THIRD AMENDING AGREEMENT made as of February 2, 2025
Exhibit 10.1
Execution version
THIRD AMENDING AGREEMENT made as of February 2, 2025
| BETWEEN: | Leddar Tech Holdings Inc. | |
| (as “Borrower”) | ||
| AND: | FÉdÉration Des Caisses ▇▇▇▇▇▇▇▇▇▇ Du QuÉbec | |
| (as “▇▇▇▇▇▇▇▇▇▇”) | ||
| AND: | Investissement QuÉbec | |
| (as “IQ”) | ||
| AND: | FS LT HOLDINGS II LP, by its general partner FS INVESTMENT, L.P., by its general partner ▇▇▇▇ ▇▇▇▇▇ Management II, LLC | |
| (as “FS LT”, and collectively with ▇▇▇▇▇▇▇▇▇▇ and IQ, the “Initial Bridge Lenders”) | ||
| AND: | ▇▇▇▇▇▇ Saintellemy | |
| (as “F. Saintellemy”) | ||
| AND: | MM Consulting SAS | |
| (as “MM Consulting”) | ||
| AND: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |
| (as “▇. ▇▇▇▇▇▇▇▇▇”) | ||
| AND: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |
| (as “▇. ▇▇▇▇▇▇”) | ||
| AND: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| (as “▇. ▇▇▇▇▇▇▇▇”, and collectively with F. Saintellemy, MM Consulting, ▇. ▇▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇, the “Additional Bridge Lenders”, and collectively with the Initial Bridge Lenders, the “Bridge Lenders”) |
RECITALS
| A. | The Initial Bridge Lenders have addressed a bridge financing offer dated August 16, 2024 to the Borrower which has been accepted by the Borrower on the same day (as amended by a first amending agreement dated as of October 11, 2024, a second amending agreement dated as of December 6, 2024, and as may be further amended, supplemented, restated, replaced or amended and restated from time to time prior to the date hereof, the “Bridge Financing Offer”), and the Additional Bridge Lenders have become party to such Bridge Financing Offer by executing joinder agreements dated as of August 30, 2024 between each Additional Bridge Lender and the Borrower. |
| B. | The Borrower and the Initial Bridge Lenders wish to amend the Bridge Financing Offer to, among other things, extend the Maturity Date. |
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
| 1. | Interpretation |
| 1.1 | Capitalized terms used herein and defined in this Agreement have the meanings assigned to them in the Bridge Financing Offer unless otherwise defined herein. |
| 1.2 | Other than as specifically provided herein, this Agreement shall not operate as a waiver of any right, power or privilege of the Initial Bridge Lenders and, except as amended hereby, all provisions of the Bridge Financing Offer will remain in full force and effect. |
| 2. | Amendments to the Bridge Financing Offer |
| 2.1 | Section 2.3 of the Bridge Financing Offer is amended as follows (changes underlined and struck through): |
“2.3 Term and Form
| 2.3.1 | The
term of the ▇▇▇▇▇▇▇▇▇▇ Bridge Loan is December 13, 2024, which date will automatically be
extended, upon the disbursement to the Borrower of the full First Installment of the TI Pre-paid
Royalty Fee, to the earlier of (i) |
| 3. | Effectiveness and Conditions Precedent |
This Agreement will become effective on the date that the Initial Bridge Lenders notify the Borrower that the following conditions precedent have been fulfilled to their satisfaction:
| 3.1 | this Agreement has been executed by all parties; |
| 3.2 | no Default exists; and |
| 3.3 | all fees and expenses owing by the Borrower to the Initial Bridge Lenders and their legal counsel due on the date of this Agreement shall have been paid and ▇▇▇▇▇▇▇▇▇▇ is authorized to debit the Borrower’s account and proceed to the payment of such fees and expenses. |
| 4. | Representations and Warranties |
The Borrower certifies that all of the representations and warranties contained in Article 2 of the Appendix A to the Bridge Financing Offer are true and correct on and as of the date hereof as though made on and as of the date hereof, except that, to the extent such representations and warranties relate to a specifically identified earlier date they shall be true and correct as of such earlier date.
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| 5. | Default |
The Borrower certifies that no Default has occurred and is continuing on the date hereof.
| 6. | Cost and Expenses |
The Borrower agrees to pay on demand all reasonable costs and expenses of the Initial Bridge Lenders in connection with the preparation, execution, delivery and implementation and administration of this Agreement including the reasonable fees and expenses of counsel for the Initial Bridge Lenders.
| 7. | Counterparts |
This Agreement may be executed in any number of counterparts, all of which taken together constitute one and the same instrument. A party may execute this Agreement by signing any counterpart. Delivery by any party or other signatory of an executed counterpart of this Agreement by facsimile or electronic mail or in PDF format, or using any electronic signature, shall be equally effective as delivery of an original executed counterpart of this Agreement.
| 8. | Governing Law |
This Agreement is governed by and construed in accordance with laws of the Province of Quebec and the laws of Canada applicable therein.
[Signature pages follow]
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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date and year first above written.
| LEDDARTECH HOLDINGS INC., as Borrower | ||
| /s/ ▇▇▇▇▇▇ Saintellemy | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | President and Chief | |
| Executive Officer | ||
[Third Amendment – LeddarTech Holdings Inc. – Bridge Loan]
FÉDÉRATION DES CAISSES ▇▇▇▇▇▇▇▇▇▇ DU QUÉBEC, as Initial Bridge Lender
| Per: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | Per: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||
| Title: | Director, National Accounts, | Title: | Managing Director and Market | |||
| North Western Quebec | Lead, National Accounts, North | |||||
| Western Quebec | ||||||
INVESTISSEMENT QUÉBEC, as Initial Bridge Lender
| /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Directeur principal, | |
| Investissement spécialisé - | ||
| Québec | ||
FS LT HOLDINGS II LP, by its general partner FS INVESTMENT, L.P., by its general partner ▇▇▇▇ ▇▇▇▇▇ MANAGEMENT II, LLC, as Initial Bridge Lender
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Manager | |
[Third Amendment – LeddarTech Holdings Inc. – Bridge Loan]
| /s/ ▇▇▇▇▇▇ Saintellemy | ||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as Additional | ||
| Bridge Lender | ||
| MM CONSULTING SAS, as Additional Bridge Lender | ||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
| Title: | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Additional | ||
| Bridge Lender | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇, as Additional | ||
| Bridge Lender | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Additional | ||
| Bridge Lender | ||
[Third Amendment – LeddarTech Holdings Inc. – Bridge Loan]
The Guarantor acknowledges receipt of this Agreement and agrees to its terms.
| VAYAVISION SENSING LTD., as Guarantor | ||
| /s/ ▇▇▇▇▇▇ Saintellemy | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |
[Third Amendment – LeddarTech Holdings Inc. – Bridge Loan]
The Existing Lender acknowledges receipt of this Agreement and agrees to its terms.
FÉDÉRATION DES CAISSES ▇▇▇▇▇▇▇▇▇▇ DU QUÉBEC, as Existing Lender
| Per: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | Per: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||
| Title: | Director, National Accounts, | Title: | Managing Director and Market | |||
| North Western Quebec | Lead, National Accounts, North | |||||
| Western Quebec | ||||||
[Third Amendment – LeddarTech Holdings Inc. – Bridge Loan]