合約書OF雇佣

之間:

KWESSt微系統公司。,

一家位於安大略省渥太華市Terrence Matthews Crescent 155號的企業。

（該“公司")

-和-

哈利韋伯斯特,

一位居住在的個人                                                                            

（該“雇員")

協議雙方達成以下協議：

1. 術語及生效日期

本協議的條款將於2月15日左右開始。^日, 2024 ("生效日期並且將持續無限期，除非根據本協議的條款或法律的控制項而終止。

2. 職位

員工將於2024年2月15日就任首席運營官（"COO"）。^日員工將向該公司首席執行官匯報，如其缺席，則向該公司執行主席匯報。

員工的主要職責載於附表A所附的工作描述中。員工同意勤勉地履行員工的職責，并盡力而為。員工同意，在執行該職責時，竭盡所能促進公司的利益。員工同意以確保公司的最佳形象和公共形象而行事。

3. 工作條件

a. 工作時數和加班

公司的正常業務時間是從上午9:00到下午5:00，星期一至星期五。雇員應每週工作不少於37.5小時，但雇員理解工作時間可能會變化並不規則，以滿意地履行雇員的職責。雇員承認並同意根據本協議，雇員將執行客戶和候選人之間的工作，可能會延伸到不規則的工作時間（合理範圍內）。因此，雇員將豁免《就業標準法》中的加班工資規定。 《2000年就業標準法》 ("ESA")根據O. Reg. 285/01第8(a)條。

b. 地點

員工確認並同意公司將要求員工在渥太華的辦公室工作，位於155 Terrence Matthews Crescent。公司保留就員工工作地點做出最終決定的權利。

c. 政策和程序

員工必須遵守所有公司的規則、政策和程序。公司保留修改、撤銷或引入新規則、政策和程序的權利，因需要，員工同意遵守公司的規則、政策或程序的任何更改。如果公司的任何規則、政策或程序與本協議條款存在不一致，則本協議的條款應優先。

4. 薪酬和福利

以下詳細說明員工的補償。除非另有聲明，所有金額將以加拿大元計算和支付，扣除適用的扣繳款項。

a. 根據本協議要求提供的服務，支付給員工的基本薪資將為加幣$260,000（「基本薪資」）。基本薪資可能會不時由董事會自行酌情增加，根據董事會決定的價格變動和一般性增加。

b. 基本工資將在本協議有效期內每兩週支付。雇主有權從基本工資或任何其他形式的薪酬中扣除任何適用的法定扣款和匯款。

c. 僱主將根據僱主不時有效的合法政策，就員工在有關僱主業務中產生的所有合理費用進行報銷，包括但不限於員工因旅行和娛樂而產生的費用。在提交可接受的支持文件後，費用將在合理時間內支付。

d. 除了前述之外，公司可能根據附錄b的規定，支付員工年度獎金，金額由董事會確定並批准。

e. 在符合適用證券法律規定以及公司根據其受約束的任何協議應承擔的義務的前提下，公司可以根據董事會的批准向員工發放期權和限制性股票單位（"RSUs"），根據公司的股票為基礎的報酬計劃，使員工有權不時購買公司的普通股，由董事會不時判斷。

f. 所有板塊授予員工的所有期權和RSU應受制於授予同樣的期權協議或RSU協議的條款和規定，並且授予員工的所有期權應受制於公司不時生效、董事會批准並且在必要時受公司股東批准的公司期權計劃的條款和規定。

g. 員工將僅有資格獲得目前由雇主的就業手冊、手冊和政策文件描述的額外福利，或者法律要求的福利。

h. 雇主裁量福利可能會變動，雇主向員工提供六十（60）天書面通知該變動後，對這些福利進行更改而沒有補償，並且更改對其他員工普遍進行，不得單獨針對該員工。

5. 假期和公眾假期福利

員工每年將有二十五（25）天的假期。在任何情況下，員工的假期權益不得低於ESA所規定的最低標準。假期需提前安排並經公司同意，考慮公司的運營需求。根據ESA的規定，所有未使用的假期將在未按照本條款使用時被沒收。

僱員的公眾假期權利將由ESA管理。

6. 接受授予時，您承認、了解並同意以下所有內容：

1. 僱主可能透過控制項終止僱員的僱傭關係，如根據要求透過 ESA的規定，提供給僱員以下條款於終止通知的日期：

(i) 如果員工的雇傭在開始控制項日期前終止，那麼 a 一次性付款相當於 1-4482 基本薪金的二十六(26)週加上應得的獎金，以代替預告和員工所持有的所有安防類型的補償立即生效；

(ii) 如果員工的雇用在開始控制項後的第一個週年被終止，那麼應立即支付一筆賠償金，金額相當於基本薪資的二十六（26）週加上相關應得的獎金，代替通知，並以開始控制項後每完整一年的服務提供一（1）週的基本薪資，代替通知，直至開始控制項的第一個週年後的完整工作年限最多為三十八（38）週的基本薪資加上相關的應得獎金，而員工持有的所有安防基礎補償將立即變為已投資。

(iii) the Employer will continue the Employee's full participation in any benefits plan in which the Employee may be enrolled at that time and only for the minimum period of notice required by the ESA; and

(iv) in the event that any ESA termination entitlement would provide for any monetary amount or other benefit in excess that which is provided via subparagraphs 6.1 (i), (ii), and (iii), then the Employer will also provide the Employee with the minimum additional monetary amount or other benefit(s) required in order to bring the Employee's termination entitlements described in subparagraphs 6.1 (i), (ii), and (iii) into compliance with the ESA.

2. At all times, and in all circumstances, the Employer intends to provide the Employee with any and all minimum statutory entitlements to which the Employee would become entitled as a result of the termination of the Employee's employment. The Employee agrees that the entitlements described in this Section 6.1 are inclusive of severance pay pursuant to the ESA, if applicable, and all common law entitlements to reasonable notice or pay-in-lieu thereof. As such, the Employee is waiving any further entitlement to notice or payment in lieu of notice, benefit continuation, or severance pay, in accordance with common law. The Employee also agrees that nothing in this provision derogates from the Employer's ability to terminate the Employee's employment without any payment in lieu of notice, severance pay, or benefit continuation where just cause exists, as defined by the ESA,

In all termination or frustration of employment situations, the Employer will provide the Employee with all wages and vacation pay accrued to the date and time of the termination or frustration of employment, including any vacation pay that accrues during the minimum period of notice of termination prescribed by the ESA.

3. In the event that the Employer terminates the Employee's employment within three (3) months of, or in anticipation within three (3) months of, a change of control of the Employer; and where otherwise required to provide notice of termination or severance pay by operation of the ESA; then the references to "twenty-six (26) weeks" in Subsections 6.1 (i) and (ii) shall be read as "lump sum payment of fifty-two (52) weeks" and the reference to "thirty-eight (38) weeks" in Subsection 6.1 (ii) shall be read as "lump sum payment of sixty-four (64) weeks".

All security-based compensation held by the Employee shall immediately become vested upon a change of control of the Employer.

For purposes of this Agreement, a Change in Control means:

(i) any change in the holding of the shares in the capital of the Company as a result of which an Entity or group of Entities acting jointly or in concert (whether by means of a shareholder agreement or otherwise) or Entities associated or affiliated with any such Entity or group within the meaning of the Business Corporations Act (Ontario), other than the Employee and his respective associates becomes the owner, legal or beneficial, directly or indirectly, of fifty (50%) per cent plus one share or more of the shares in the capital of the Company or exercises control or direction over fifty (50%) per cent plus one share or more of the shares in the capital of the Company; or

(ii) a sale, lease or other disposition of all or substantially all of the property or assets of the Company (other than to an affiliate which assumes all of the obligations of the Company to the Employee including the assumption of this Agreement); or

(iii) a reorganization, amalgamation or merger (or plan of arrangement in connection with any of the foregoing), not approved by the Board of Directors, other than solely involving the Company and one or more of its affiliates, with respect to which substantially all of the persons who were the beneficial owners of the shares in the capital of the Company immediately prior to such reorganization, amalgamation, merger or plan or arrangement do not, following any such event, beneficially own, directly or indirectly, more than fifty (50%) per cent plus one share of the aggregate voting power of all outstanding equity shares of the Company; or

(iv) a change in the composition of the Board of Directors which occurs at a single meeting of the shareholders of the Company or upon the execution of a shareholder's resolution, such that individuals who are members of the Board of Directors immediately prior to such meeting or resolution cease to constitute a majority of the Board of Directors, without the Board of Directors, as constituted immediately prior to such meeting or resolution, having approved of such change

4. The Employee may resign from this employment, at any time and for any reason, upon providing the Employer with four (4) weeks of advanced written notice of the Employee's last working day with the Employer. This notice must be given to the Employer in writing and can be delivered via electronic mail (email) or in person to the Employer. The Employer, in its sole and absolute discretion, may elect to waive such notice, in whole or in part, by providing the Employee with what wages and benefit continuation that the Employee would have otherwise received during this period.

7. Indemnification of The Employee

1. The Company hereby irrevocably covenants and agrees to indemnify and save harmless the Employee, their heirs and legal representatives, from and against any and all losses, costs, charges, expenses, claims, demands and liabilities, including any amount paid to settle an action or to satisfy a judgment, incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of having been an officer of The Company or a director of any affiliate of The Company, if (i) Employee acted honestly and in good faith with a view to the best interests of the Company, and, (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, Employee had reasonable grounds for believing that their conduct was lawful.

2. For the purposes of This Section, the termination of any civil, criminal or administrative action or proceeding by judgment, order, settlement, conviction, acceptance of a plea of nolo contendre or similar or other result shall not, of itself, create a presumption either that Employee did not act honestly and in good faith with a view to the best interests of The Company or that, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, Employee did not have reasonable grounds for believing that his conduct was lawful.

3. The Company shall obtain and maintain a policy or policies of insurance with reputable insurance companies providing directors and officers of The Company with coverage from losses from wrongful acts, and to insure the Company's performance of its indemnification obligations under this Agreement. In any such policies of directors' and officers' liability insurance, the Employee the same rights and benefits as are accorded to the most favourably insured of The Company's officers and key Employees.

8. Remedies

1. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee agrees that the Employer is entitled to a permanent injunction, in addition to and not in limitation of any other rights and remedies available to the Employer at law or in equity, in order to prevent or restrain any such breach by the Employee or by the Employee's partners, agents, representatives, servants, Employees, and/or any and all persons directly or indirectly acting for or with the Employee.

9. Severability

1. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

10. Notices

1. Any notices, deliveries, requests, demands or other communications required here will be deemed to be completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the following addresses or as the parties may later designate in writing:

KWESST Micro Systems Inc.
Unit 155 Terence Matthews Crescent, Ottawa, Ontario
luxton@kwesst.com

11. Modification of Agreement

1. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

12. Governing Law

1. This Agreement will be construed in accordance with and governed by the laws of the province of Ontario.

13. General Provisions

1. Time is of the essence in this Agreement.

2. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

3. No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

4. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.

5. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

6. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or written. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement.

IN WITNESS THEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT:

7

Annex A

Job Description and Duties

The responsibilities of the Employee will include the following:

Strategic Leadership:

• Collaborate with the CEO and other executives to develop and execute the company's strategic plan.
• Provide recommendations to improve organizational effectiveness and efficiency.

Operational Oversight:

• Direct and oversee daily operations, ensuring smooth and efficient business processes.
• Oversee daily operations, including engineering, production, logistics, supply chain management, quality control, and customer service.
• Develop and implement operational policies and procedures to enhance productivity.

Team Management:

• Lead and mentor a high-performing team, fostering a collaborative and results-driven culture.
• Ensure effective communication and coordination across various departments.

Financial Management:

• Work closely with the CFO to develop and manage budgets, financial forecasts, and performance metrics.
• Identify cost-saving opportunities and implement strategies to improve profitability.

Risk and Compliance Management:

• Assess and mitigate operational risks, assisting the CFO in ensuring compliance with industry regulations and standards.

Business Development:

• Identify opportunities for business growth and expansion.
• Foster strategic partnerships and collaborations to enhance the company's market presence.

Performance Measurement:

• Establish key performance indicators (KPIs) and regularly monitor and report on the company's performance against these metrics.
• Implement data-driven decision-making processes.

Innovation and Continuous Improvement:

• Drive a culture of innovation and continuous improvement within the organization.
• Identify and implement operational best practices to enhance overall efficiency.

Stakeholder Relations:

• Build and maintain relationships with key stakeholders, including customers, suppliers, and regulatory bodies.

Crisis Management:

• Develop and implement crisis management plans to ensure business continuity in challenging situations.
• Act decisively in times of crisis to minimize impact on operations.

Annex B Bonus

Compensation

In addition to the Employee's annual base salary of $260,000 CAD, he will also be entitled to:

•  An annual discretionary bonus of up to 40% of the Employee's annual base salary;
•  Participation in a long-term incentive plan as an executive; and
•  Participation in the Corporation's health and dental benefit plan.