporation that any Creation made by him shall be original and, to the best of his knowledge, shall not affect any right of any kind whatsoever of any physical or legal person.

8.6 The Executive agrees that the Corporation may, in its sole discretion, take or cause to be taken all necessary steps to protect its intellectual property rights, including the steps required for obtaining, maintaining and enforcing patents and using any other means to protect intellectual property rights and to cooperate fully with the Corporation in this respect.

8.7 The Executive agrees to complete and sign without delay, at the Corporation’s request, any document necessary or useful to establish and give effect to the preceding paragraphs.

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9. Non-Competition and Non-Solicitation

9.1 The Executive agrees, for the entire duration of his employment with the Corporation and for a period of twelve (12) months from the date on which he ceases to be employed by the Corporation, not to, for him or another person, directly or indirectly, in any capacity whatsoever, including, without limitation, as a shareholder, director, partner, consultant, employer, employee, principal, agent, representative, franchisee, franchisor, distributor, advisor, lender or guarantor, perform the same or similar duties or activities, in whole or in part, to those carried out by the Corporation as at the date of termination of his employment. As at the date hereof, the Corporation’s activities include the design, production, sale and distribution of sensor fusion and perception software solutions for ADAS and autonomous driving, in the automotive and industrial markets. The following territories shall be covered by this clause: the United States, Canada, the member countries of the European Union and of the European Free Trade Association, Israel, Japan, Korea, India as well as Greater China, comprising the People’s Republic of China (including Special Administrative Regions of Hong Kong and Macau) and the Republic of China (Taiwan).

9.2 The Executive agrees, for the entire duration of his employment with the Corporation and for a period of twelve (12) months from the date on which he ceases to be employed by the Corporation, not to, for himself or any other person, directly or indirectly, in any capacity whatsoever, including, but not limited to, as shareholder, director, partner, consultant, employer, executive, principal, agent, mandator, mandatary, franchisee, franchisor, distributor, advisor, lender or guarantor, solicit the Corporation’s customers and employees, or permit the use of his name to solicit the Corporation’s customers or employees and to do nothing to convince or cause any person to decide to terminate its business relations with the Corporation in relation to the business area set out in section 9.1 above.

9.3 The Executive acknowledges that the undertakings set out in this section are reasonable in the circumstances and are necessary to protect the competitive position of the Corporation.

10. Non-Disparagement

10.1 The Executive shall not make any public statements that disparage the Corporation, their respective subsidiaries, affiliates, employees, officers, directors, products or services. Nor shall the executives and members of the Board (or similar governing body) of the Corporation make any public statements that disparage the Executive or his family. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this section 10.

10.2 The provisions of this section 10 shall survive the termination of the Executive’s employment for any reason.

11. Term

11.1 This Agreement is granted for an indeterminate period beginning on the Effective Date and ending in accordance with the provisions of this employment Agreement.

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12. Termination

12.1 This Agreement shall be terminated:

12.1.1 by written consent of the parties;

12.1.2 by the resignation of the Executive from his duties, with the Executive undertaking in such circumstances to send a written notice of his resignation to the Corporation at least three (3) months before the effective date of such resignation; the Executive acknowledges the right of the Corporation to waive the notice period in whole or in part and to indemnify the Executive for the unexpired period of the notice;

12.1.3 by the dismissal of the Executive from his duties without notice or pay in lieu of notice for a serious reason, including but not limited to, theft, fraud, unethical conduct, a material breach of any of the essential conditions or provisions of this Agreement and any other action or behaviour that could or would constitute a serious reason within the meaning of article 2094 of the Civil Code of Quebec;

12.1.4 at the Corporation’s option and for reasons other than those set out in section 12.1.3, by giving the Executive a period of notice of twelve (12) months or pay (including all benefits associated with this Agreement) in lieu of such notice in accordance with applicable law in exchange for a full and final release and discharge of any claim arising from the termination of his employment, whether by way of notice, severance pay, notice of termination, damages or by any other means;

12.1.5 by the death of the Executive; or

12.1.6 in the event that the Executive remains subject to a protection plan established by law for more than one hundred and eighty (180) consecutive days or, if the Executive is subject to one or more disabilities, established by medical assessment, where such disabilities render him unable to perform his duties in the usual manner, for various periods totalling twelve (12) months over a period of thirty-six (36) months; the Executive agrees, at the written request of the Corporation, to undergo any medical examination required for the establishment of such medical assessments; in the event that the Executive neglects, omits or refuses to undergo such medical examination within a reasonable period of time following such written request, the Executive shall then be deemed to be disabled for the purposes of this Agreement.

12.2 In the event of termination of this Agreement by the Corporation pursuant to section 12.1.4, the Executive shall be entitled to receive access to an executive recruiting services firm to assist with replacement services and the Corporation will pay or reimburse the reasonable costs of such services.

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12.3 In the event of termination of this Agreement by the Corporation pursuant to section 12.1.4 or by the Executive for Good Reason (as such term is defined hereafter), in either case within a period of: (i) ninety (90) days before, or (ii) twelve (12) months following, a Change of Control, any unvested Options, RSUs and PSUs held by the Executive pursuant to the LTIP shall vest and become immediately exercisable subject to and in accordance with the LTIP and the relevant Grant Agreement. In the case of the Options, such Options shall be exercisable within the earlier of ninety (90) days after the Termination Date (as such term is defined in the LTIP) and the expiry date of the Options set forth in the Grant Agreement. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s written consent: (i) a material diminution, through one or more changes, in Executive’s employment duties, responsibilities and authority, measured in the aggregate; (ii) a material reduction in Executive’s Base Salary and Bonus, except for a reduction in connection with a contemporaneous reduction in the salary and bonus paid to other senior executives of the Corporation; or (iii) a relocation of Executive’s principal workplace to a location more than forty (40) kilometers from its location as of the date hereof; provided, that Executive provides notice of such circumstances in (i), (ii) or (iii) to the Board within thirty (30) days of such circumstances’ occurrence, the Corporation fails to cure such circumstances within thirty (30) days of receipt of such notice and Executive resigns within thirty (30) days following the end of the Corporation’s cure period.

12.4 Notwithstanding the termination of this Agreement, the provisions of sections 7, 8 and 9 shall remain in force and have full force and effect.

13. Miscellaneous

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, without regards to conflicts of laws principles thereof, and jurisdiction shall be vested in the competent courts of the judicial district of Québec City.

13.2 Severability. In the event that any one or more of the provisions of this Agreement, for any reason whatsoever, shall be or become invalid, illegal or unenforceable in any respect or shall be declared null or void, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby and shall remain in force as if the Agreement had been signed without the invalid provision.

13.3 Entire Agreement/Amendments. This Agreement contains the entire and sole statement of the agreement between the parties with respect to the employment of the Executive by the Corporation. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

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13.4 No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

13.5 Assignment. This Agreement, and all of the Executive’s rights and duties hereunder, shall not be assignable or delegable by the Executive. Any purported assignment or delegation by the Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Corporation to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Corporation. Upon such assignment, the rights and obligations of the Corporation hereunder shall become the rights and obligations of such affiliate or successor person or entity.

13.6 Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors and heirs.

14. Agreement Date

14.1 Notwithstanding the date of signing hereof, this Agreement shall attest to an agreement effective on Effective Date.

15. Executive Representation

15.1 The Executive hereby represents to the Corporation that the execution and delivery of this Agreement by the Executive and the Corporation and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which the Executive is a party or otherwise bound.

16. Prior Agreements

16.1 This Agreement supersedes all prior agreements and understandings (including verbal agreements) between the Executive and the Corporation and/or its affiliates regarding the terms and conditions of the Executive’s employment with the Corporation and/or its affiliate.

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17. Cooperation

17.1 Upon reasonable advance notice (which, following termination of this Agreement, shall include due regard for the Executive’s subsequent employment obligations), the Executive shall provide the Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during the Executive’s employment hereunder, at a reasonable hourly rate to be agreed to by the parties. This provision shall survive any termination of this Agreement. The Corporation will reimburse the Executive for reasonable out-of-pocket travel costs and expenses incurred by him as a result of providing such requested cooperation, subject to the Executive’s substantiation of such expenses.

18. Withholding Taxes and Deductions

18.1 The Corporation may withhold from any amounts payable under this Agreement such provincial and federal taxes and deductions as may be required to be withheld pursuant to any applicable law or regulation.

19. Currency

19.1 All dollar amounts in this Agreement refer to Canadian currency.

20. Language

20.1 The Executive declares having had received a French version of this Agreement, having elected to be bound by this English version of this Agreement and agrees that all correspondence and all documentation in respect thereof relating to this Agreement be written in the English language. Le cadre supérieur déclare avoir reçu une version française de la présente entente, qu’il a choisi d’être lié par la version anglaise de cette entente puis accepté que toute la correspondance et la documentation relative à cette entente soient rédigées en langue anglaise.

21. Counterpart

21.1 This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in Québec City, Québec as of the date first abovewritten.

LEDDARTECH INC.
Per:	/s/ Charles Boulanger
	Charles Boulanger
	I have the authority to bind the Corporation

ACKNOWLEDGEMENT

I acknowledge that I have received a copy of this Agreement. I freely agree to this Agreement with a free and enlightened consent after pursuing fair negotiations. I also declare having had the opportunity of consulting independent legal counsel and having received a full explanation of the terms, conditions, and consequences of the present Agreement, and further declare being satisfied with and having understood same.

It is my express wish, as per my free and fair negotiations with the Corporation, that the present Agreement be drafted exclusively in the English language. Il est de ma volonté expresse, conformément à mes négociations libres et justes avec la société, que le présent contrat soit rédigé exclusivement dans la langue anglaise.

/s/ Frantz Saintellemy

FRANTZ SAINTELLEMY

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APPENDIX A

Job Description – President & Chief Executive Officer

The CEO provides effective leadership and vision for the Corporation to grow value responsibly, in a commercial, profitable and sustainable manner. The CEO sets the ‘tone’ for Management to foster ethical and responsible decision making, appropriate management and best-in-class corporate practices. His primary objective is to achieve the budgeted customer design wins, revenue, margin and profitability measures as laid out in the Corporation’s budgets as approved by the Board, so as to enable a satisfactory and sustainable return to shareholders and provide the resources to implement the strategic plan as approved by the Board.

Core Responsibilities

1. Leadership

● Working with the Chairman and Board to ensure the Corporation’s operations are conducted in a best-in-class manner and that the Corporation has strong, productive relationships with shareholders and other stakeholders.

● Provide leadership in setting the Mission, Vision, Principles, Values, and the Corporation’s Annual Operating Plan, in conjunction with the Chairman and the Board .

● Lead the Corporation’s business growth in a profitable and sustainable manner through resourceful people, capitalizing on superior assets and innovation and operating in a socially responsible manner.

2. Strategic Planning

● Together with the Chairman and Board, development of a Strategic Plan for the Corporation to maximize its shareholders’ value.

● Ensure the implementation of the Strategic Plan.

● Report to the Chairman and Board in a timely manner on material deviations from the Strategic Plan or any parameters established by the Board.

3. Business Management

● Provide general supervision and management of the Corporation’s day-to-day affairs within the guidelines established by the Chairman and Board, consistent with decisions requiring prior approval of the Board and the Board’s expectations of Management.

● Ensure the development of an Annual Operating Plan including business plans, operational requirements, organisational structure, staffing and budgets that support the Strategy. With the support of the Chairman, recommend the Annual Operating Plan to the Board for review and approval.

● Ensure the implementation of the Annual Operating Plan and direct and monitor the Corporation’s activities and resources, consistent with the strategic direction, financial limits and operating objectives approved by the Board.

● Approve commitments within the limits of delegated approval authorities.

4. Organizational Effectiveness

● Develop a strong & performing organisation with the right people in the right positions.

● Together with the Chairman and the Board, ensure that the Corporation has an effective senior Management team below the level of the CEO.

● Ensure that the Chairman and Board has regular exposure to senior Management team members, and that there exists an effective plan of succession and development for the CEO and senior Management.

● Effectively manage the human resources of the organisation according to authorised personnel policies and procedures that fully conform to current laws and regulations and ensures the Corporation operates with high staff morale.

● Recommend appointments to senior Management, monitor performance of senior Management and provide feedback and training as appropriate.

5. Governance

● Communicate in a timely fashion with the Chairman and Board on material matters affecting the Corporation.

● Comply with all reasonable and lawful directions and policies received from the Board and Chairman.

● With the support of the Chairman, provide the Board assurance that the proper systems are in place to identify and manage business risks and that such risks are acceptable to the Corporation and are within the guidelines established by the Board.

● Ensure Directors are provided with information necessary to fulfil their responsibilities and statutory obligations.

6. Risk Management

● Ensure the accuracy, completeness, integrity and appropriate disclosure of the Corporation’s financial statements and other financial information through appropriate policies and procedures.

● Establish and maintain the Corporation’s disclosure controls and procedures through appropriate policies and procedures.

● Establish and maintain the Corporation’s internal controls over financial reporting through appropriate policies and procedures.

● Ensure that the Corporation has complied with all regulatory requirements for the Corporation’s financial information, reporting, disclosure requirements and internal controls over financial reporting.

● Provide required regulatory certifications regarding the Corporation and its activities.

● Ensure appropriate Corporation policies and procedures are developed, maintained and disclosed.

APPENDIX B

Outside Commitments

● University of Montreal – Chancellor & Chair of the Board of Governors (average of approx. 15 hours per quarter)

● Groupe 3737 – Director (average of approx. 5 hours per quarter)

● TBD (subject to approval of the Board) – industry-related commitment

EX-10.21

Exhibit 10.21

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into in Quebec City as of this 20^th day of September 2023

BETWEEN:	LEDDARTECH INC., a legally constituted corporation having its head office at 4535 Wilfrid-Hamel Boulevard, #240, Québec City, Québec G1P 2J7;
	(hereinafter referred to as the “Corporation”)
AND:	Christopher Stewart, an executive residing and domiciled at 10606 Gingerwood Cove, San Diego, California 92130;

(hereinafter referred to as the “Executive”)

WHEREAS the Corporation wishes to engage the Executive’s services to fill the position of Chief Financial Officer and the Executive is interested in so doing, all in accordance with the terms and conditions set out herein.

WHEREAS the parties hereto wish to set out with regard thereto the nature and conditions of such employment and accordingly subscribe to this contract such that they be recorded herein.

WHEREAS the parties hereto wish to set out the nature and conditions of such employment; and

WHEREAS the Executive has had the opportunity to review this Agreement with counsel, if he desired, prior to agreeing to the terms of this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Preamble

1.1 The preamble hereto forms an integral part of this Agreement.

2. Nature of Services

2.1 The Corporation hereby engages the personal and exclusive services of the Executive, who accepts, to fill the position of Chief Financial Officer (CFO).

2.2 The Executive shall be based in the San Diego area, in the State of California (United States), where he shall work from home, with travels to the Montreal location once every 6 weeks in addition to travel for ongoing business needs.

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3. Duties

3.1 The Executive agrees to carry out all tasks, duties and responsibilities normally related to his position, and any other task and duty not inconsistent with his position which may be assigned to him from time to time by Chief Executive Officer. Without limiting the generality of the foregoing, the Executive’s tasks, duties, and responsibilities are described in Appendix A and include any related task deemed necessary for the success of the Corporation’s various projects and its sound management as well as those that may be determined from time to time by the Corporation and are consistent with the Executive’s role (the “Duties”).

3.2 The Executive agrees to make every effort to carry out his Duties fully and diligently; the Executive further agrees to faithfully advance the interests of the Corporation and to exclusively devote his time and energy thereto, except as may otherwise be agreed to in writing by the Corporation.

3.3 For the duration of the Agreement, the Executive acknowledges and agrees that he shall provide services to the Corporation under this Agreement on a full-time basis.

3.4 The Executive shall comply with all lawful rules, policies, procedures, regulations, and administrative directions now or hereafter reasonably established by the Corporation.

4. Term

4.1 This Agreement shall begin at the beginning of employment on September 20, 2023, and continue for an indeterminate period until terminated in accordance with the provisions set forth herein.

5. Executive’s Representations

5.1 The Executive makes the following representations in favour of the Corporation:

5.1.1 Disclosure

The Executive has provided all information needed to assess his application for the position of Chief Financial Officer and has not omitted any information that would have caused the Corporation to lose interest in his application. The Executive acknowledges that he is not bound by any restrictive clauses such as non-competition or non-solicitation clauses.

5.1.2 Qualification and training

The Executive represents that he possesses the requisite experience and qualities needed to carry out the duties and assume the responsibilities required by the Corporation.

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5.1.3 Eligible to Work

The Executive acknowledges and agrees that his eligibility to work in the USA and in Canada is an essential condition of his employment with the Corporation. The Executive is legally eligible to work in the USA and has in good faith started the process for a Canadian work permit. The Executive acknowledges that if, in one hundred and eighty (180) days following his first day of employment, he fails to acquire a Canadian work permit, the Corporation will terminate him in accordance with the applicable legislation. The Executive agrees that it is his sole responsibility to take all the necessary steps to obtain a work permit. The Executive agrees to maintain these statuses throughout the term of his employment.

6. Compensation

6.1 As consideration for the performance of the Duties pursuant to this Agreement, the Corporation shall pay the Executive the following gross base salary (the “Base Salary”), from which all applicable tax deductions shall be withheld, namely:

6.1.1 For the specific period of September 20, 2023, to September 30, 2024, the Corporation undertakes to pay the Executive a base salary of USD$300,000, from which the usual and normal payroll deductions shall be taken, including, as the case may be, contributions to applicable benefit plans.

6.1.2 For subsequent years, the parties agree to review and, if appropriate, renegotiate the Executive’s base salary in good faith. This review will be based on achievement by the Executive of the objectives determined by the Corporation as well as on its financial situation.

7. Performance Cash Bonus

7.1 Subject to the approval of the board of directors of the Corporation (the “Board”), the Executive shall be entitled to receive an annual performance cash bonus (the “Bonus”). The target amount of the Bonus will be 50% of the Base Salary, if earned, and will be determined based on the Executive’s achievement of the objectives set by the Board, as such will be provided to the Executive (5) days following the Board approval.

7.2 The Executive shall, subject to the approval of the Board, be granted such number of stock options as is equal to 0.50 % of the aggregate number of shares of LeddarTech Holdings Inc. immediately after the closing of the business combination agreement dated June 12, 2023 (the “BCA”) that has been entered into between the Corporation and Prospector Capital Corp. (the “Options”) in accordance with the LeddarTech Holdings Inc. Omnibus Incentive Plan to be adopted concurrently with the closing of the BCA (as the same may be amended from time to time, the “LTIP”), a copy of which is appended to the BCA and has been provided to the Executive, exercisable at a strike price that shall be determined by the Board at the time of the grant, and the terms of an Option Agreement (as such term is defined in the LTIP).

7.2.1 The Options shall vest as to twenty-five percent (25%) of the total amount upon the first anniversary of the grant date and thereafter rateably on a monthly basis for the remaining three (3) years. For clarity, the total vesting period is four (4) years.

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7.3 The Executive shall, subject to the approval of the Board, be granted such number of Restricted Share Units as is equal to 0.65 % of the aggregate number of shares of LeddarTech Holdings Inc. immediately after the closing of the BCA (“RSUs”) in accordance with the LTIP and the terms of a RSU Agreement (as such term is defined in the LTIP).

7.3.1 0.20% of such RSUs shall have time-based vesting and shall vest as to twenty-five percent (25%) of the total amount upon each of the first, second, third and forth anniversaries of the grant date.

7.3.2 0.45% of such RSUs will have both the time-based vesting terms set forth in Section 7.3.1 and performance-based vesting. Such performance based RSUs are referred to in this Agreement as “PSUs”. The PSUs are split into two tranches: 0.20% (are referred to as “PSU1”) and subject to the vesting goals detailed in section 7.3.3 and 0.25% are referred to as “PSU2” and subject to the vesting goal detailed in section 7.3.4.

7.3.3 the PSU1 are subject to the following vesting criteria: (i) 50% if the Corporation enters into, within 2-years after grant, its first customer contract with an original equipment manufacturer (“OEM”) (or with a Tier-1 who has a contract with an OEM and meets the same conditions) that represents a design win for the Corporation for an OEM series production that will create at least 150,000 units a year in volume for its fusion and perception products and (ii) 50% if the Corporation, within 4-years after grant, (a) sends out its first undisputed invoice for payment for product delivery for OEM installation against a contract with an OEM (or with a Tier-1 who has a contract with an OEM) needing in excess of 150,000 units a year in volume for its fusion and perception products and (ii) appropriately books that invoice as revenue in accordance with IFRS requirements. Such PSU1s may be earned for each goal at any point during the defined performance period for such goal, with shares that have already satisfied the time-vesting criteria immediately vesting and unvested shares “banked” until the next time- based vesting event. For example: if first goal is achieved at the end of year 2, 50% of the PSUs earned for achieving goal 1 would immediately vest (i.e., the portion eligible to vest on the first and second anniversaries of grant once the performance goal is satisfied), then 25% of the remainder would vest on each of the third and fourth anniversaries of grant. No PSU1s vest if goals are not achieved.

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7.3.4 the PSU2 is tied to the following criteria: 100% if new financing of USD$30 million or more is secured in the first year of service of the Executive.

7.3.5 The RSUs and PSUs, upon full vesting (as the case may be) shall be settled by the delivery to the Executive of treasury shares of the Corporation in accordance with the LTIP.

7.3.6 In the event of a Change of Control (as such term is defined in the LTIP) and notwithstanding any provision to the contrary in the LTIP, the performance-based milestones for the PSUs set out in section 7.3.3, 7.3.4 or in the Grant Agreement (as such term is defined in the LTIP), as the case may be, will be deemed satisfied. Such PSUs will remain subject to the time-based vesting requirements set out in section 7.3.1 or in the Grant Agreement, as the case may be.

7.4 For the avoidance of doubt, the awards granted pursuant to sections 7.2 and 7.3 are a one-time grant. Any subsequent grants (if any) shall be at the discretion of the Board and shall be evidenced by a written agreement, as the case may be. The Executive will become eligible for additional equity grants on October 1, 2025.

8. Benefits

401(k) & Health Care

8.1 The Executive is eligible for the employee benefit plan applicable to all employees of the Corporation in the United States, in accordance with plan terms and conditions, as amended from time to time.

8.2 The Executive is entitled to five (5) weeks of paid vacation annually, accrued according to the number of days worked in the entitlement year. The timing of such vacation shall be determined by mutual agreement between the Executive and the Chief Executive Officer and by taking into consideration the Executive’s preference and the Corporation’s operating needs. It is understood and agreed that no more than fifteen (15) days can be taken consecutively unless agreed with the Chief Executive Officer.

8.3 The Executive shall also be entitled to four (4) additional paid days off, as applicable, being the business days between December 26 and 31 of each year during which the Corporation’s offices are closed.

8.4 The Corporation agrees to reimburse the Executive, upon presentation of supporting documents, for all reasonable expenses incurred in the performance of the Duties, in accordance with the Corporation’s policies in effect.

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8.5 The Executive shall be entitled to 10 paid holidays commonly observed in the United States. New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Memorial Day, July 4, Labor Day, Veteran’s Day Thanksgiving Day, the day after Thanksgiving, and Christmas. If a holiday falls on a Saturday, the Executive will receive the Friday before the holiday off; if the holiday falls on a Sunday, the Executive will receive the Monday after the holiday off.

9. Confidentiality

9.1 The Executive expressly agrees and undertakes, for as long as he shall be employed by the Corporation and at any time after termination of employment, not to divulge, publish or otherwise disclose to any person, and not to use, except for the purpose of his employment with the Corporation, any “Confidential Information,” which is defined as information relating to:

9.1.1 the affairs of the Corporation, including, without limiting the generality of the foregoing, any information relating to the financial situation, employees, clients, or contracts of the Corporation, regardless of how such information was obtained and the purpose for which it is disclosed.

9.1.2 any intellectual property belonging to the Corporation, including, without limiting the generality of the foregoing, any information which is subject to, or which may be subject to, copyright, patent, trademark, trade secret or registered industrial design;

9.1.3 any idea, invention or discovery belonging to the Corporation;

9.1.4 any software belonging to the Corporation, including any documentation, content, and trade secret of the Corporation; or

9.1.5 any information belonging to any of the companies, businesses, or persons with which the Corporation has dealings or does business.

9.2 Executive’s obligations under this Agreement are in addition to any obligations Executive has under state or federal law. Executive agrees to deliver to the Corporation immediately upon termination of Executive’s employment, or at any time the Corporation so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidential nature belonging to the Corporation) whether in hard copy, electronic, or other format, together with all copies of such material in Executive’s possession or control. Executive agrees that during Executive’s employment with the Corporation, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary or confidential information.

9.3 Executive’s obligations under this section are indefinite in terms and shall survive the termination of this Agreement. However, Executive further understands that nothing in this Agreement prohibits Executive from reporting to any governmental authority information concerning possible violations of law or regulation and that Executive may disclose Confidential Information to a government official or to an attorney and use it in certain court proceedings without fear of prosecution or liability, provided Executive files any document containing Confidential Information under seal and does not disclose the Confidential Information, except pursuant to court order.

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9.4 Executive acknowledges that certain whistleblower laws permit Executive to communicate directly with governmental or regulatory authorities, including communications with the U.S. Securities and Exchange Commission about possible securities law violations, without the Corporation’s permission or notification, and that the Corporation will not consider such communications to violate this or any other agreement between Executive and the Corporation or any Corporation policy. Executive further acknowledges that under U.S. Defend Trade Secrets Act of 2016, Executive will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made in confidence to government officials, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding, provided such filing is made under seal. If Executive has any questions as to what comprises such confidential or proprietary information or trade secrets, or to whom if anyone it may be disclosed, Executive will consult with the Corporation. Executive understands that in the event it is determined that the disclosure of trade secrets was not done in good faith, Executive will be subject to substantial damages, including punitive damages and attorneys’ fees.

10. Intellectual Property

10.1 The Executive agrees that any work product produced in the course of his employment for the Corporation, including any documents produced or used to perform such work (and the information contained therein), shall be the property of the Corporation, and the Executive agrees to surrender to the Corporation, at the end of his employment, where applicable, any such documents in his possession at that time.

10.2 In consideration for his employment, the Executive hereby assigns, conveys and transfers to the Corporation or any such other person or entity as the Corporation may designate, all of his rights, titles or interests without any restriction, in any work product, including without limitation, any invention, discovery, idea, improvement, development, work, computer program or source code, as may be subject or not to any intellectual property right, (i) created in the course of his employment, individually or with others, (ii) which otherwise relate at the time its conception or reduction to practice, to the Corporation’s business or actual or anticipated research of the Corporation, or (iii) which the Executive develops using the Corporation’s equipment, supplies, facilities, or trade-secret information (the “Creations”).

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10.3 The Executive waives all moral rights and drag-along rights he may hold in the Creations produced by him, including, but not limited to, the moral rights as per applicable law, to the extent that he may waive such rights.

10.4 The Executive agrees to inform the Corporation, as soon as he produces a Creation and agrees to promptly communicate any information relevant thereto and agrees not to disclose to any other person any information relating to such Creation, unless prior written approval is obtained from the Corporation.

10.5 The Executive represents and warrants to the Corporation that any Creation made by him shall be original and, to the best of his knowledge, shall not violate any right of any kind whatsoever of any physical or legal person.

10.6 The Executive agrees that the Corporation may, in its sole discretion, take or cause to be taken all necessary steps to protect its intellectual property rights in Creations, including the steps required for obtaining, maintaining and enforcing patents and using any other means to protect intellectual property rights and to cooperate fully with the Corporation in this respect.

10.7 The Executive agrees to complete and sign without delay, at the Corporation’s request, any document necessary or useful to establish and give effect to the preceding paragraphs. If because of Executive’s incapacity or for any other reason the Corporation is unable to secure Executive’s signature to apply for or pursue any application for registration of any U.S. or foreign patent or copyright covering Creations assigned to the Corporation as stated above, Executive hereby irrevocably appoints the Corporation and its duly authorized officers and agents as Executive’s agent and attorney in fact, to act in Executive’s stead to execute and file any such applications and to do all other lawful acts to further the prosecution, issuance, maintenance or enforcement of U.S. and foreign patent applications, patents and copyrights thereon with the same legal force and effect as if executed by Executive.

10.8 Executive has attached a list describing all Creations belonging to Executive and made by Executive prior to Executive’s employment with the Corporation that Executive wishes to have excluded from this Agreement. If no such list is attached to this Agreement, Executive represents that there are no such Creations.

NOTICE:  In accordance with California law, this section does not apply to Creations for which no equipment, supplies, facility, or trade-secret information of the Corporation was used and which was developed entirely on Executive’s own time, unless: (a) the Creation relates (i) directly to the business of the Corporation or (ii) to the Corporation’s actual or demonstrably anticipated research or development, or (b) the Creation results from any work performed by Executive for the Corporation.

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11. Non-Disparagement

11.1 The Executive shall not make any public statements that disparage the Corporation, its respective subsidiaries, affiliates, employees, officers, directors, products, or services. Nor shall the executives and members of the Board (or similar governing body) of the Corporation make any public statements that disparage the Executive or his family. Notwithstanding the foregoing, statements made during sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this section 11.

11.2 Nothing in this Agreement prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful.

12. Termination

12.1 This Agreement shall be terminated:

12.1.1 by written consent of the parties;

12.1.2 by the resignation of the Executive from his duties, with the Executive undertaking in such circumstances to send a written notice of his resignation to the Corporation at least three (3) months before the effective date of such resignation; the Executive acknowledges the right of the Corporation to, at its option, accelerate such termination date to any date after Executive’s notice of termination. The Corporation may also, at its option, relieve Executive of all duties and authority after notice of termination has been provided. All compensation, payments and unvested benefits will cease on the termination date;

12.1.3 by the dismissal of the Executive from his duties for Cause. For the purposes of this Agreement, “Cause” means the Corporation’s belief that any of the following has occurred: any breach of this Agreement by Executive; any failure to perform assigned job responsibilities that continues unremedied for a period of thirty (30) days after written notice to Executive by the Corporation and Executive shall only be entitled by such notice once per calendar year; commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; the Corporation’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in the judgment of the Corporation is harmful to the business or to the Corporation’s reputation; the Corporation’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; or the Corporation’s lack of funding sufficient to support Executive’s position. Upon termination of Executive’s employment hereunder for Cause or upon the death or disability of Executive, Executive will have no rights to any unvested benefits or any other compensation or payments after the termination date or the last day of the month in which Executive’s death or disability occurred, respectively. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of the Corporation and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on the Corporation will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days, or such longer period as may be required under disability law;

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12.1.4 at the Corporation’s option and for reasons other than those set out in section 12.1.3 or by the resignation of the Executive for Good Reason (as such term is defined hereafter).

12.2 Compensation upon Termination

12.2.1 If Executive’s employment with the Corporation is terminated by the Corporation without Cause or by Executive for Good Reason, and in either case Executive signs (and does not revoke, as permitted by law) a separation agreement including a comprehensive waiver and release of claims in such form as the Corporation may require (the “Release”) on or within the time period set forth therein, but in no event later than forty-five (45) days after Executive’s termination date, and allows such Release to become effective in accordance with its terms, then Executive will receive the following benefits:

i) the Corporation will continue to pay, as severance pay, Executive’s Base Salary at the rate in effect on the termination date through the date that is twelve (12) months from the termination date. Such payments will be at usual and customary pay intervals of the Corporation and will be subject to all appropriate deductions and withholding;

ii) access to an executive recruiting services firm to assist with replacement services and the Corporation will pay or reimburse the reasonable costs of such services;

iii) provided that Executive is eligible for and timely elects continued group health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following Executive’s termination date, the Corporation shall pay directly to the insurance provider the premium for COBRA continuation coverage for the Executive and Executive’s family for a period that will expire upon the earliest of (i) 12 months following the termination date, (ii) the effective date that Executive becomes eligible for new healthcare coverage eligibility available through new employment, or (iii) the date Executive is no longer eligible for COBRA coverage, whichever comes first.

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12.3 In the event of termination of this Agreement by the Corporation pursuant to section 12.1.4 or by the Executive for Good Reason (as such term is defined hereafter), in either case within a period of (i) ninety (90) days before, or (ii) twelve (12) months following, a Change of Control, any unvested Options, RSUs and PSUs held by the Executive pursuant to the LTIP shall vest and become immediately exercisable subject to and in accordance with the LTIP and the relevant Grant Agreement. In the case of the Options, such Options shall be exercisable within the earlier of ninety (90) days after the Termination Date (as such term is defined in the LTIP) and the expiry date of the Options set forth in the Grant Agreement. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without the Executive’s written consent: (i) a material diminution, through one or more changes, in Executive’s employment duties, responsibilities and authority, measured in the aggregate; (ii) a material reduction in Executive’s Base Salary and Bonus, except for a reduction in connection with a contemporaneous reduction in the salary and bonus paid to other senior executives of the Corporation; or (iii) a relocation of Executive’s principal workplace to a location more than forty (40) kilometers from its location as of the date hereof; provided, that Executive provides notice of such circumstances in (i), (ii) or (iii) to the Board within thirty (30) days of such circumstances’ occurrence, the Corporation fails to cure such circumstances within thirty (30) days of receipt of such notice and Executive resigns within thirty (30) days following the end of the Corporation’s cure period.

12.4 Notwithstanding the termination of this Agreement, the provisions of sections 9,10, 11 shall remain in force and have full force and effect.

13. Miscellaneous

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regards to conflicts of laws principles thereof, and jurisdiction shall be vested in the competent courts of the State of California.

13.2 Severability. In the event that any one or more of the provisions of this Agreement, for any reason whatsoever, shall be or become invalid, illegal, or unenforceable in any respect or shall be declared null or void, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby and shall remain in force as if the Agreement had been signed without the invalid provision.

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13.3 Entire Agreement/Amendments. This Agreement contains the entire and sole statement of the agreement between the parties with respect to the employment of the Executive by the Corporation. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

13.4 No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

13.5 Assignment. This Agreement, and all of the Executive’s rights and duties hereunder, shall not be assignable or delegable by the Executive. Any purported assignment or delegation by the Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Corporation to a person or entity which is an affiliate or a successor in interest to substantially all the business operations of the Corporation. Upon such assignment, the rights and obligations of the Corporation hereunder shall become the rights and obligations of such affiliate or successor person or entity.

13.6 Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors and heirs.

14. Agreement Date

14.1 Notwithstanding the date of signing hereof, this Agreement shall attest to an agreement effective on Effective Date.

15. Executive Representation

15.1 The Executive hereby represents to the Corporation that the execution and delivery of this Agreement by the Executive and the Corporation and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which the Executive is a party or otherwise bound. Executive agrees to indemnify the Corporation and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that, the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment, arrangement or understanding.

16. Prior Agreements

16.1 This Agreement supersedes all prior agreements and understandings (including verbal agreements) between the Executive and the Corporation and/or its affiliates regarding the terms and conditions of the Executive’s employment with the Corporation and/or its affiliate.

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17. Cooperation

17.1 Upon reasonable advance notice (which, following termination of this Agreement, shall include due regard for the Executive’s subsequent employment obligations), the Executive shall provide the Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during the Executive’s employment hereunder, at a reasonable hourly rate to be agreed to by the parties. This provision shall survive any termination of this Agreement. The Corporation will reimburse the Executive for reasonable out-of-pocket travel costs and expenses incurred by him because of providing such requested cooperation, subject to the Executive’s substantiation of such expenses.

18. Withholding Taxes and Deductions

18.1 The Corporation may withhold from any amounts payable under this Agreement such provincial and federal taxes and deductions as may be required to be withheld pursuant to any applicable law or regulation.

19. Currency

19.1 All dollar amounts in this Agreement refer to United States dollars.

20. Remedies

20.1 Notwithstanding other provisions of this Agreement, Executive agrees that Executive’s violation of any of sections 9, 10, or 11 of this Agreement would cause the Corporation irreparable harm which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, upon any breach or threatened breach of Executive of the obligations set forth in any of sections 9, 10, or 11. The preceding sentence shall not be construed to limit the Corporation from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement. Executive also agrees that a violation of any of sections 9, 10, or 11 would entitle the Corporation, in addition to all other remedies available at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held by Executive in constructive trust for the Corporation, received by Executive in connection with such violation.

21. Language

21.1 The Executive declares having been offered a French version of this Agreement first, having elected to not receive a French version and to be bound by this English version of this Agreement and agrees that all correspondence and all documentation in respect thereof relating to this Agreement be written in the English language.

22. Counterpart

22.1 This Agreement may be signed in counterpart, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in Quebec City, Québec as of the date first above written.

LEDDARTECH INC.
Per:	/s/ Charles Boulanger
	Chief Executive Officer

ACKNOWLEDGEMENT

I acknowledge that I have received a copy of this Agreement. I freely agree to this Agreement with a free and enlightened consent after pursuing fair negotiations. I also declare having had the opportunity of consulting independent legal counsel and having received a full explanation of the terms, conditions, and consequences of the present Agreement, and further declare being satisfied with and having understood same.

Moreover, I acknowledge having first received a French version of this Agreement and its related documents and then having expressly elected to be bound by their English versions. It is my express wish, as per my free and fair negotiations with the Corporation, that the present Agreement be drafted exclusively in the English language. De plus, je reconnais avoir reçu en premier une version française de ce contrat et des documents afférents et avoir ensuite expressément d’être lié par leurs versions anglaises. Il est de ma volonté expresse, conformément à mes négociations libres et justes avec la société, que le présent contrat soit rédigé exclusivement dans la langue anglaise.

The Executive:

/s/ Christopher Stewart

Christopher Stewart

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APPENDIX A

Job Description – Chief Financial Officer

Reporting to the CEO, the CFO is responsible for overseeing the financial, corporate, accounting, tax, and auditing aspects of the Corporation’s operations, as well as coordinating the underlying financial and regulatory controls, including risk management. The CFO is a member of the Corporation’s Executive Committee and sits on various strategic committees, playing a pivotal role in driving the growth of this rapidly expanding Corporation.

Main Responsibilities

Aligned with the Corporation’s strategic plan, the CFO will be expected to:

● Actively participate as a financial strategist in LeddarTech’ s strategic planning and project initiatives.

● Participate in financing activities to raise capital for the Corporation.

● Assist the CEO in determining the strategic direction and positioning for Board approval, ensuring the Corporation’s success.

● Provide guidance to the CEO on tax, financial, and investment strategies.

● Keep the Board of Directors informed of the Corporation’s financial situation, financial development, risk management, and compliance by delivering structured presentations.

● Analyze the Corporation’s financial performance and propose solutions to maintain and enhance operational profitability.

● Deliver and ensure the integrity of financial reports to shareholders, the Board of Directors, the CEO, and other necessary bodies and committees.

● Organize, supervise, and oversee the Finance and Accounting team’s work.

● Collaborate with the team to supervise external auditors.

● Manage the Corporation’s cash flow and financing operations, including maintaining relationships with shareholders, investors, analysts, financial institutions, and regulatory authorities.

● Manage and oversee all files related to various funds and tax measures impacting the Corporation’s projects.

● Ensure the implementation of effective internal controls and take steps to enhance internal control systems as needed.

● Develop and recommend an annual operating plan and financial budget supporting the Corporation’s long-term strategy, in collaboration with the CEO and COO.

● Create performance indicators to monitor and improve the Corporation’s financial performance.

● Supervise the Corporation’s financial position, banking affairs, financing activities, capital structure, risk management, and ensure compliance with banking and financial covenants and hedging agreements, as applicable.

● Ensure adequate insurance coverage for the Corporation.

● Oversee and monitor effective tax strategies for the Corporation.

● Attend Board and committee meetings, presenting necessary financial information as required.

● Establish and maintain communication with the investment community, oversee the transmission of press releases, annual reports, communications with analysts, as well as media and investor relations.

● Perform other duties associated with the position of CFO as reasonably requested by the CEO or the Board of Directors.

EX-21.1

Exhibit 21.1

List of Subsidiaries

None.

EX-99.1

Exhibit 99.1