UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
Entry
into a Material Definitive Agreement.
On September
13, 2024, we entered into a Placement Agency Agreement (the “Agreement”) with ThinkEquity LLC (the “Placement Agent”),
pursuant to which we agreed to issue and sell directly to investors, in a best efforts offering (the “Offering”), an aggregate
of 3,400,000 of our common shares, no par value, at an offering price of US$1.00 per common share.
The
Offering closed on September 16, 2024. We received gross proceeds of US$3,400,000
in connection with the Offering, before deducting Placement Agent fees and other Offering expenses payable by the Company. We intend
to use the net proceeds from this offering for general corporate purposes and working capital, including for inventory management, general
and administrative expenses and prosecuting patent applications relating to our E-Motion™ electric powertrain technology. We anticipate
using a portion of the net proceeds from this offering for payment of a waiver of a “tail” and right of first refusal pursuant
to a prior financing.
The
3,400,000 common shares sold in the Offering were offered and sold pursuant to a registration statement on Form F-3 (File No. 333-267893),
which was initially filed with the Securities and Exchange Commission (the “Commission”) on October 14, 2022, and was declared
effective, as amended, by the Commission on December 21, 2022.
As part
of its compensation for acting as Placement Agent for the Offering, we paid the Placement Agent a cash fee of 7.5% of the aggregate gross
proceeds and also agreed to issue to the Placement Agent warrants to purchase 170,000 common shares (the “Placement Agent Warrants”).
The Placement Agent Warrants have a term of five years commencing September 13, 2024, are exercisable commencing March 13, 2025, and
have an exercise price of US$1.25 per common share. The Placement Agent Warrants, and the
common shares issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided in Section 4(a)(2)
under the Securities Act of 1933, as amended.
The
representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the
Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed
as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.
This
report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale
of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other jurisdiction.
The
foregoing descriptions of the Placement Agent Warrants and Agreement are not complete and are qualified in their entirety by references
to the full text of the form of Placement Agent Warrant and Agreement which are filed as Exhibit 4.1 and Exhibit 10.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
The
Canadian legal opinion, including the related consent, of Dentons Canada LLP relating to the issuance and sale of the common shares is
filed as Exhibit 5.1 hereto.
Unregistered
Sales of Equity Securities.
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K regarding the Placement
Agent Warrants and the shares issuable thereunder are hereby incorporated by reference.
Other
Events.
On September
13, 2024, we issued a press release announcing the pricing of the Offering.
On September
16, 2024, we issued a press release announcing the closing of the Offering.
General
The
information contained in this report on Form 6-K of the Company, except for the press releases furnished herewith as Exhibits 99.1 and
99.2 are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267893) and Registration
Statement on Form S-8 (File No. 333-264089).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VISION MARINE TECHNOLOGIES INC. |
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| Date: September 16, 2024 |
By: |
/s/ Raffi Sossoyan |
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Name: |
Raffi Sossoyan |
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Title: |
Chief Financial Officer |
Exhibit 4.1
Form of Placement Agent’s Warrant
Agreement
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD
OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT
OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT
AGENT OR SELECTED DEALER.
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR
TO MARCH 15, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, SEPTEMBER 16, 2029.
WARRANT TO PURCHASE COMMON SHARES
VISION MARINE TECHNOLOGIES INC.
Warrant Shares: [--]
Initial Exercise Date: March 15, 2025
THIS WARRANT TO PURCHASE COMMON
SHARES (the “Warrant”) certifies that, for value received, [--] or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after March 15, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA
Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date
(the “Termination Date”) but not thereafter, to subscribe for and purchase from Vision Marine Technologies Inc., a
Quebec corporation (the “Company”), up to 29,290 Common Shares, without par value per share, of the Company (the “Warrant
Shares”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the
Exercise Price, as defined in Section 2(b).
Section 1.
Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this
Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Shares” means the common shares of the Company, no par value per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Common
Share Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.
“Effective
Date” means September 16, 2024
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Trading
Day” means a day on which the Nasdaq Capital Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock
Exchange (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares then listed
or quoted on a Trading Market, the daily volume weighted average price by total trading volume of the Common Shares for such date (or
the nearest preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a
Trading Market, the volume weighted average price by total trading volume of a Common Share for such date (or the nearest preceding date)
on the OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on the OTCQB or OTCQX and
if prices for Common Shares are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per Common Share so reported, or (d) in
all other cases, the fair market value of the Common Shares as determined by an independent appraiser selected in good faith by the Holder
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
Section 2.
Exercise.
a) Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile
copy (or e-mail attachment) of the Notice of Exercise Form annexed hereto. Within one (1) Trading Day following the date of
exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise
by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below
is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company
for cancellation within five (5) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises
of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of
lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares
purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases.
The Company shall deliver any objection to any Notice of Exercise Form within one (1) Business Days of receipt of such notice.
The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof.
b) Exercise
Price. The exercise price per Common Share under this Warrant shall be US$1.25, subject to adjustment hereunder (the “Exercise
Price”).
c) Cashless
Exercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check,
at the election of the Holder this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:
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(A) |
= |
as applicable: (i) the VWAP for the five Trading Days immediately preceding the date of the applicable Notice of Exercise if
such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading
Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) the VWAP for the five Trading Days immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter
(including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof
or (iii) the VWAP for the five Trading Days immediately preceding the applicable Notice of Exercise if the date of such Notice of
Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after
the close of “regular trading hours” on such Trading Day; |
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(B) |
= |
the Exercise Price of this Warrant, as adjusted hereunder; and |
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(X) |
= |
the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise. |
If Warrant Shares
are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with Section 3(a)(9) of
the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position
contrary to this Section 2(c).
Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).
d) Mechanics
of Exercise.
i. Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by its transfer
agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by Holder, or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant
to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder prior to the Warrant Share Delivery Date (as defined
below), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by
the Holder in the Notice of Exercise by the date that is one (1) Trading Days after the delivery to the Company of the Notice of
Exercise (such date, the “Warrant Share Delivery Date”). If the Warrant Shares can be delivered via DWAC, the transfer
agent shall have received from the Company, at the expense of the Company, any legal opinions or other documentation required by it to
deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable back up documentation from the Holder, including
with respect to affiliate status) and, if applicable and requested by the Company prior to the Warrant Share Delivery Date, the transfer
agent shall have received from the Holder a confirmation of sale of the Warrant Shares (provided the requirement of the Holder to provide
a confirmation as to the sale of Warrant Shares shall not be applicable to the issuance of unlegended Warrant Shares upon a cashless exercise
of this Warrant if the Warrant Shares are then eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares shall be deemed
to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or
by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior
to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject
to a Notice of Exercise by the Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as
liquidated damages and not as a penalty, for each US$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common
Shares on the date of the applicable Notice of Exercise), US$10 per Trading Day (increasing to US$20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after the fifth Trading Day following such Warrant Share Delivery
Date until such Warrant Shares are delivered or Holder rescinds such exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant to Section 2(d)(i) by
the Warrant Share Delivery Date (for avoidance of doubt, other than any such failure that is due solely to any action or inaction by the
Holder), then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be required
to return any Warrant Shares or Common Shares subject to any such rescinded exercise notice concurrently with the return to Holder of
the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant
Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise on or before the Warrant
Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder’s brokerage firm otherwise purchases, Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay
in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that
the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of
the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of Common Shares that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Shares having a total purchase price of US$11,000 to cover
a Buy-In with respect to an attempted exercise of Common Shares with an aggregate sale price giving rise to such purchase obligation of
US$10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder US$1,000. The Holder
shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the
Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all
transfer agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another
established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing
of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
viii. Signature.
This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder in order to
exercise this Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Warrant. No additional
legal opinion, other information or instructions shall be required of the Holder to exercise this Warrant. The Company shall honor exercises
of this Warrant and shall deliver Shares underlying this Warrant in accordance with the terms, conditions and time periods set forth herein.
| e) | Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and
a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that
after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Common
Shares beneficially owned by the Holder and its Affiliates shall include the number of Common Shares issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise
of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise
or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other
Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number
of outstanding Common Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Company’s transfer agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder,
the Company shall within one Trading Day confirm orally and in writing to the Holder the number of Common Shares then outstanding. In
any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Common Shares
was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately
after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may
increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common
Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any
increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such
notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. |
Section 3.
Certain Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on its Common Shares or any other equity or equity equivalent securities payable in Common Shares (which,
for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse stock or share split) outstanding
Common Shares into a smaller number of shares, or (iv) issues by reclassification of Common Shares any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common
Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number
of Common Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. For the
purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any Subsidiary thereof,
as applicable, sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce
any offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Share Equivalents, at an effective
price per share less than the Exercise Price then in effect.
c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, subject to the prior approval of Nasdaq
or a Listed Exchange (as long as the Common Shares are listed for trading thereon), if at any time the Company grants, issues or sells
any Common Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any
class of Common Shares (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of Common
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the grant, issue
or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Purchase Right to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such
Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation).
d) Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other than
cash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of Common Shares, by way of return of
capital or otherwise (including, without limitation, any distribution of shares or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Common Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Common Shares are to be determined for the participation in such Distribution (provided,
however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the
Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any Common Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution,
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
| e) | Fundamental Transaction. If, at any time while this Warrant is outstanding, |
(i) the Company, directly or indirectly,
in one or more related transactions effects any merger, amalgamation, arrangement or consolidation of the Company with or into another
Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are
permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50%
or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any
reclassification, reorganization or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common
Shares are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such
other Person or group acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase
agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of
this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on
the exercise of this Warrant), the number of Common Shares of the successor or acquiring corporation or of the Company, if it is the surviving
corporation or is otherwise the continuing corporation, and any additional consideration (the “Alternate Consideration”)
receivable by holders of Common Shares as a result of such Fundamental Transaction for each Common Share for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this
Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all
of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to
such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Common Shares
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking
into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to
the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
f) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the sum of
the number of Common Shares (excluding treasury shares, if any) issued and outstanding.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.
| ii. | Notice to Allow Exercise by Holder. If |
(A) the Company shall declare
a dividend (or any other distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring
cash dividend on or a redemption of the Common Shares, (C) the Company shall authorize the granting to all holders of the Common
Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval
of any shareholders of the Company shall be required in connection with any reclassification of the Common Shares, any consolidation,
merger, amalgamation or arrangement to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, or any compulsory share exchange whereby the Common Shares are converted into other securities, cash or property, or (E) the
Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each
case, the Company shall cause to be mailed a notice to the Holder at its last address as it shall appear upon the Warrant Register of
the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, amalgamation, arrangement,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchange; provided that the failure to provide
such notice or any defect therein shall not affect the validity of the corporate action required to be specified in such notice. To the
extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the
Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The
Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of
the event triggering such notice except as may otherwise be expressly set forth herein.
Section 4.
Transfer of Warrant.
a) Transferability.
Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold,
transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that
would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the
date of effectiveness or commencement of sales of the offering pursuant to which this Warrant is being issued, except the transfer of
any security:
i.
by operation of law or by reason of reorganization of the Company;
ii. to
any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject
to the lock-up restriction in this Section 4(a) for the remainder of the time period;
iii. if
the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being offered;
iv. that
is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or
otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund;
or
v. the
exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section 4(a) for
the remainder of the time period.
Subject to the
foregoing restriction, any applicable securities laws and the conditions set forth in Section 4(d), this Warrant and all rights hereunder
(including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The
Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having
a new Warrant issued.
Notwithstanding
the foregoing or anything to the contrary in this Warrant, so long as the Common Shares are listed on the Nasdaq Capital Market (the “Nasdaq”)
or any other securities exchange that has registered with the Commission under Section 6 of the Securities Exchange Act of 1934
(“Listed Exchange”), this Warrant may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, to
any person other than an affiliate or employee (or an affiliate of such employee) of ThinkEquity LLC within the meaning of the policies
of the Listed Exchange or a Listed Exchange.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
d) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
Section 5. Registration Rights.
5.1.1 Grant
of Right. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Warrant Shares to the Holder or if the resale of the Warrant Shares cannot
be made pursuant to an exemption from registration under the Securities Act (including under Rule 144 in connection with a cashless
exercise and without any volume or other limitations), the Company, upon written demand (a “Demand Notice”) of the
Holder(s) of at least 51% of the Warrants and/or the underlying Warrant Shares (“Majority Holders”), agrees to
register, on one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”).
On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within sixty
(60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly
thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with
a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration
rights pursuant to Section 5.2 hereof and either: (i) the Holder has elected to participate in the offering covered by such
registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company,
until the offering covered by such registration statement has been withdrawn or until sixty (60) days after such offering is consummated.
The demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the fifth anniversary of the
Effective Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all
other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date of the receipt of
any such Demand Notice.
5.1.2 Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5.1.1,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing
required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested
by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State
in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit
to general service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares
of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5.1.1
to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securities
covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the
prospectuses provided by the Company to sell the Warrant Shares covered by such registration statement, and will immediately cease to
use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material
misstatement or omission. Notwithstanding the provisions of this Section 5.1.2, the Holder shall be entitled to a demand registration
under this Section 5.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary
of the date of the Placement Agency Agreement (as defined below) in accordance with FINRA Rule 5110(g)(8)(C).
| 5.2 | “Piggy-Back” Registration. |
5.2.1 Grant
of Right. In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for
a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(g)(8)(D), to include
the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent form); provided,
however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof
shall, in its reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because,
in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,
then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities
with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable
Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable
Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless
the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such
Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.
5.2.2 Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5.2.1 hereof,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of
filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by
the Company during the two (2) year period following the Initial Exercise Date until such time as all of the Registrable Securities
have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for
herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration
statement. Except as otherwise provided in this Warrant, there shall be no limit on the number of times the Holder may request registration
under this Section 5.2.2; provided, however, that such registration rights shall terminate on the second anniversary of the Initial
Exercise Date.
5.3.1 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of
the Exchange Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under
the Securities Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same
effect as the provisions pursuant to which the Company has agreed to indemnify the Placement Agent contained in Section 5.1 of the
Placement Agency Agreement between the Placement Agent and the Company, dated as of September 13, 2024. The Holder(s) of the
Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not
jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees
and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become
subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or
their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect
as the provisions, if any, contained in the Placement Agency Agreement pursuant to which the Placement Agent has agreed to indemnify the
Company.
5.3.2 Exercise
of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their Warrants prior
to or after the initial filing of any registration statement or the effectiveness thereof.
5.3.3 Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter
of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the
Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”
letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a
letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which
has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and
underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall
include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent
auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.
5.3.4 Placement
Agency Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably
satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such
managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily
contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating
to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties
and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as
they may relate to such Holders, their Warrant Shares and their intended methods of distribution.
5.3.5 Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company
a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.
5.3.6 Damages.
Should the registration or the effectiveness thereof required by Sections 5.1 and 5.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to
the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach
of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of
posting bond or other security.
Section 6.
Miscellaneous.
| a) | No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i). |
| b) | Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating
to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the
case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate. |
| c) | Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may
be exercised on the next succeeding Trading Day. |
The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Shares a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).
Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its notice
of articles or through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.
| e) | Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the placement agency agreement, dated September 13, 2024,
by and between the Company and ThinkEquity LLC (the “Placement Agency Agreement”). |
| f) | Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, or otherwise able to be resold or transferred without restriction pursuant to an exemption from registration
under the Securities Act, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal
securities laws. Any certificates representing, or book entry for, such restricted Warrant Shares shall contain a legend to the following
effect: “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the
“Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under
the Act and applicable state law which, in the opinion of counsel to the Company, is available.” |
| g) | Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder
on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without
limiting any other provision of this Warrant or the Placement Agency Agreement, if the Company willfully and knowingly fails to comply
with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights,
powers or remedies hereunder. |
| h) | Notices. Any notice, request or other document required or permitted to be given or delivered to
the Holder by the Company shall be delivered in accordance with the notice provisions of the Placement Agency Agreement. |
| i) | Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder
to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise
to any liability of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company. |
| j) | Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. |
| k) | Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and
obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and
the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time
to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares. |
| l) | Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written
consent of the Company and the Holder. |
| m) | Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant. |
| n) | Headings. The headings used in this Warrant are for the convenience of reference only and shall
not, for any purpose, be deemed a part of this Warrant. |
********************
(Signature Page Follows)
IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.
| |
VISION
MARINE TECHNOLOGIES INC. |
| |
By: |
/s/ Raffi Sossoyan |
| |
Name: |
Raffi Sossoyan |
| |
Title: |
Chief Financial Officer |
NOTICE OF EXERCISE
TO: Vision
Marine Technologies Inc.
_________________________
(1) The undersigned hereby
elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take
the form of (check applicable box):
¨ in lawful money of the United States;
or
¨ if permitted the cancellation of
such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).
(3) Please register and
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor.
If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended
[SIGNATURE
OF HOLDER]
Name of Investing Entity: _______________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________
Name of Authorized Signatory: ___________________________________________________________
Title of Authorized Signatory: ____________________________________________________________
Date: ______________________________________________________________________________
Exhibit 4.1
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, [____] all
of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to
_______________________________________________
whose address is
_______________________________________________________________.
_______________________________________________________________
Dated: ______________,
_______
Holder’s Signature: _____________________________
Holder’s Address: ______________________________
_______________________________
NOTE: The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever. Officers
of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the
foregoing Warrant.
Exhibit 5.1
 |
Dentons Canada LLP
1, Place Ville Marie, bureau 3900
Montréal (Québec) Canada H3B 4M7
dentons.com |
VISION MARINE TECHNOLOGIES INC.
730 Boulevard du Curé-Boivin
Boisbriand, Québec J7G 2A7
Canada
Attention: Board of Directors
| Re: |
Vision Marine Technologies Inc.
Registration Statement on Form F-3 |
Dear Sirs:
We have acted as special legal counsel to Vision
Marine Technologies Inc., a Québec corporation (the “Company”), in connection with the Company’s Registration
Statement on Form F-3 (as amended and supplemented to date, the “Registration Statement”) filed by the Company with
the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and the prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, dated as of
September 16, 2024, (the “Prospectus Supplement”), under which the Company (i) offered and sold 3,400,000 (the “Shares”)
of Voting Common Shares of the Company (the “Common Shares”), and (ii) issued warrants (the “Placement Agent’s
Warrants”) to ThinkEquity LLC (the “Placement Agent”) and/or its designees for the purchase of 170,000 Common
Shares (the “Warrant Shares”), representing 5% of the Shares purchased on the Closing, for an aggregate purchase price
of $100.00. The Shares, the Placement Agent’s Warrants and the Warrant Shares are hereby collectively referred to as the “Securities”.
The Securities are to be sold pursuant to a Placement Agency Agreement dated September 13, 2024 (the “Placement Agency Agreement”)
between the Company and the Placement Agent. This opinion letter is being furnished to the Company in accordance with the requirements
of Item 601(b)(5) of Regulation S-K.
This opinion letter is limited to the laws, including
the rules and regulations, as in effect on the date hereof. We undertake no responsibility to monitor the Company’s future compliance
with applicable laws, rules or regulations of the Commission or other governmental body. In connection with this opinion, we have reviewed
and relied upon the following:
| (i) | The Registration Statement including the prospectus (the “Base Prospectus”) contained
therein; |
| (ii) | The Prospectus Supplement (the Prospectus Supplement and the Base Prospectus are collectively referred
to herein as the “Prospectus”); |
Fernanda Lopes & Associados ► Guevara & Gutierrez ► Paz Horowitz Abogados ► Sirote ► Adepetun Caxton-Martins
Agbor & Segun ► Davis Brown ► East African Law Chambers ► Eric Silwamba, Jalasi and Linyama ► Durham Jones
& Pinegar ► LEAD Advogados ► Rattagan Macchiavello Arocena ► Jiménez de Aréchaga, Viana & Brause
► Lee International ► Kensington Swan ► Bingham Greenebaum ► Cohen & Grigsby ► Sayarh & Menjra ►
For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms
 |
September 16, 2024
Page 2 |
dentons.com |
| (iii) | The Company’s Articles of Incorporation (as amended), by-laws, records of the Company’s corporate
proceedings relating to the Shares; and |
| (iv) | Such other documents, records, certificates, memoranda and other instruments as we deem necessary as a
basis for this opinion. |
With respect to the foregoing documents, we have
assumed:
| (a) | the authenticity of all records, documents, and instruments submitted to us as originals; |
| (b) | the genuineness of all signatures on all agreements, instruments and other documents submitted to us; |
| (c) | the legal capacity and authority of all persons or entities (other than the Company) executing all agreements,
instruments or other documents submitted to us; |
| (d) | the authenticity and the conformity to the originals of all records, documents, and instruments submitted
to us as copies; |
| (e) | that the statements contained in the certificates and comparable documents of public officials, officers
and representatives of the Company and other persons on which we have relied for purposes of this opinion are true and correct; and |
| (f) | the due authorization, execution and delivery of all agreements, instruments and other documents by all
parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Company). |
We have also obtained from officers of the Company
certificates as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates
without independent investigation.
Our opinion is limited to law of the Province
of Québec, including all applicable provisions of the Business Corporations Act (Québec) (the “Business
Corporations Act”), and the federal laws of Canada applicable in the Province of Québec. We have not considered, and
have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable
to the Company. In particular, we express no opinion as to United States federal securities laws.
Based upon the foregoing and in reliance thereon,
and subject to the qualifications and limitations set forth herein, we are of the opinion that the
Shares have been duly authorized, validly issued, and are fully paid and non-assessable.
We hereby consent to the inclusion of this opinion
as an exhibit to a Report on Form 6-K and to the use of our firm’s name in the section of the Registration Statement and the Prospectus
entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent
is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.
| |
September 16, 2024
Page 3 |
dentons.com |
| |
Yours truly, |
| |
|
| |
Dentons Canada LLP |
| |
|
| |
/s/ Dentons Canada LLP |
| |
|
| |
Charles R. Spector |
| |
Partner |
| |
|
| JBR/ |
|
Exhibit 10.1
PLACEMENT AGENCY AGREEMENT
between
VISION MARINE TECHNOLOGIES INC.
and
THINKEQUITY LLC
VISION MARINE TECHNOLOGIES INC.
PLACEMENT AGENCY AGREEMENT
New York, New York
September 13, 2024
ThinkEquity LLC
17 State Street, 41st Fl
New York, NY 10004
Ladies and Gentlemen:
This
Placement Agency Agreement (the “Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity”
or the “Placement Agent”) shall be engaged by Vision Marine Technologies Inc., a corporation formed under the laws
of the Province of Quebec (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or
described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Vision Marine Technologies Inc.,
the “Company”), to act as the exclusive placement agent in connection with the offering (hereinafter referred to as
the “Offering”) of up to 3,400,000 Voting Common Shares
– Series Investor 1 (the “Shares”) of the Company, with no par value per Voting Common Share (the “Common
Shares”) and 0 pre-funded warrants, each to purchase one Common Share at an exercise price of $0.001 until such time as the
Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the form attached hereto as Exhibit D (each
a “Pre-Funded Warrant,” and in the aggregate, the “Pre-Funded Warrants,” the Common Shares underlying
the Pre-Funded Warrants, the “Warrant Shares,” and the Shares, Pre-Funded Warrants, and Warrant Shares, the “Securities”)
directly to various investors (each, an “Investor” and, collectively, the “Investors”). The purchase
price to the Investors for each Share is $1.00 (the “Share Offering
Price”), and the purchase price to the Investors for each Pre-Funded Warrant is N/A. The Placement Agent may retain other brokers
or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.
1. Agreement
to Act as Placement Agent; Closing; Placement Agent Compensation.
1.1 On
the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement between the Company and the Placement Agent, the Placement Agent is appointed as the Company’s exclusive placement
agent subject to the terms and conditions contained herein. On the basis of such representations and warranties and subject to such terms
and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good
faith and in a professional and businesslike manner and to use its commercially reasonable efforts to assist the Company in finding subscribers
of the Securities and to complete the Offering. The Placement Agent has no obligation to purchase any of the Securities. Unless sooner
terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination
Date or the Closing. The Offering will be made on a “reasonable best efforts” basis. The Placement Agent may retain other
brokers or dealers to act as sub- placement agents on its behalf in connection with the Offering, with any fees they may be entitled to
being paid out of the fee paid to such Placement Agent pursuant to Section 1.5.
1.2 Payment
of the aggregate purchase price paid by any and all Investors less the Cash Fee, and the other accountable expenses payable in accordance
with Section 3.10 of this Agreement (the “Purchase Price”) for, and delivery of, the Securities (the “Closing”)
shall be made at the offices of Cozen O’Connor LLP (“Placement Agent Counsel”), Bentall 5, 550 Burrard Street,
Suite 2501, Vancouver, British Columbia, V6C 2B5, Canada, or at such other place as shall be agreed upon by the Placement Agent and
the Company, at 10:00 a.m. (New York City time) on September 13, 2024 (such time and date of payment and delivery being herein
called “Closing Date”). The term “Business Day” means any day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.
1.3 On
the Closing Date, (i) the Purchase Price will be released to the Company either (a) by the Placement Agent on behalf of each
Investor for the Securities to be issued and sold to such Investor at the Closing, by wire transfer of immediately available funds in
accordance with the flow of funds letter regarding the Closing, or (b) by the Investor wiring the Purchase Price to the Company by
wire transfer to an account designated in writing by the Company, and (ii) the Company shall (A) cause its transfer agent (together
with any subsequent transfer agent, the “Transfer Agent”) through the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, to credit such aggregate number of Shares that each Investor is purchasing as set forth in
the flow of funds letter regarding the Closing to either (a) the Placement Agent’s balance account with DTC through its Deposit/Withdrawal
at Custodian system, or (b) directly to the account of each Investor or its respective nominee(s), at the designated account with
DTC as provided on the flow of funds letter (if applicable) and (ii) the Pre-Funded Warrants shall be delivered to each Investor
or to the Placement Agent on behalf of the Investor. All actions taken at the Closing shall be deemed to have occurred simultaneously
on the Closing Date. Any Securities for which payment has not been received by the Company, to the extent they have been delivered to
the Placement Agent or any such Investor, shall be returned to the Company.
1.4 No
Securities which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or issued
and sold by the Company, until the appropriate corresponding number of Securities shall have been delivered to the Investors or the Placement
Agent against payment therefor. If the Company shall default in its obligations to deliver the Securities to the Investors or the Placement
Agent on behalf of such Investors as per such instructions, the Company shall indemnify and hold the Placement Agent harmless against
any loss, claim, damage or liability directly or indirectly arising from or as a result of such default by the Company.
1.5 As
compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the following:
1.5.1. A
cash fee (the “Cash Fee”) equal to 7.5% of the aggregate purchase price paid by the Investors in respect of the Securities
purchased at the Closing, which fees shall be deducted from the Purchase Price payable at Closing.
1.5.2. [RESERVED].
1.5.3. A
warrant to the Placement Agent and/or its designees (“Placement Agent’s Warrant”) for the purchase of 170,000
Common Shares, representing 5% of the Shares and Common Shares issuable upon exercise of the Pre-Funded Warrants purchased at the Closing,
for an aggregate purchase price of $100.00. The Placement Agent’s Warrant agreement, in the form attached hereto as Exhibit E
(the “Placement Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date
which is one hundred eighty (180) days after the date hereof and expiring on the five-year anniversary of the date hereof at an initial
exercise price per Common Share of $1.25, which is equal to 125% of the
Share Offering Price. The Placement Agent’s Warrants shall not be transferable for six months from the date of the Offering except
as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110(e)(2). The Placement Agent’s
Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Placement
Agent’s Securities”.
1.6 The
Company hereby acknowledges that (i) the Offering, including the determination of the offering price of the Shares and any related
discounts, commissions and fees, shall be an arm’s-length commercial transaction between the Company and the Investors, (ii) the
Placement Agent will be acting as an independent contractor and will not be the agent or fiduciary of the Company or its shareholders,
creditors, employees, the Investors, the Other Investors or any other party, (iii) the Placement Agent shall not assume an advisory
or fiduciary responsibility in favor of the Company (irrespective of whether the Placement Agent has advised or is currently advising
the Company on other matters) and the Placement Agent shall not have any obligation to the Company with respect to the Offering, except
as may be set forth expressly herein, (iv) the Placement Agent and its Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Company and (v) the Placement Agent will not provide any legal, accounting,
regulatory or tax advice with respect to the Offering, and the Company shall consult its own legal, accounting, regulatory and tax advisors
to the extent it deems appropriate.
1.7 The
Company is and will be solely responsible for the contents of any and all written or oral communications provided to the Investors regarding
the Offering or the Securities; and the Company recognizes that the Placement Agent, in acting pursuant to this Agreement, will be
using information provided by the Company and its agents and the Placement Agent assumes no responsibility for, and may rely, without
independent verification, on the accuracy and completeness of any such information.
1.8 The
Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential
use of the Board of Directors of the Company (the “Board”) only and the Company will not, and will not permit any third
party to, disclose or otherwise refer to such advice or information, in any manner without the Placement Agent’s prior written consent.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Placement Agent as of the Applicable Time (as defined below),
as of the Closing, as follows:
2.1 Filing
of Registration Statement.
2.1.1. Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a “shelf” registration statement on Form F-3 (File No. 333- 267893), including any related prospectus or prospectuses,
for the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), which registration
statement was prepared by the Company in all material respects in conformity with the requirements of the Securities Act and the rules and
regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and contains and will contain
all material statements that are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations.
Except as the context may otherwise require, such registration statement on file with the Commission at any given time, including any
amendments thereto to such time, exhibits and schedules thereto at such time, documents filed as a part thereof or incorporated pursuant
to Item 12 of Form F-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof
or included therein pursuant to Rule 430B of the Securities Act Regulations (the “Rule 430B Information”)
or otherwise pursuant to the Securities Act Regulations at such time, is referred to herein as the “Registration Statement.”
The Registration Statement at the time it originally became effective is referred to herein as the “Initial Registration Statement.”
If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing,
the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration
Statement was declared effective by the Commission on December 21, 2022.
2.1.2. The
prospectus in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called
the “Base Prospectus”. Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus
as so supplemented) that described the Securities and the Offering and omitted the Rule 430B Information and that was used prior
to the filing of the final prospectus supplement referred to in the following paragraph is herein called the “Preliminary Prospectus”.
2.1.3. Promptly
after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement
to the Base Prospectus relating to the Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b) of
the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the form filed
with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any
reference herein to the Base Prospectus, any Preliminary Prospectus, and the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form F-3 under the Securities Act as of the date of such prospectus.
“Applicable
Time” means 11:45 a.m., Eastern time, on the date of this Agreement.
“Canadian
Public Disclosure Documents” means all information filed by or on behalf of the Company since October 1, 2021 with the
Canadian Securities Regulators of the Province of Quebec, and available for public viewing on SEDAR+.
“Canadian
Securities Laws” means collectively, all applicable securities laws in Canada and the respective rules and regulations
made thereunder, together with applicable multilateral or national instruments, orders, rulings, policies, rules and other regulatory
instruments issued or adopted (and published) by Canadian Securities Regulators.
“Canadian
Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in Canada;
“Disclosure
Package” means the Preliminary Prospectus if any, together with the pricing terms and other final terms of the Offering
provided to Investors as set forth on Schedule 1 hereto, all considered together.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405
of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by the Company,
(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required
to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because
it contains a description of the Securities or of the Offering that does not reflect the final terms, in each case in the form filed or
required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant
to Rule 433(g).
“Issuer General Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Roadshow”)),
as evidenced by its being specified in Schedule 2-A hereto.
“Issuer Limited Use
Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
2.1.1. Registration
Pursuant to Section 12(b) of the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-39730)
(the “Exchange Act Registration Statement”) providing for the registration pursuant to Section 12(b) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Common Shares and certain warrants to
purchase Common Shares (the “Public Warrants”). The Exchange Act Registration Statement became effective prior to the
date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common
Shares or Public Warrants under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating
such registration.
2.1.2. [RESERVED].
2.2 Stock
Exchange Listing. The Company’s Common Shares are listed on the Nasdaq Capital Market (the “Exchange”) under
the symbol “VMAR” and the Company has taken no action designed to, or likely to have the effect of, delisting the Common Shares
from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing except as
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.3 No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or,
to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with
each request (if any) from the Commission for additional information.
2.4 Disclosures
in Registration Statement.
2.4.1. Compliance
with Securities Act and 10b-5 Representation.
(i) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including each deemed effective
date with respect to the Placement Agent pursuant to Rule 430B or otherwise under the Securities Act) complied and will comply in
all material respects with the requirements of the Securities Act and the Securities Act Regulations. The conditions for use of Form F-3,
set forth in the General Instructions thereto, including, but not limited to, General Instruction I.B.1 and other conditions related to
the offer and sale of the Securities, have been satisfied. The Prospectus, at the time each was or will be filed with the Commission,
complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each
Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the Commission, complied and will comply in all
material respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered
to the Placement Agent for use in connection with this Offering and the Prospectus was or will be identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T promulgated under the Securities
Act.
(ii) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date contained,
contains, or will contain an untrue statement of a material fact or omitted, omits, or will omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
(iii) The
Disclosure Package, as of the Applicable Time, at the Closing Date, did not, does not and will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto does not conflict with the information contained
in the Registration Statement, any Preliminary Prospectus, the Preliminary Prospectus or the Prospectus, and each such Issuer Limited
Use Free Writing Prospectus, as supplemented by and taken together with the Preliminary Prospectus as of the Applicable Time, did not
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto
(including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b),
at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits, or will omit to state
a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(iv) Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue statement of a material
fact or omitted, omits, or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;
(v) The
documents incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, when they became effective
or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained
any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Disclosure Package, and the Prospectus, when such documents become effective or are filed
with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
2.4.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Disclosure Package, and the Prospectus conform
in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Disclosure
Package, and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference
in the Registration Statement, the Disclosure Package or the Prospectus, that have not been so described or filed or incorporated by reference.
Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound
or affected and (i) that is referred to or incorporated by reference in the Registration Statement, the Disclosure Package, and the
Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is
in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other
parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization,
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse
of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the
Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule,
regulation, judgment, order, or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company
or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to
environmental laws and regulations. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the
Company has no subsidiaries and has no other interest, nominal or beneficial, direct or indirect, in any other corporation, joint venture
or other business entity.
2.4.3. Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of,
any person or persons controlling, controlled by, or under common control with the Company, except as disclosed or incorporated by reference
in the Registration Statement, the Disclosure Package, and the Preliminary Prospectus.
2.4.4. Regulations.
The disclosures in the Registration Statement, the Disclosure Package, and the Prospectus concerning the effects of federal, state, local,
and all foreign regulation on the Offering and the Company’s business as currently contemplated are accurate, correct and complete
in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Disclosure Package,
and the Prospectus which are not so disclosed.
2.4.5. No
Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering
material in connection with the Offering other than any Preliminary Prospectus, the Disclosure Package, the Prospectus, and other materials,
if any, permitted under the Securities Act and consistent with Section 3.2 below.
2.5 Changes
After Dates in Registration Statement.
2.5.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure
Package, and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the
financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would
involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results
of operations, shareholders’ equity, business, assets, properties or prospects of the Company (a “Material Adverse Change”);
(ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement;
(iii) no officer or director of the Company has resigned from any position with the Company; and (iv) the Company has not sustained
any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident or other
calamity. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the
issuance of the Securities contemplated by this Agreement no event, liability, fact, circumstance, occurrence or development has occurred
or exists or is reasonably expected to occur or exist with respect to the Company or its businesses, prospects, properties, operations,
assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed..
2.5.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Disclosure Package, and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration
Statement, the Disclosure Package, and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or
obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or
in respect to its capital stock.
2.6 Disclosures
in Commission Filings. Since November 23, 2020, (i) none of the Company’s filings with the Commission contained any
untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading; and (ii) the Company has made all filings with the Commission required
under the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).
2.7 Independent
Accountants. To the knowledge of the Company, Ernst & Young LLP, the Company’s former independent registered public
accounting firm, and M&K CPAS, LLC, the Company’s current independent registered public accounting firm (together, the “Auditor”),
whose reports are filed with the Commission and included or incorporated by reference in the Registration Statement, the Disclosure Package,
and the Prospectus, are independent registered public accounting firms as required by the Securities Act and the Securities Act Regulations
and the Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements included
or incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus, provided to the Company any non-audit
services, as such term is used in Section 10A(g) of the Exchange Act.
2.8 Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference
in the Registration Statement, the Disclosure Package, and the Prospectus, fairly present the financial position and the results of operations
of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with
U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided
that unaudited interim financial statements are subject to year- end audit adjustments that are not expected to be material in the aggregate
and do not contain all footnotes required by GAAP); and the supporting schedules included or incorporated by reference in the Registration
Statement present fairly the information required to be stated therein. No other historical or pro forma financial statements or supporting
schedules are required to be included in the Registration Statement, the Disclosure Package, or the Prospectus by the Securities Act or
the Securities Act Regulations. The pro forma financial statements and the related notes, if any, included or incorporated by reference
in the Registration Statement, the Disclosure Package, and the Prospectus have been properly compiled and prepared in accordance with
the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange Act, or the Exchange Act Regulations and
present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used
therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration
Statement, the Disclosure Package, or the Prospectus, or incorporated or deemed incorporated by reference therein, regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation
G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement,
the Disclosure Package, and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement,
the Disclosure Package, and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each
entity disclosed or described in the Registration Statement, the Disclosure Package, and the Prospectus as being a subsidiary of the Company
(each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities
or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the
Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there
has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the usual course of business
any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term
or short-term debt.
2.9 Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Disclosure Package,
and the Prospectus, the duly authorized, issued, and outstanding capitalization as set forth therein. Based on the assumptions stated
in the Registration Statement, the Disclosure Package, and the Prospectus, the Company will have on the Closing Date the adjusted stock
capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Disclosure Package, and
the Prospectus, on the date hereof, as of the Applicable Time and on the Closing Date there will be no stock options, warrants, or other
rights to purchase or otherwise acquire any authorized, but unissued Common Shares of the Company or any security convertible or exercisable
into Common Shares of the Company, or any contracts or commitments to issue or sell Common Shares or any such options, warrants, rights,
or convertible securities.
2.10 Valid
Issuance of Securities, etc.
2.10.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with all United States
federal and state securities laws and all Canadian provincial securities laws; the holders thereof have no rights of rescission, rights
of first refusal, rights of participation or similar rights with respect thereto or put rights, and are not subject to personal liability
by reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights of first refusal,
or rights of participation or similar rights of any holders of any security of the Company or similar contractual rights granted by the
Company. The authorized Common Shares conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Disclosure Package, and the Prospectus. The offers and sales of the outstanding Common Shares were at all relevant times
either registered under the Securities Act and the applicable state securities or “blue sky” laws, applicable Canadia Securities
Laws, or, based in part on the representations and warranties of the purchasers of such Shares, exempt from such registration requirements.
2.10.2. Securities
Sold Pursuant to this Agreement. The Securities and the Placement Agent’s Securities have been duly authorized for issuance
and sale and, when issued and paid for, will be validly issued, fully paid, and
non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities
and the Placement Agent’s Securities are not and will not be subject to the preemptive rights of any holders of any security of
the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance, and sale of the Securities and the Placement Agent’s Securities
has been duly and validly taken. The Securities and the Placement Agent’s Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Disclosure Package,
and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the Placement Agent’s
Warrant, and the Pre-Funded Warrants has been duly and validly taken; the Warrant Shares have been duly authorized and reserved for issuance
by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Placement Agent’s
Warrant Agreement, and the Pre-Funded Warrant, such Warrant Shares will be validly issued, fully paid and non-assessable; the holders
thereof are not and will not be subject to personal liability by reason of being such holders; and such Warrant Shares are not and will
not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
2.11 Registration
Rights of Third Parties. No holders of any securities of the Company or any rights exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities
Act or to include any such securities in a registration statement to be filed by the Company.
2.12 Validity
and Binding Effect of Agreements. This Agreement, the Placement Agent’s Warrant Agreement, and the Pre-Funded Warrants have
has been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements
of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.
2.13 No
Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the Placement Agent’s Warrant
Agreement, the Pre-Funded Warrants and all ancillary documents, the consummation by the Company of the transactions herein and therein
contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice
or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute
a material default under, or result in the creation, modification, termination, or imposition of any lien, charge, mortgage, pledge, security
interest, claim, equity, trust, or other encumbrance, preferential arrangement, defect, or restriction of any kind whatsoever or encumbrance
upon any property or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, note, lease, loan agreement,
or any other agreement or instrument, franchise, license, or permit to which the Company is a party or as to which any property of the
Company is a subject; or (ii) result in any violation of the provisions of the Company’s Notice of Articles or Articles (as
the same may be amended or restated from time to time, collectively, the “Charter”).
2.14 No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant, or condition of any
material license, contract, indenture, mortgage, deed of trust, note, loan, or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation
of any term or provision of its Charter, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment, order or decree of any Governmental Entity.
2.15 Corporate
Power; Licenses; Consents.
2.15.1. Conduct
of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, registrations,
orders, licenses, certificates, qualifications, registrations and permits of and from all governmental regulatory officials and bodies
that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Disclosure Package,
and the Prospectus.
2.15.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Pre-Funded Warrants and the
Placement Agent’s Warrant Agreement and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations,
approvals, registrations, orders, licenses, certificates, qualifications, regulations and permits required in connection therewith have
been obtained. No consent, authorization, or order of, and no filing with, any court, government agency, or other body is required for
the valid issuance, sale, and delivery of the Securities and the Placement Agent’s Warrant Agreement, and the consummation of the
transactions and agreements contemplated by this Agreement, the Pre-Funded Warrants and the Placement Agent’s Warrant Agreement
and as contemplated by the Registration Statement, the Disclosure Package, and the Prospectus, except with respect to applicable federal
and state securities laws and the rules and regulations of the Exchange and the Financial Industry Regulatory Authority, Inc.
(“FINRA”), and the policies of the Nasdaq Capital Market (the “Nasdaq”) or any other securities
exchange that has registered with the Commission under Section 6 of the Securities Exchange Act of 1934 on which the Common
Shares are listed (the “Listed Exchange”).
2.16 D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”),
as supplemented by all information concerning the Company’s directors, officers, and principal shareholders as described in the
Registration Statement, the Disclosure Package, and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section 2.27
below) provided to the Placement Agent, is true and correct in all material respects and the Company has not become aware of any
information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.17 Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation, or governmental proceeding
pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive
officer or director which has not been disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, or in connection
with the Company’s listing application for the listing of the Securities on the Exchange, or which adversely affects or challenges
the legality, validity or enforceability of this Agreement, the Pre-Funded Warrants, the Placement Agent’s Warrant or the Securities.
2.18 Good
Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws
of the Province of Quebec as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to be so
qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse
Change.
2.19 Insurance.
The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering such risks which
the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least equal to Five Million
Dollars ($5,000,000) and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able
(i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material
Adverse Change.
2.20 Transactions
Affecting Disclosure to FINRA.
2.20.1. Finder’s
Fees. Except as described in the Registration Statement, the Disclosure Package, and the Prospectus, there are no claims, payments,
arrangements, agreements, or understandings relating to the payment of a finder’s, consulting, or origination fee by the Company
or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements, or understandings of the Company
or, to the Company’s knowledge, any of its shareholders that may affect the Placement Agent’s compensation, as determined
by FINRA.
2.20.2. Payments
Within Twelve (12) Months. Except as described in the Registration Statement, the Disclosure Package, and the Prospectus, the Company
has not made any direct or indirect payments (in cash, securities, or otherwise) to: (i) any person, as a finder’s fee, consulting
fee, or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or
provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation
or association with any FINRA member, within the twelve (12) months prior to the date of this Agreement, other than the payment to the
Placement Agent as provided hereunder in connection with the Offering.
2.20.3. Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.
2.20.4. FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of five percent (5%) or more of any
class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered
equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is
an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and
regulations of FINRA). The Company (i) does not have any material lending or other relationship with any bank or lending affiliate
of the Placement Agent and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding
debt owed to any affiliate of the Placement Agent.
2.20.5. Information.
All information provided by the Company in its and, to the Company’s knowledge, all information provided in the Company’s
officers’ and directors’ FINRA questionnaires to Placement Agent Counsel specifically for use by Placement Agent Counsel in
connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct, and complete in all material
respects.
2.21 Foreign
Corrupt Practices Act.
2.21.1. None
of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee, or affiliate of
the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, has, directly or
indirectly, given or agreed to give any money, gift, or similar benefit (other than legal price concessions to customers in the
ordinary course of business) to any customer, supplier, employee, or agent of a customer or supplier, or official or employee of any
governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office
(domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist
it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any
civil, criminal, or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse
Change; (iii) if not continued in the future, might adversely affect the assets, business, operations, or prospects of the
Company.
2.21.2. The
Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply
in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively,
the “FCPA”) and neither it nor any of its employees have (i) violated or is in violation of any provision of
the FCPA or any applicable non-U.S. anti-bribery statute or regulation; (ii) made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment; or (iii) received notice of any investigation, proceeding or inquiry by any Governmental Entity
regarding any of the matters in clauses (i)-(iii) above; and the Company and, to the knowledge of the Company, the Company’s
affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
2.22 Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee,
or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute, or otherwise make
available such proceeds to any subsidiary, joint venture partner, or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.
2.23 Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in either the Registration Statement, Disclosure Package, or Prospectus has been made or reaffirmed without a
reasonable basis or has been disclosed other than in good faith.
2.24 Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or
guidelines, issued, administered, or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);
and no action, suit, or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws
is pending or, to the best knowledge of the Company, threatened.
2.25 Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Placement Agent or to Placement
Agent Counsel shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters covered thereby.
2.26 Lock-Up
Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s executive officers and directors who will
be subject to the Lock-Up Agreement (as defined below) (collectively, the “Lock-Up Parties”). The Company has caused
or will cause each of the Lock-Up Parties to deliver to the Placement Agent an executed Lock-Up Agreement, in the form attached hereto
as Exhibit A (the “Lock-Up Agreement”), prior to the closing of the Offering.
2.27 Subsidiaries.
All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a Material Adverse Change. The Company’s
ownership and control of each Subsidiary is as described in the Registration Statement, the Disclosure Package, and the Prospectus.
2.28 Related
Party Transactions.
2.28.1. Business
Relationships. There are no business relationships or related party transactions involving the Company or any other person required
to be described in the Registration Statement, the Disclosure Package, and the Prospectus that have not been described as required.
2.28.2. No
Relationships with Customers and Suppliers. No relationship, direct or indirect, exists between or among the Company on the one hand,
and the directors, officers, five percent (5%) or greater shareholders, customers, or suppliers of the Company or any of the Company’s
affiliates on the other hand, which is required to be described in the Disclosure Package, and the Prospectus or a document incorporated
by reference therein and which is not so described.
2.28.3. No
Unconsolidated Entities. There are no transactions, arrangements, or other relationships between and/or among the Company, any of
its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including,
but not limited to, any structured finance, special purpose, or limited purpose entity that could reasonably be expected to materially
affect the Company’s or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital resources
required to be described or incorporated by reference in the Registration Statement, the Disclosure Package, and the Prospectus which
have not been described or incorporated by reference as required.
2.28.4. No
Loans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary
course of business), or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company,
any other affiliates of the Company or any of their respective family members, except as disclosed in the Registration Statement, the
Disclosure Package, and the Prospectus.
2.29 Board
of Directors. The Board is comprised of the persons disclosed in the Registration Statement, the Disclosure Package, and the Prospectus.
The qualifications of the persons serving as board members and the overall composition of the Board comply with the Exchange Act, the
Exchange Act Regulations, and the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”)
applicable to the Company and the listing rules of the Exchange. At least one (1) member of the Audit Committee of the Board
qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of
the Exchange. In addition, at least a majority of the persons serving on the Board qualify as “independent,” as defined under
the listing rules of the Exchange.
2.30 Sarbanes-Oxley
Compliance.
2.30.1. Disclosure
Controls. The Company is in material compliance with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls
and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the
individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.
2.30.2. Compliance.
The Company is, and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act applicable to it,
and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later
than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the Sarbanes-Oxley Act.
2.30.3. Accounting
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined
under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have
been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing
similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. Except as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, the Company is not
aware of any material weaknesses in its internal controls. The Auditor and the Audit Committee of the Board have been advised of: (i) all
significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are known
to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’s ability
to record, process, summarize, and report financial information; and (ii) any fraud known to the Company’s management, whether
or not material, that involves management or other employees who have a significant role in the Company’s internal controls over
financial reporting. Since the date of the latest audited financial statements included in the Disclosure Package, there has been no change
in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting.
2.31 No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof
as described in the Registration Statement, the Disclosure Package, and the Prospectus, will not be, required to register as an “investment
company,” as defined in the Investment Company Act of 1940, as amended.
2.32 No
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the
Company, is imminent. To the knowledge of the Company, no executive officer of the Company is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition
agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of
each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters. The Company is
in compliance with all federal, state, provincial, local and foreign laws and regulations relating to employment and employment practices,
terms and conditions of employment and wages and hours.
2.33 Employment
Benefit Laws. The Company is not in violation of or has not received notice of any violation with respect to any federal, state, provincial
or foreign law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal, state, provincial
or foreign wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated,
the violation of any of which could reasonably be expected to have a Material Adverse Change.
2.34 Intellectual
Property Rights.
2.34.1. Title,
License or Right to Use. The Company and each of its Subsidiaries own, have valid and enforceable title to, license to, or otherwise
have the right to use, all patents, patent applications, inventions, all rights, whether conveyed by operation of law or contract, to
any an all inventions made by an employee working in the scope of his or her employment, trademarks, service marks, trade names, corporate
names, trademark registrations, trademark applications, service mark registrations, logos, trade dress, designs, data, database rights, Internet
domain names, websites, web content, copyrights, moral rights, works of authorship, licenses, proprietary information and know-how (including
trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), and all other
worldwide intellectual property and proprietary rights, including registrations and applications for registration thereof (including all
rights pertaining to the foregoing anywhere in the world, including rights arising under international treaties and conventions), and
all common law rights to intellectual property and associated goodwill (collectively, “Intellectual Property”) necessary
for the conduct of their respective businesses as currently conducted and as currently proposed to be conducted, or which are described
in the Registration Statement, the Disclosure Package and the Prospectus as being owned by or licensed to the Company or its Subsidiaries.
Where the Company and its Subsidiaries owns the Intellectual Property (the “Owned Intellectual Property”), the Owned
Intellectual Property is owned by the Company or its Subsidiaries as sole and exclusive owner with good, valid and marketable title thereto,
free and clear of all encumbrances. Where the Company or its Subsidiaries license the Intellectual Property (the “Licensed Intellectual
Property”), to the knowledge of the Company, the Company or its Subsidiaries have valid and enforceable licenses to use any
the Licensed Intellectual Property used by it in connection with, and as required for business of the Company and its Subsidiaries. No
licenses have been granted by the Company or its Subsidiaries for the Owned Intellectual Property, except as described in the Registration
Statement, the Disclosure Package and the Prospectus.
2.34.2. No
Violation of Third Party Intellectual Property. The Company and its Subsidiaries conduct of their respective businesses as currently
conducted does not, and, to its knowledge will not infringe, misappropriate or otherwise violate any Intellectual Property Rights of
others. The Intellectual Property of the Company has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable,
in whole or in part, and the Company is unaware of any facts which would form a reasonable basis for any such adjudication. To the knowledge
of the Company, no Person has infringed, misappropriated or violated the Owned Intellectual Property nor does such Owned Intellectual
Property infringe, misappropriate or violate the Intellectual Property of any third party. To the knowledge of the Company and its Subsidiaries,
there is no application pending of any other Person which would or would potentially interfere with or infringe any Owned Intellectual
Property. The Company and its Subsidiaries have not received any notice of any claim of infringement, misappropriation or conflict with
any intellectual property rights of another, and the Company is unaware of any facts which would form a reasonable basis for any such
notice or claim. To the Company’s knowledge, there are no third parties who have rights to any Intellectual Property, except for
customary reversionary rights of third-party licensors with respect to Intellectual Property that is disclosed in the Registration Statement,
the Disclosure Package and the Prospectus as owned by or licensed to the Company or its Subsidiaries.
2.34.3. No
Pending Action. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s
rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action,
suit, proceeding or claim; (ii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company
is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iii) asserting
that the Company or its Subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product
or service described in the Registration Statement, the Disclosure Package and the Prospectus as under development, infringe, misappropriate,
or otherwise violate, any Intellectual Property rights of others, and the Company is unaware of any facts which would form a reasonable
basis for any such action, suit, proceeding or claim.
2.34.4. Compliance;
No Material Defects. To the knowledge of the Company, the Company and its Subsidiaries have complied with the terms of each agreement
pursuant to which Intellectual Property has been licensed to the Company or its Subsidiaries, except as may not reasonably result in
a material adverse effect, and all such agreements are in full force and effect. To the Company’s knowledge, there are no material
defects in any of the patents or patent applications included in the Intellectual Property. All registrations, filings and actions necessary
to preserve the rights of the Company and its Subsidiaries to its Owned Intellectual Property have been made or taken in accordance with
the provisions of any applicable law, rule, regulation, judgment, order or decree of any Governmental Entity and all such Owned Intellectual
Property is valid and subsisting, in compliance with any existing applicable law, rule, regulation, judgment, order or decree of any
Governmental Entity (including payment of filing, examination and maintenance fees and proofs of use) and is not subject to any unpaid
maintenance fees or taxes or actions.
2.34.5. Protection
of Intellectual Property. The Company and its Subsidiaries have taken all reasonable measures, in accordance with sound industry
practices, to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure, confidentiality
agreements and invention assignment agreements and invention assignments with their employees or service providers. All employees and
other developers of Owned Intellectual Property have executed written contracts with the Company or its Subsidiaries which (i) protect
the confidentiality of all Intellectual Property, (ii) effect the full and irrevocable assignment to the Company and its Subsidiaries
of all of the Intellectual Property conceived or reduced to practice by them for the Company or its Subsidiaries; and (iii) provide
that employees and developers have waived all their non-assignable rights (including moral rights) in such Intellectual Property in favor
of the Company and its Subsidiaries.
2.34.6. Employees.
No employee of the Company or its Subsidiaries is in or has been in violation of any material term of any employment contract, patent
disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement,
or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment
with the Company or its Subsidiaries, as applicable.
2.34.7. Duty
of Candor and Good Faith. The duty of candor and good faith as required by the United States Patent and Trademark Office during the
prosecution of the United States patents and patent applications within the Intellectual Property have been complied with; and in all
foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual Property
or technology (including information technology and outsourced arrangements) employed by the Company or its Subsidiaries has been obtained
or is being used by the Company or its Subsidiary in violation of any contractual obligation binding on the Company or its Subsidiaries
or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.
2.34.8. Trade
Secrets. The Company and its Subsidiaries have taken reasonable and customary actions to protect their rights in and prevent the unauthorized
use and disclosure of trade secrets and confidential business information (including confidential source code, ideas, research and development
information, know-how, formulas, compositions, technical data, designs, drawings, specifications, research records, records of inventions,
test information, financial, marketing and business data, customer and supplier lists and information, pricing and cost information, business
and marketing plans and proposals) owned by the Company and its Subsidiaries, and, there has been no unauthorized use or disclosure of
the trade secrets or confidential business information.
2.34.9. IT
Assets. Except as could not reasonably be expected to have a material adverse effect, (i) the computers, software, servers, networks,
data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company or its Subsidiaries
(excluding any public networks) (collectively, the “IT Assets”) operate and perform as is necessary for the operation
of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted as described in the Registration
Statement, the Disclosure Package and the Prospectus, and (ii) to the knowledge of the Company, such IT Assets are not infected by
viruses, disabling code or other harmful code. The Company and its Subsidiaries have at all times implemented and maintained all industry
standard controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous
operation, redundancy and security of all IT Assets and data (including all Personal Data (defined below) sensitive, confidential or regulated
data used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses
to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents
under internal review or investigations relating to the same.
2.34.10. To
the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s or any
Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge
of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and
Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,
misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the
Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential
information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and
the Subsidiaries have implemented backup and disaster recovery technology consistent with commercially reasonable industry standards and
practices.
2.34.11. Data
Privacy and Security Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with all
applicable state and federal data privacy and security laws and regulations in the United States, including without limitation the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information
Technology for Economic and Clinical Health Act, and all applicable provincial and federal data privacy and security laws and
regulations in Canada, including without limitation the Personal Information Protection and Electronic Documents Act (S.C. 2000, c.
5) (“PIPEDA”); and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to
comply with, and have been and currently are in compliance with, the European Union General Data Protection Regulation
(“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the
Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure
compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,
storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number
or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or
account number; (ii) any information which would qualify as “personally identifying information” under the Federal
Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; (iv) “personal
information”, “personal health information”. and “business contact information” as defined by PIPEDA;
(v) “personal data” as defined by GDPR; and (vi) any other piece of information that allows the identification
of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified
person’s health or sexual orientation. The Company and its Subsidiaries have at all times made all disclosures to users or
customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in
any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory
rules or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has
received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy
Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is
currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any
Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy
Law.
2.35 Taxes.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has
paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against
the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or
as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to
and including the dates of such consolidated financial statements. Except as disclosed in writing to the Placement Agent, (i) no
issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as
due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection
of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal,
state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits,
customs, duties, or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions
to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements,
and other documents required to be filed in respect to taxes.
2.36 ERISA
Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with
ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in
Sections 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA)
has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the
Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its
ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities”
(as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan”
or (ii) Sections 412, 4971, 4975, or 4980B of the Code. Each “employee benefit plan” established or maintained by the
Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and,
to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
2.37 Compliance
with Laws. The Company: (i) is and at all times has been in compliance with all statutes, rules, or regulations applicable
to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale,
offer for sale, storage, import, export, storage, or disposal of any product manufactured or distributed by the Company
(“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Change; (ii) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled
letter, or other correspondence or notice from the FDA or any other governmental authority alleging or asserting noncompliance with
any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits, and supplements or amendments
thereto required by any such Applicable Laws (“Authorizations”); (iii) possesses all material
Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of any
such Authorizations; (iv) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration, or other action from any governmental authority or third party alleging that any product operation or activity
conducted by the Company is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental
authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation, or proceeding;
(v) has not received notice that any governmental authority has taken, is taking or intends to take action to limit, suspend,
modify, or revoke any Authorizations and has no knowledge that any such governmental authority is considering such action;
(vi) has filed, obtained, maintained, or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions, and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports,
documents, forms, notices, applications, records, claims, submissions, and supplements or amendments were complete and correct in
all material respects on the date filed (or were corrected or supplemented by a subsequent submission); and (vii) has not,
either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall,
market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice or action
relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the
Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.
2.38 Application
of Takeover Provisions. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s Articles (or similar constating documents) or the laws of its jurisdiction of incorporation that
is or could become applicable as a result of the Placement Agent and the Company fulfilling their obligations or exercising their rights
under this Agreement and the Pre-Funded Warrants.
2.39 [RESERVED].
2.40 Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of
the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the
date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of
any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.41 Real
and Personal Property. Except as set forth in the Registration Statement, the Disclosure Package, and the Prospectus, the Company
and each of its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items
of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free
and clear of all liens, encumbrances, security interests, claims, and defects that do not, singly or in the aggregate, materially affect
the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its
Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise,
and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the Disclosure Package,
and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or
subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the
leased or subleased premises under any such lease or sublease.
2.42 Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates
(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited
to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s
or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described
or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus which have not been described or
incorporated by reference as required.
2.43 Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or
directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement,
the Disclosure Package and the Prospectus.
2.44 Emerging
Growth Company. Since the closing of its initial public offering on February 26, 2021 through the date hereof, the Company has
been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging
Growth Company”).
2.45 Smaller
Reporting Company. As of the time of filing of the Registration Statement, the Company was, and currently is, a “smaller reporting
company,” as defined in Rule 12b-2 of the Exchange Act Regulations.
2.46 Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package, and the Prospectus
are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the
Company’s good faith estimates that are made on the basis of data derived from such sources.
2.47 Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Common Shares
to be considered a “purpose credit” within the meanings of Regulation T, U, or X of the Federal Reserve Board.
2.48 Exchange
Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e), 14 and
15(d) of the Exchange Act during the preceding twelve (12) months (except to the extent that Section 15(d) requires
reports to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be governed by the next clause
of this sentence); and the Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(d) and
13(g) of the Exchange Act since February 23, 2021, except where the failure to timely file could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Change.
2.49 Minute
Books. The minute books of the Company and each Subsidiary have been made available to the Placement Agent and Placement Agent Counsel,
and such books (i) contain a complete summary of all meetings and actions of the Board (including each Board committee) and shareholders
of the Company (or analogous governing bodies and interest holders, as applicable), and each of its Subsidiaries since the time of its
respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately in all material respects
reflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions, or other actions of
the Company and each Subsidiary that are not properly approved and/or accurately and fairly recorded in the minute books of the Company
or its Subsidiary, as applicable.
2.50 Environmental
Laws.
2.50.1. Compliance.
The Company and its Subsidiaries are in compliance with all federal, state, provincial and local laws and regulations relating to the
use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment
which are applicable to their businesses (“Environmental Laws”).
2.50.2. Permits.
The Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with
their requirements.
2.50.3. Hazardous
Substances. There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission or other release
of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its Subsidiaries (or,
to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its Subsidiaries is or may otherwise
be liable) upon any of the property now or previously owned or leased by the Company or any of its Subsidiaries, or upon any other property,
in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute,
ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except
for any violation or liability which would not have, singularly or in the aggregate with all such violations and liabilities, a Material
Adverse Effect; and there has been no disposal, discharge, emission or other release of any kind in violation of Environmental Laws onto
such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect
to which the Company has knowledge.
2.50.4. No
Pending or Threatened Proceedings. There are no pending or, to the knowledge of the Company, threatened administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings
relating to any Environmental Laws against the Company.
2.50.5. No
Basis for Action. There are no events or circumstances, to the knowledge of the Company, that would reasonably be expected to form
the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity or against
or affecting the Company relating to any Environmental Laws.
2.50.6. Periodic
Review. In the ordinary course of business, the Company and its Subsidiaries conduct periodic reviews of the effect of Environmental
Laws on their business and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or
governmental permits issued thereunder, any related constraints on operating activities and any potential liabilities to third parties).
On the basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities would
not have, singularly or in the aggregate, a Material Adverse Effect.
2.51 Compliance
with FTC, U.S. Department of Health and Human Services. There is no complaint to or audit, proceeding, investigation (formal or informal)
or claim currently pending against the Company or its Subsidiaries, or to the knowledge of the Company, any of its customers (specific
to the customer’s use of the products or services of the Company) by the Federal Trade Commission, the U.S. Department of Health
and Human Services and any office contained therein (“HHS”), or any similar authority in any jurisdiction other than
the United States or any other governmental entity, or by any person in respect of the collection, use or disclosure of Personal Data
by the Company or its Subsidiaries, and, to the knowledge of the Company, no such complaint, audit, proceeding, investigation or claim
is threatened.
2.52 FDA,
Health Canada and Other Regulatory Authorities.
2.52.1. The
Company holds all licenses, certificates, approvals and permits from all United States federal and state and Canadian federal and provincial,
foreign and other regulatory authorities, including but not limited to the United States Food and Drug Administration (the “FDA”),
and Health Canada (“HC”), and any foreign regulatory authorities performing functions similar to those performed by the FDA,
and HC that are material to the conduct of the business of the Company or its Subsidiaries as such business is now conducted as described
in the Registration Statement, the Disclosure Package and the Prospectus, all of which are valid and in full force and effect and there
is no proceeding pending or, to the knowledge of the Company, threatened which may cause any such license, certificate, approval or permit
to be withdrawn, cancelled, suspended or not renewed.
2.52.2. Nothing
has come to the attention of the Company that has caused the Company to believe that the completed studies, tests, preclinical studies
and clinical trials conducted by or on behalf of the Company and its Subsidiaries that are described in the Registration Statement, the
Disclosure Package and the Prospectus were not conducted, in all material respects, in accordance with experimental protocols, procedures
and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable
to those being developed by the Company; or that the drug substances used in the clinical trials have not been manufactured, in all material
respects, under “current good manufacturing practices”, when required, in the United States, Canada and other jurisdictions
in which such clinical trials have been and are being conducted.
2.52.3. No
filing or submission to the FDA, HC, or any other regulatory body, that was or is intended to be the basis for any approval of the Company’s
products or product candidates, to the knowledge of the Company, contains any material omission or material false information.
2.52.4. The
Company is not in violation in any material respect, of any material law, order, rule, regulation, writ, injunction or decree of any
court or governmental agency or body, applicable to the investigation of new drugs in humans and animals, including, but not limited
to, those promulgated by the FDA, or HC.
2.53 Export
and Import Laws. The Company and, to the Company’s knowledge, each of its affiliates, and any director, officer, agent or employee
of, or other person associated with or acting on behalf of the Company, has acted at all times in compliance in all material respects
with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings
pending or expected or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and any governmental
authority under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the International
Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws
and regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of articles
or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the
provision of services to parties not of the foreign country or the export and import of articles and information from and to the foreign
country to parties not of the foreign country.
2.54 Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated
with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under
the Securities Act.
2.55 No
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors, or shareholders (without the consent of
the Placement Agent) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization, or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Securities.
2.56 No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries, on
the one hand, and the directors, officers, shareholders, customers, suppliers or other affiliates of the Company or any of its Subsidiaries,
on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that
is not so described in such documents and in the Disclosure Package.
2.57 Confidentiality
and Non-Competition. To the Company’s knowledge, no director, officer, key employee, or consultant of the Company is subject
to any confidentiality, non-disclosure, non-competition agreement, or non-solicitation agreement with any employer or prior employer
that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected
to result in a Material Adverse Change.
2.58 Testing-the-Waters
Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters
Communications with the written consent of the Placement Agent and with entities that are qualified institutional buyers within the meaning
of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under
the Securities Act and (ii) authorized anyone other than the Placement Agent to engage in Testing- the-Waters Communications. The
Company confirms that the Placement Agent has been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule 2-B hereto.
“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication
within the meaning of Rule 405 under the Securities Act.
2.59 Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the
Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act
Regulations) is required in connection with the Offering.
2.60 Corporate
Records. The corporate records of the Company have been made available to the Placement Agent and Placement Agent Counsel, and such
corporate records accurately in all material respects reflect all transactions referred to in such records. There are no material transactions,
agreements, dispositions or other actions of the Company that are not properly approved and/or accurately and fairly recorded in the
corporate records of the Company, as applicable.
2.61 Canadian
Securities Laws.
2.61.1. The
Company is a reporting issuer in the Province of Quebec and is not included on a list of defaulting reporting issuers maintained by the
securities regulators of such jurisdiction.
2.61.2. The
Company is in compliance in all material respects with its timely and continuous disclosure obligations under all applicable Canadian
Securities Laws and the Company is not in default of its filings under, nor has it failed to file or publish any document required to
be filed or published under all applicable Canadian Securities Laws and, without limiting the generality of the foregoing, there has not
occurred any Material Adverse Change since the respective dates as of which information is given in the Canadian Public Disclosure Documents
which has not been publicly disclosed on a non-confidential basis and the Company has not filed any confidential material change reports
since the date of such statements which remain confidential as at the date hereof.
2.61.3. The
Canadian Public Disclosure Documents contain no untrue statement of a material fact as at the dates thereof nor do they omit to state
a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was made from
being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Canadian Securities
Laws.
2.61.4. There
are no reports or information that, in accordance with the requirements of the Canadian Securities Regulators or applicable Canadian Securities
Laws, must be made publicly available in connection with the Offering that have not been made publicly available, as required. There are
no documents required to be filed with the Canadian Securities Regulators as of the date hereof in connection with the Offering that have
not been filed as required, other than the filing of the Registration Statement and any post-closing filings required to be made by the
Company pursuant to the Canadian Securities Laws.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1 Amendments
to Registration Statement. The Company shall deliver to the Placement Agent, prior to filing, any amendment or supplement to the Registration
Statement, Disclosure Package, or Prospectus proposed to be filed after the date hereof and not file any such amendment or supplement
to which the Placement Agent shall reasonably object in writing.
3.2 Federal
Securities Laws.
3.2.1. Compliance.
The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 424(b) and Rule 430B of the
Securities Act Regulations, and will notify the Placement Agent promptly, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus
shall have been filed and when any post-effective amendment to the Registration Statement shall become effective; (ii) of the receipt
of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus or for additional information; (iv) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure Package or the Prospectus, or of the suspension
of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings
for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration
Statement; and (v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with
the Offering of the Securities. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations,
in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such
steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use
its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting
thereof at the earliest possible moment.
3.2.2. Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act
Regulations, and the Canadian Securities Laws, so as to permit the completion of the distribution of the Securities as contemplated
in this Agreement, the Pre-Funded Warrants and in the Registration Statement, the Disclosure Package, and the Prospectus. If at any
time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act
Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales
of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel
for the Placement Agent or for the Company, to (i) amend the Registration Statement in order that the Registration Statement
will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; (ii) amend or supplement the Disclosure Package or the Prospectus in order that
the Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the
time it is delivered to a purchaser, or (iii) amend the Registration Statement or amend or supplement the Disclosure Package or
the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act
Regulations, the Company will promptly (A) give the Placement Agent notice of such event; (B) prepare any amendment or
supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Disclosure Package,
or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the
Placement Agent with copies of any such amendment or supplement; and (C) file with the Commission any such amendment or
supplement; provided, however, that the Company shall not file or use any such amendment or supplement to which the
Placement Agent or counsel for the Placement Agent shall reasonably object. The Company will furnish to the Placement Agent such
number of copies of such amendment or supplement as the Placement Agent may reasonably request. The Company has given the Placement
Agent notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within forty-eight (48) hours prior to
the Applicable Time. The Company shall give the Placement Agent notice of its intention to make any such filing from the Applicable
Time until the Closing Date and will furnish the Placement Agent with copies of the related document(s) a reasonable amount of
time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Placement Agent or
counsel for the Placement Agent shall reasonably object.
3.2.3. Exchange
Act Registration. For a period of three (3) years after the date of this Agreement or the expiration or exercise of all of the
Pre-Funded Warrants, whichever is later, the Company shall use its best efforts to maintain the registration of the Common Shares under
the Exchange Act. The Company shall not deregister the Common Shares under the Exchange Act without the prior written consent of the Placement
Agent.
3.2.4. Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Placement Agent, it shall not make
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free
writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under
Rule 433; provided, however, that the Placement Agent shall be deemed to have consented to each Issuer General Use
Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that
has been reviewed by the Placement Agent. The Company represents that it has treated or agrees that it will treat each such free writing
prospectus consented to, or deemed consented to, by the Placement Agent as an “issuer free writing prospectus,” as defined
in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact
or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing
at that subsequent time, not misleading, the Company will promptly notify the Placement Agent and will promptly amend or supplement, at
its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
3.2.5. Testing-the-Waters
Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs
an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Placement Agent and shall promptly
amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or
omission.
3.3 Delivery
to the Placement Agent of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Placement Agent and counsel for the Placement Agent, without charge, signed copies of the Registration Statement as originally
filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or
deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to
the Placement Agent, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto
(without exhibits) for the Placement Agent. The copies of the Registration Statement and each amendment thereto furnished to the Placement
Agent will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.
3.4 Delivery
to the Placement Agent of Prospectuses. The Company has delivered or made available or will deliver or make available to each Placement
Agent, without charge, as many copies of each Preliminary Prospectus as such Placement Agent reasonably requested, and the Company hereby
consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Placement Agent, without
charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would
be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Placement
Agent may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Placement Agent will be identical
to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.
3.5 Events
Requiring Notice to the Placement Agent. The Company shall use its best efforts to cause the Registration Statement to remain
effective with a current prospectus related to the Registration Statement, promptly amending the prospectus that is part of the
Registration Statement as necessary to comply with the requirements of the Securities Act of 1933, as amended, as well as any
applicable rules and regulations promulgated by the Commission until the later of (i) at least nine (9) months after
the Applicable Time and (ii) through and including the expiration date of the Pre-Funded Warrants (or the date that all of the
Pre-Funded Warrants have been exercised, if earlier), and shall notify the Placement Agent immediately and confirm the notice in
writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the
Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the
issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for
offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the
mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus;
(v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the
happening of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any
statement of a material fact made in the Registration Statement, the Disclosure Package or the Prospectus untrue or that requires
the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading, or
(b) in the Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such
qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.
3.6 Review
of Financial Statements. For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7 Listing.
The Company shall use its best efforts to maintain the listing of the Common Shares (including the Securities) on Nasdaq or a Listed Exchange
until the later of three (3) years from the date of this Agreement or the date that all of the Pre-Funded Warrants have been exercised
or otherwise expired provided that this covenant shall not prevent the Company from completing any transaction which would result in the
Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a Trading
Market or cash, or the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate
and securities laws and the rules and policies of Nasdaq or a Listed Exchange.
“Trading Market”
means any of the following markets or exchanges on which the Common Shares is listed or quoted for trading on the date in question: the
NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any
successors to any of the foregoing).
3.8 Exchange
Submission of Listing of Additional Shares. The Company agrees to make a timely submission of the Listing of Additional Shares Notification
Form with the Exchange with respect to the Offering of the Securities.
3.9 [RESERVED].
3.10 Reports
to the Placement Agent.
3.10.1. Periodic
Reports, etc. For a period of three (3) years after the date of this Agreement or the expiration or exercise of all of the
Pre-Funded Warrants, whichever is later, the Company shall furnish or make available to the Placement Agent copies of such financial statements
and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities
and also promptly furnish to the Placement Agent: (i) a copy of each periodic report the Company shall be required to file with the
Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press release and every news item and article
with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 6-K prepared and filed
by the Company; (iv) five (5) copies of each registration statement filed by the Company under the Securities Act; (v) a
copy of each report or other communication furnished to shareholders; and (vi) such additional documents and information with respect
to the Company and the affairs of any future subsidiaries of the Company as the Placement Agent may from time to time reasonably request;
provided, however, the Placement Agent shall sign, if requested by the Company, a Regulation FD compliant confidentiality
agreement which is reasonably acceptable to the Placement Agent and Placement Agent Counsel in connection with the Placement Agent’s
receipt of such information. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to
the Placement Agent pursuant to this Section 3.10.1. “EDGAR” means the Electronic Data Gathering, Analysis,
and Retrieval system.
3.10.2. Transfer
Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement or the expiration or exercise of all
of the Pre-Funded Warrants, whichever is later, the Company shall retain a transfer agent and registrar acceptable to the Placement Agent
(the “Transfer Agent”) and shall furnish to the Placement Agent at the Company’s sole cost and expense such transfer
sheets of the Company’s securities as the Placement Agent may reasonably request, including the daily and monthly consolidated transfer
sheets of the Transfer Agent and DTC. VStock Transfer, LLC is acceptable to the Placement Agent to act as Transfer Agent for the Common
Shares.
3.10.3. Trading
Reports. During such time as the Shares and the Common Shares underlying the Pre-Funded Warrants are listed on the Exchange, the Company
shall provide to the Placement Agent, at the Company’s expense, such reports published by Exchange relating to price trading of
the Shares and the Common Shares underlying the Pre-Funded Warrants as the Placement Agent shall reasonably request.
3.11 Payment
of Expenses. The Company hereby agrees to pay on the Closing Date to the extent not paid at the Closing Date, all expenses
incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all
filing fees and communication expenses relating to the registration of the Securities to be issued and sold in the Offering with the
Commission; (b) all filing fees associated with the review of the Offering by FINRA, and Nasdaq; (c) all fees and expenses
relating to the listing of such Securities on Nasdaq and such other stock exchanges as the Company and the Placement Agent together
determine, including any fees charged by the DTC for new securities; (d) all fees, expenses and disbursements relating to
background checks of the Company’s officers and directors in an amount not to exceed $15,000 in the aggregate; (e) all
fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky”
securities laws of such states and other jurisdictions as the Placement Agent may reasonably designate (including, without
limitation, all filing and registration fees); (f) all fees, expenses, and disbursements relating to the registration,
qualification, or exemption of the Securities under the securities laws of such foreign jurisdictions as the Placement Agent may
reasonably designate; (g) the costs of all mailing and printing of the offering documents (including, without limitation, the
Placement Agency Agreement, any blue sky surveys and, if appropriate, any agreement among placement agents, selected dealers’
agreement, placement agents’ questionnaire and power of attorney), Registration Statements, Prospectuses, and all amendments,
supplements, and exhibits thereto and as many preliminary and final Prospectuses as the Placement Agent may reasonably deem
necessary; (h) the costs and expenses of a public relations firm, if applicable; (i) the costs of preparing, printing, and
delivering certificates representing the Securities; (j) fees and expenses of the Transfer Agent for the Securities;
(k) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Placement Agent;
(l) the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal and New
York Times; (m) the costs associated with bound volumes of the public offering materials as well as commemorative mementos and
lucite tombstones, each of which the Company or its designee will provide within a reasonable time after the Closing in such
quantities as the Placement Agent may reasonably request, in an amount not to exceed $3,000; (n) the fees and expenses of the
Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents;
(p) fees and expenses of Placement Agent Counsel not to exceed $100,000; (q) the $29,500 cost associated with the
Placement Agent’s use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering;
(r) up to $10,000 for data services and communications expenses; (s) up to $10,000 of the Placement Agent’s actual
accountable “road show” expenses; and (t) up to $30,000 of the Placement Agent’s market making and trading,
and clearing firm settlement expenses for the Offering. The Placement Agent may deduct from the net proceeds of the Offering payable
to the Company on the Closing Date, the expenses set forth herein to be paid by the Company to the Placement Agent provided, however,
that in the event that the Offering is terminated, the Company agrees to reimburse the Placement Agent, less any amounts previously
advanced, pursuant to Section 8.3 hereof.
3.12 Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application
thereof described under the caption “Use of Proceeds” in the Registration Statement, the Disclosure Package, and the Prospectus.
3.13 Delivery
of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings
statement (which need not be certified by independent registered public accounting firm unless required by the Securities Act or the
Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the
Securities Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement. For the avoidance
of doubt, earnings statements filed with the Commission pursuant to EDGAR shall be deemed to have been made available to the Company’s
security holders for purposes of this Section 3.13.
3.14 Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors, or shareholders (without the consent of the Placement Agent)
has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities.
3.15 Internal
Controls. The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.16 Accountants.
As of the date of this Agreement, the Company shall continue to retain a nationally recognized independent registered public accounting
firm for a period of at least three (3) years after the date of this Agreement. The Placement Agent acknowledges that MNP LLP is
acceptable to the Placement Agent.
3.17 FINRA.
The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any
officer or director of the Company, (ii) to the Company’s knowledge, any beneficial owner of five percent (5%) or more of any
class of the Company’s securities, or (iii) any beneficial owner of the Company’s unregistered equity securities which
were acquired during the one hundred eighty (180) days immediately preceding the filing of the Registration Statement is or becomes an
affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations
of FINRA).
3.18 No
Fiduciary Duties. The Company acknowledges and agrees that the Placement Agent’s responsibility to the Company is solely contractual
in nature and that none of the Placement Agent or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,
or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.
3.19 [RESERVED].
3.20 Company
Lock-Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the
Placement Agent, it will not for a period of three (3) months after the date of this Agreement (the “Lock-Up Period”),
(i) offer, pledge, sell, contract to sell, sell any option, or contract to purchase, purchase any option, or contract to sell, grant
any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file
or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any
offering of debt securities of the Company, other than entering into a line of credit with a traditional bank; or (iv) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital
stock of the Company, whether any such transaction described in clause (i), (ii), (iii), or (iv) above is to be settled by delivery
of shares of capital stock of the Company or such other securities, in cash or otherwise.
The restrictions contained
in this Section 3.20 shall not apply to (i) Securities and the Common Shares issuable pursuant to the exercise of the
Pre-Funded Warrants, if any, (ii) the issuance by the Company of Common Shares upon the exercise of a stock option or warrant or
the conversion of a security outstanding on the date hereof, which is disclosed in the Registration Statement, Disclosure Package, and
Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the
number of such securities or to decrease the exercise price, exchange price, or conversion price of such securities or to extend the term
of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company, or other awards under
any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying shares shall
be restricted from sale during the entire Lock-Up Period.
3.21 Release
of D&O Lock-up Period. If the Placement Agent, in its sole discretion, agrees to release or waive the restrictions set forth
in the Lock-Up Agreements described in Section 2.27 hereof for an officer or director of the Company and provide the Company
with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver,
the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B
hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.
3.22 Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Placement Agent, if necessary, to qualify the
Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as
the Placement Agent may designate and to maintain such qualifications in effect so long as required to complete the distribution of the
Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.23 Reporting
Requirements. The Company, during the period when a prospectus relating to the Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the
Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally,
the Company shall report the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the Securities
Act Regulations.
3.24 Press
Releases. Prior to the Closing Date, the Company shall not issue any press release or other communication directly or indirectly
or hold any press conference with respect to the Company, its condition, financial, or otherwise, or earnings, business affairs, or business
prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices
of the Company and of which the Placement Agent is notified), without the prior written consent of the Placement Agent, which consent
shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the Placement Agent,
such press release or communication is required by law.
3.25 Emerging
Growth Company Status. The Company shall promptly notify the Placement Agent if the Company ceases to be an Emerging Growth Company
at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the Securities Act and
(ii) fifteen (15) days following the completion of the Lock-Up Period.
3.26 [RESERVED].
3.27 Sarbanes-Oxley.
Except as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, the Company shall at all times comply with
all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.
4. Conditions
of Placement Agent’s Obligations. The obligations of the Placement Agent as provided herein, shall be subject to (i) the
continuing accuracy of the representations and warranties of the Company as of the date hereof and as of the Closing Date, (ii) the
accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company
of its obligations hereunder; and (iv) the following conditions:
4.1 Regulatory
Matters.
4.1.1. Commission
Actions; Required Filings. n Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus shall have been issued, and no proceedings for any of those purposes shall have been instituted or are pending or, to
the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission
for additional information. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner
and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8))
or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance
with the requirements of Rule 430B under the Securities Act Regulations.
4.1.2. No
Cease Trade Order. On the Closing Date, no Cease Trade Order shall have been issued by any Canadian Securities Regulator and no proceedings
for such purpose, to the knowledge of the Company, will be pending or threatened.
4.1.3. No
Objection. FINRA has not raised any objection with respect to the fairness and reasonableness of the Placement Agent’s compensation
relating to the offering of the Securities.
4.1.4. [RESERVED].
4.1.5. Nasdaq
Acceptance. On the Closing Date, the Nasdaq shall have conditionally accepted the Offering and the listing of the Shares and Warrant
Shares, subject only to the satisfaction of the customary listing conditions.
4.2 Company
Counsel Matters.
4.2.1. Closing
Date Opinion of U.S. Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of Ortoli Rosenstadt
LLP, U.S. counsel to the Company, and a written statement providing certain “10b-5” negative assurances, dated the Closing
Date and addressed to the Placement Agent, substantially in the form of Exhibit C-I attached hereto.
4.2.2. Closing
Date Opinion of Canadian Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of Dentons Canada
LLP, Canadian legal counsel to the Company and addressed to the Placement Agent, substantially in the form of Exhibit C-II
attached hereto.
4.2.3. Opinion
of Special Intellectual Property Counsel for the Company. On the Closing Date, the Placement Agent shall have received the favorable
opinion and negative assurance letter of special intellectual property counsel for the Company reasonably acceptable to the Placement
Agent and Placement Agent Counsel, dated the Closing Date and addressed to the Placement Agent, substantially in the form of Exhibit C-III
attached hereto.
4.2.4. Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and Canada and jurisdictions in which they are admitted, as applicable, to the extent such counsel deems proper and to the
extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Placement
Agent) of other counsel reasonably acceptable to the Placement Agent, familiar with the applicable laws, and alternatively, such opinion
of other counsel may be addressed directly to the Placement Agent; and (ii) as to matters of fact, to the extent they deem proper,
on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions having custody
of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates
shall be delivered to Placement Agent Counsel if requested. The opinions of each counsel listed in Sections 4.2.1, 4.2.2 and 4.2.3 and
any opinions relied upon by any such counsel shall include a statement to the effect that they may be relied upon by Placement Agent Counsel
in such counsel’s opinions delivered to the Placement Agent.
4.3 Comfort
Letters.
4.3.1. Bring-down
Comfort Letter. At each of the Closing Date the Placement Agent shall have received from the Auditor a letter, dated as
of the Closing Date, to the effect that the Auditor reaffirms the statements made in their letter furnished pursuant to Section 4.3.1,
except that the specified date referred to shall be a date not more than three (3) business days prior to the Closing Date.
4.4 Officers’
Certificates. The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief
Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration
Statement, the Disclosure Package, any Issuer Free Writing Prospectus, and the Prospectus and, in their opinion, the Registration
Statement and each amendment thereto, as of the Applicable Time and as of the Closing Date did not include any untrue statement of a
material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, and the Disclosure Package, as of the Applicable Time and as of the Closing Date, any Issuer Free Writing Prospectus
as of its date and as of the Closing and the Prospectus and each amendment or supplement thereto, as of the respective date thereof
and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading,
(ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a
supplement or amendment to the Registration Statement, the Disclosure Package or the Prospectus, (iii) to the best of their
knowledge after reasonable investigation, as of the Closing Date the representations and warranties of the Company in this Agreement
are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date and (iv) there has not been, subsequent to the date of the most recent
audited financial statements included or incorporated by reference in the Disclosure Package, any Material Adverse Change in the
financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would
involve a Material Adverse Change or a prospective Material Adverse Change, in or affecting the condition (financial or otherwise),
results of operations, business, assets, or prospects of the Company, except as set forth in the Prospectus.
4.4.1. Secretary’s
Certificate. On the Closing Date the Placement Agent shall have received a certificate of the Company signed by the Secretary of the
Company, dated the Closing Date, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified
and is in full force and effect; (ii) that the resolutions of the Board relating to the Offering are in full force and effect and
have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the
Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be
attached to such certificate.
4.4.2. [RESERVED].
4.5 No
Material Changes. Prior to the Closing Date: (i) there shall have been no material adverse change or development involving a
prospective material adverse change in the condition or prospects or the business activities, financial, or otherwise, of the Company
from the latest dates as of which such condition is set forth in the Registration Statement and no change in the capital stock or debt
of the Company, the Disclosure Package, and the Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have
been pending or threatened against the Company or any insider before or by any court or federal or state commission, board, or other administrative
agency wherein an unfavorable decision, ruling, or finding may materially adversely affect the business, operations, prospects, or financial
condition or income of the Company, except as set forth in the Registration Statement, the Disclosure Package, and the Prospectus; (iii) no
stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the
Commission; (iv) no action shall have been taken and no law, statute, rule, regulation, or order shall have been enacted, adopted,
or issued by any Governmental Entity which would prevent the issuance or sale of the Securities or materially and adversely affect or
potentially materially and adversely affect the business or operations of the Company; (v) no injunction, restraining order, or order
of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or
sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of
the Company, and (vi) the Registration Statement, the Disclosure Package, and the Prospectus and any amendments or supplements thereto
shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities
Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations,
and neither the Registration Statement, the Disclosure Package, the Prospectus, nor any amendment or supplement thereto shall contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.
4.6 No
Material Misstatement or Omission. The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing
Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion
of Placement Agent Counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is required
to be stated therein or is necessary to make the statements therein not misleading, or that the Registration Statement, the Disclosure
Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact
which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is
necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.
4.7 Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,
the Securities, the Registration Statement, the Disclosure Package, and the Prospectus and all other legal matters relating to this Agreement
and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Placement
Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them
to pass upon such matters.
4.8 Delivery
of Agreements.
4.8.1. Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent executed copies of the
Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
4.8.2. Pre-Funded
Warrants. On the Closing Date, the Company shall deliver the Pre-Funded Warrants in the form provided in Exhibit D.
4.8.3. Placement
Agent’s Warrants. On the Closing Date, the Company shall have delivered to the Placement Agent an executed copy of the Placement
Agent’s Warrant.
4.9 Additional
Documents. At the Closing Date, the Placement Agent Counsel shall have been furnished with such documents and opinions as they may
require for the purpose of enabling Placement Agent Counsel to deliver an opinion to the Placement Agent, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and
substance to the Placement Agent and Placement Agent Counsel.
5. Indemnification.
5.1 Indemnification
of the Placement Agent.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Placement Agent, its affiliates, and
each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel,
and agents and each person, if any, who controls any such Placement Agent within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act (collectively the “Placement Agent Indemnified Parties,” and each an “Placement
Agent Indemnified Party”), against any and all loss, liability, claim, damage, and expense whatsoever (including but not limited
to any and all legal or other expenses reasonably incurred in investigating, preparing, or defending against any litigation, commenced,
or threatened, or any claim whatsoever, whether arising out of any action between any of the Placement Agent Indemnified Parties and the
Company or between any of the Placement Agent Indemnified Parties and any third party, or otherwise) to which they or any of them may
become subject under the Securities Act, the Exchange Act, or any other statute or at common law or otherwise or under the laws of foreign
countries (a “Claim”), arising out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in (i) the Registration Statement, the Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or
in any Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (ii) any materials or
information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including
any “road show” or investor presentations made to investors by the Company (whether in person or electronically); (iii) any
application or other document or written communication (in this Section 5, collectively called “application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities
under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Exchange, or any other
national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iv) otherwise arising
in connection with or allegedly in connection with the Offering. The Company also agrees that it will reimburse each Placement Agent Indemnified
Party for all fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating,
preparing, or defending against any litigation, commenced, or threatened, or any claim whatsoever, whether arising out of any action between
any of the Placement Agent Indemnified Parties and the Company or between any of the Placement Agent Indemnified Parties and any third
party, or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible to advance payment
of Expenses as they are incurred by an Placement Agent Indemnified Party in investigating, preparing, pursuing or defending any Claim.
5.1.2. Procedure.
If any action is brought against an Placement Agent Indemnified Party in respect of which indemnity may be sought against the Company
pursuant to Section 5.1.1, such Placement Agent Indemnified Party shall promptly notify the Company in writing of the institution
of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval
of such Placement Agent Indemnified Party) and payment of actual expenses if an Placement Agent Indemnified Party requests that the Company
do so. Such Placement Agent Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of the Company, and shall be advanced by the Company. The Company shall not be liable
for any settlement of any action effected without its consent (which shall not be unreasonably withheld). In addition, the Company shall
not, without the prior written consent of the Placement Agent, settle, compromise, or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification, or contribution may
be sought hereunder (whether or not such Placement Agent Indemnified Party is a party thereto) unless such settlement, compromise, consent,
or termination (i) includes an unconditional release of each Placement Agent Indemnified Party, acceptable to such Placement Agent
Indemnified Party, from all liabilities, expenses, and claims arising out of such action for which indemnification or contribution may
be sought and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act, by or on behalf
of any Placement Agent Indemnified Party.
5.2 [RESERVED].
5.3 Contribution.
5.3.1. Contribution
Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient
to hold harmless an indemnified party under Section 5.1 in respect of any loss, claim, damage, or liability, or any
action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage, or liability, or action
in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on
the one hand, and the Placement Agent, on the other, from the Offering of the Securities, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Placement Agent,
on the other, with respect to the statements or omissions that resulted in such loss, claim, damage, or liability, or action in
respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one
hand, and the Placement Agent, on the other, with respect to such Offering shall be deemed to be in the same proportion as the total
net proceeds from the Offering of the Securities purchased under this Agreement (before deducting expenses) received by the Company,
as set forth in the table on the cover page of the Prospectus, on the one hand, and the total discounts and commissions
received by the Placement Agent with respect to the Common Shares purchased under this Agreement, as set forth in the table on the
cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied
by the Company or the Placement Agent, the intent of the parties and their relative knowledge, access to information, and
opportunity to correct or prevent such statement or omission. The Company and the Placement Agent agree that it would not be just
and equitable if contributions pursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if the
Placement Agent were treated as one entity for such purpose) or by any other method of allocation that does not take into account
the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim,
damage, or liability, or action in respect thereof, referred to above in this Section 5.3.1 shall be deemed to include,
for purposes of this Section 5.3.1, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.3.1
in no event shall an Placement Agent be required to contribute any amount in excess of the amount by which the total discounts and
commissions received by such Placement Agent with respect to the Offering of the Securities exceed the amount of any damages that
such Placement Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
5.3.2. Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit, or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing
party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such
action, suit, or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement
thereof within the aforesaid fifteen (15) days, the contributing party will be entitled to participate therein with the notifying party
and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution
on account of any settlement of any claim, action, or proceeding affected by such party seeking contribution on account of any settlement
of any claim, action, or proceeding affected by such party seeking contribution without the written consent of such contributing party.
The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any
right to contribution under the Securities Act, the Exchange Act, or otherwise available.
6. [RESERVED].
7. Additional
Covenants.
7.1 Board
Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of
the Board and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rules of
the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities
listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee
of the Board qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing
rules of the Exchange.
7.2 Right
of First Refusal. Provided that the Shares are sold in accordance with the terms of this Agreement, the Placement Agent shall have
an irrevocable right of first refusal (the “Right of First Refusal”), for a period of six (6) months after the
date the Offering is completed, to act as sole and exclusive investment banker, sole and exclusive book-runner, sole and exclusive financial
advisor, sole and exclusive underwriter and/or sole and exclusive placement agent, at the Placement Agent’s sole and exclusive discretion,
for each and every future public and private equity and debt offering, including all equity linked financings in which the Company uses
an underwriter, placement agent, advisor, investment bank or broker dealer (each, a “Subject Transaction”), during
such six (6) month period, of the Company, or any successor to or subsidiary of the Company, on terms and conditions customary to
the Placement Agent for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any
additional investment banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the
express written consent of the Placement Agent.
The Company shall notify the Placement Agent
of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by
registered mail or overnight courier service addressed to the Placement Agent. If the Placement Agent fails to exercise its Right of
First Refusal with respect to any Subject Transaction within ten (10) Business Days after the receipt of such written notice,
then the Placement Agent shall have no further claim or right with respect to the Subject Transaction. The Placement Agent may
elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction;
provided that any such election by the Placement Agent shall not adversely affect the Placement Agent’s Right of First Refusal
with respect to any other Subject Transaction during the six (6) month period agreed to above.
7.3 Tail
Period. The Placement Agent shall be entitled to a tail fee as specified in the Engagement Letter (as defined below).
8. Effective
Date of this Agreement and Termination Thereof.
8.1 Effective
Date. This Agreement shall become effective when both the Company and the Placement Agent have executed the same and delivered counterparts
of such signatures to the other party.
8.2 Termination.
The Placement Agent shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or
international event or act or occurrence has materially disrupted, or in the Placement Agent’s opinion will in the immediate future
materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or The Nasdaq
Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum
ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having
jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if
a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading
has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained
a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act which, whether or
not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Securities; or (vii) if
the Company is in material breach of any of its representations, warranties, or covenants hereunder; or (viii) if the Placement Agent
shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such
Material Adverse Change in general market conditions as in the Placement Agent’s judgment would make it impracticable to proceed
with the offering, sale, and/or delivery of the Securities or to enforce contracts made by the Placement Agent for the sale of the Securities;
or (ix) if trading of the Securities on the Exchange shall be suspended on or prior to the Closing Date.
8.3 Expenses.
Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever,
within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the
Placement Agent their actual accountable out-of-pocket expenses related to the transactions contemplated herein as set forth in Section 3.11
herein, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided, however, that
such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing,
any advance received by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA
Rule 5110(g)(4)(A).
8.4 Survival
of Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in
full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this
Agreement or any part hereof.
8.5 Representations,
Warranties, Agreements to Survive. All representations, warranties, and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of the Placement Agent or its Affiliates or selling agents, any person controlling the Placement Agent, its officers,
or directors or any person controlling the Company, or (ii) delivery of and payment for the Securities.
9. Miscellaneous.
9.1 Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or
certified mail, return receipt requested), personally delivered or sent by electronic mail transmission and confirmed and shall be deemed
given when so delivered and confirmed or if mailed, two (2) days after such mailing.
| (a) | If to the Placement Agent: |
ThinkEquity
LLC
17 State Street, 41st Floor
New York, NY 10004
Attention: Head of Investment Banking
e-mail: Notices@think-equity.com
with a copy (which shall not constitute notice) to:
Cozen O’Connor LLP
Bentall 5, 550 Burrard Street, Suite 2501
Vancouver, British Columbia, V6C 2B5, Canada
Attention: Mr. Virgil Hlus
Email: VHlus@cozen.com
Vision Marine Technologies Inc.
730 Boulevard du Cure-Boivin
Boisbriand, Québec J7G 2A7, Canada
Attention: Chief Financial Office
Email:
with a copy (which shall not constitute notice) to:
Ortoli Rosenstadt LLP
366 Madison Ave., 3rd Floor
New
York, New York 10017
Attn: **
e-mail: **
9.2 Research
Analyst Independence. The Company acknowledges that the Placement Agent’s research analysts and research departments are required
to be independent from its investment banking division and are subject to certain regulations and internal policies, and that such Placement
Agent’s research analysts may hold views and make statements or investment recommendations and/or publish research reports with
respect to the Company and/or the Offering that differ from the views of their investment banking division. The Company acknowledges that
the Placement Agent is a full service securities firm and as such from time to time, subject to applicable securities laws, rules and
regulations, may effect transactions for its own account or the account of its customers, and hold long or short positions in debt or
equity securities of the Company; provided, however, that nothing in this Section 9.2 shall relieve the Placement
Agent of any responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws,
rules or regulations.
9.3 Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
9.4 Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.5 Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything
to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that certain
engagement letter between the Company and ThinkEquity LLC dated September 13, 2024 (the “Engagement Letter”),
shall remain in full force and effect.
9.6 Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Placement Agent, the Company, and the controlling
persons, directors, and officers referred to in Section 5 hereof, and their respective successors, legal representatives,
heirs, and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy, or claim under or in
respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not
include a purchaser, in its capacity as such, of securities from the Placement Agent.
9.7 Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding, or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding, or claim. The Company agrees that the prevailing party(ies) in any
such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its shareholders and affiliates) and the Placement Agent hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.
9.8 Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
9.9 Waiver, etc.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non- compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
9.10 Currency
Matters. As used herein, “$” refers to U.S. dollars.
9.11 No
Offering of Pre-Funded Warrants. Although this Agreement references Pre-Funded Warrants, the Parties hereto agree that no Pre-Funded
Warrants are being offered in the Offering or hereby, and any references to Pre-Funded Warrants in this Agreement were not removed from
the Agreement in the interest of time. As such, this Agreement is to be read as if it had no references to Pre-Funded Warrants, but only
to the extent that no other rights or obligations hereunder are modified by such reading.
[Signature Page Follows]
If the foregoing correctly
sets forth the understanding between the Placement Agent and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
| |
Very truly yours, |
| |
|
| |
VISION MARINE TECHNOLOGIES INC. |
| |
|
| |
By: |
/s/ Alexandre Mongeon |
| |
|
Name: Alexandre Mongeon |
| |
|
Title: Chief Executive Officer |
Confirmed as of the date first written
above mentioned:
THINKEQUITY LLC
| By: |
/s/ Eric Lord |
|
| |
Name: Eric Lord |
|
| |
Title: Head of Investment Banking |
|
[SIGNATURE PAGE TO PLACEMENT AGENCY
AGREEMENT]
SCHEDULE 1
Terms
Number of Shares: 3,400,000
Pre-Funded Warrants: 0
Offering Price per Share: $1.00
Offering Price per Pre-Funded Warrant: N/A
SCHEDULE 2-A
Issuer General Use Free Writing Prospectuses
SCHEDULE 2-B
Written Testing-the-Waters Communications
SCHEDULE 3
List of Lock-Up Parties
EXHIBIT A
Form of Lock-Up Agreement
EXHIBIT B
Form of Press Release
EXHIBIT C - I
Form of Opinion of U.S. Counsel
EXHIBIT C - II
Form of Opinion of Canadian Counsel
EXHIBIT C - III
Form of Intellectual Property Opinion
EXHIBIT E
Form of Placement Agent’s Warrant
Agreement
Exhibit 99.1
Vision
Marine Technologies Announces $3.4 Million Offering
Montreal,
QC, September 13, 2024 — Vision Marine Technologies, Inc. (Nasdaq:VMAR) ("Vision
Marine" or the "Company"), a pioneer in electric marine propulsion, today announced the pricing of a best-efforts
offering of 3,400,000 common shares. Each common share is being sold at an offering price of $1.00 per share. All of the common shares
in the offering are being offered by the Company. Total gross proceeds from the offering, before deducting the placement agent's fees
and other offering expenses, are expected to be $3.4 million. The offering is expected to close on September 16, 2024, subject to satisfaction
of customary closing conditions.
The Company
intends to use the net proceeds from the offering primarily for working capital purposes and prosecuting patent applications. The Company
may also use a portion of the net proceeds from this offering for acquisitions or strategic investments in complementary businesses or
technologies, however, no acquisition targets have been identified.
ThinkEquity
is acting as sole placement agent for the offering.
The securities
described above are being offered and sold by the Company pursuant to a shelf registration statement on Form F-3 (File No. 333-267893),
including a base prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on October 14, 2022 and declared
effective on December 21, 2022. The offering is being made only by means of a written prospectus. A final prospectus supplement and accompanying
prospectus relating to the offering will be filed with the SEC and can be accessed for free on the SEC's website at www.sec.gov. Copies
of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from the
offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004.
This press
release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Vision Marine Technologies Inc.
Vision Marine Technologies Inc. (Nasdaq: VMAR)
epitomizes the marine industry’s shift towards electric propulsion, offering the pioneering E-Motion™ outboard powertrain
system. This innovative technology represents a significant leap forward in marine propulsion, combining advanced battery packs, inverters,
and high-efficiency motors with proprietary software and assembly techniques. Vision Marine’s commitment to eco-friendly electric
powerboats is reshaping the recreational boating experience, offering higher speeds, longer ranges, and smoother rides than traditional
internal combustion engine boats. With a focus on design, innovation, and craftsmanship, Vision Marine continues to redefine recreational
boating for a more sustainable future.
Forward-Looking Statements
This press release contains forward-looking statements
within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations,
estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements
involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ
materially from those expressed or implied by such statements. Vision Marine’s Annual Report on Form 20-F for the year ended August
31, 2023, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. Vision Marine does not
undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or
otherwise, as required by law.
Website:
visionmarinetechnologies.com
Twitter:
@marine_vision
Facebook:
@VisionMarineTechnologies
Instagram:
@visionmarine.technologies
YouTube:
@VisionMarineTechnologies
Investor and Company Contact:
Bruce Nurse
(303) 919-2913
bn@v-mti.com
Exhibit 99.2
Vision
Marine Technologies Announces Closing of Common Share Offering
Montreal,
QC, September 16, 2024 — Vision Marine Technologies, Inc. (Nasdaq: VMAR) (“Vision Marine” or the “Company”),
a pioneer in electric marine propulsion, today announced the closing of its previously announced best-efforts offering of 3,400,000 common
shares. Each common share was sold at an offering price of $1.00 per share, for gross proceeds of $3.4 million, before deducting placement
agent fees and other offering expenses. All the shares in the offering were offered by the Company.
The Company
intends to use the proceeds from the offering for working capital purposes and prosecuting patent applications. The Company may also use
a portion of the net proceeds from this offering for acquisitions or strategic investments in complementary businesses or technologies,
however, no acquisition targets have been identified.
ThinkEquity
acted as sole placement agent for the offering.
The securities
were offered and sold pursuant to the Company’s currently effective shelf registration statement on Form F-3 (File No. 333-267893),
including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2022,
and declared effective on December 21, 2022. The offering was made by means of a prospectus supplement
and prospectus which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. You should read the applicable
prospectus supplement and prospectus for more complete information about the Company and the offering. You may obtain these documents
free of charge by visiting the SEC’s website at www.sec.gov. Alternatively, you may obtain copies by contacting ThinkEquity,
17 State Street, 41st Floor, New York, New York 10004.
This press
release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Vision Marine Technologies Inc.
Vision Marine Technologies Inc. (Nasdaq: VMAR)
epitomizes the marine industry’s shift towards electric propulsion, offering the pioneering E-Motion™ outboard powertrain
system. This innovative technology represents a significant leap forward in marine propulsion, combining advanced battery packs, inverters,
and high-efficiency motors with proprietary software and assembly techniques. Vision Marine’s commitment to eco-friendly electric
powerboats is reshaping the recreational boating experience, offering higher speeds, longer ranges, and smoother rides than traditional
internal combustion engine boats. With a focus on design, innovation, and craftsmanship, Vision Marine continues to redefine recreational
boating for a more sustainable future.
Forward-Looking Statements
This press release contains forward-looking statements
within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations,
estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements
involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ
materially from those expressed or implied by such statements. Vision Marine’s Annual Report on Form 20-F for the year ended August
31, 2023, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. Vision Marine does not
undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or
otherwise, as required by law.
Website: visionmarinetechnologies.com
Twitter: @marine_vision
Facebook: @VisionMarineTechnologies
Instagram: @visionmarine.technologies
YouTube: @VisionMarineTechnologies
Investor and Company Contact:
Bruce Nurse
(303) 919-2913
bn@v-mti.com
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