MCloud Technologies Corp. Sample Contracts
●] UNITS EACH CONSISTING OF ONE 9.0% SERIES A CUMULATIVE PERPETUAL PREFERRED SHARE AND ONE-HALF OF ONE WARRANT TO PURCHASE ONE COMMON SHARE MCLOUD TECHNOLOGIES CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • New York
The undersigned, MCLOUD TECHNOLOGIES CORP., a company incorporated under the Business Corporations Act (British Columbia) (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of MCLOUD TECHNOLOGIES CORP., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Standard Contracts
WARRANT INDENTURE Providing for the Issuance of Warrants Dated as of July 6, 2020 WARRANT INDENTUREWarrant Indenture • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software • British Columbia
WHEREAS in connection with the Offering (as defined herein) by the Corporation of up to 3,150,686 Units (as defined herein), including the Underwriters' Over-Allotment Option, at a price of $3.65 per Unit pursuant to the prospectus supplement dated June 26, 2020 to the short form base shelf prospectus dated April 28, 2020 for Nunavut and to the amended and restated short form base shelf prospectus dated April 28, 2020, the Corporation proposes to issue and sell to the public up to 1,575,343 Warrants (as defined herein), of which 1,369,863 Warrants will be issuable pursuant to the issuance of the Units in respect of the base offering, and 205,479 Warrants will be issuable upon the due exercise of the Underwriters' Over-Allotment Option;
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2022, between mCloud Technologies Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 20th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • New York
AGENCY AGREEMENTAgency Agreement • August 16th, 2021 • mCloud Technologies Corp. • British Columbia
Raymond James Ltd. (the “Lead Agent”), acting as sole bookrunner, and on behalf of itself and a syndicate of agents including Paradigm Capital Inc. (“Paradigm”, together with the Lead Agent, the “Agents”, and each individually, an “Agent”), understands that mCloud Technologies Corp. (the “Corporation”) is contemplating a private placement offering of up to 2,875,000 special warrants of the Corporation (the “Special Warrants”) at a price of $4.00 per Special Warrant (the “Issue Price”) on a “best efforts”, private placement basis for aggregate gross proceeds of up to $11,500,000 (the “Offering”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • British Columbia
WHEREAS the Employer and the Employee have agreed that, effective on the date hereof, the Employee will become employed by the Employer.
25EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 13th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • California
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of May 1, 2017, by and between Russel McMeekin, an individual (“Executive”), and mCloud Corporation, a company incorporated in the State of Delaware (the “Company”), with reference to the following facts:
AGENCY AGREEMENTAgency Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software • Alberta
ATB Capital Markets Inc. (the “Agent”), understands that mCloud Technologies Corp. (the “Corporation”) proposes to issue and sell up to 6,000,000 units of the Corporation (the “Units”) at a price of $2.10 per Unit (the “Offering Price”) for aggregate gross proceeds of up to $12,600,000 (the “Offering”) upon and subject to the terms and conditions contained herein. Each Unit will consist of one common share in the capital of the Corporation (each, an “Offered Share”) and one common share purchase warrant (each whole common share purchase warrant, a “Warrant”) of the Corporation. Each Warrant shall entitle the holder thereof to acquire one common share in the capital of the Corporation (each, a “Warrant Share”) at an exercise price of $2.85 per Warrant Share, until the date which is 36 months following the closing date, which shall be April 15, 2021 or such other date as the Company and the Agent may agree in writing (the "Closing Date"), subject to adjustment in certain events.
COMMON SHARE PURCHASE WARRANT MCLOUD TECHNOLOGIES CORP.Common Share Purchase Warrant • June 29th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • New York
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CEDE & CO. 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 the date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on November 29, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from mCloud Technologies Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), up to [●] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued in certificated form, though, if eligible, may subsequently be maintained in the form of a security held in book-entry form and the Depository Trust Company or its nom
LOAN AGREEMENTLoan Agreement • August 16th, 2021 • mCloud Technologies Corp. • British Columbia
WHEREAS the Lender, as successor in interest to Grenville Strategic Royalty Corp. (“Grenville”), is party to that certain Amended and Restated Royalty Purchase Agreement, dated as of October 27, 2016 (such agreement, as may be amended from time to time, the “Agnity Royalty Purchase Agreement”), by and between (i) Grenville and (ii) Agnity Global, Inc. (“Agnity”), Agnity Communications, Inc., Agnity Healthcare, Inc., and Spinacom, Inc. (former Agnity, Inc.), pursuant to which the Lender acquired the right to receive Royalty Payments (as defined in the Agnity Royalty Purchase Agreement);
AMENDING AGREEMENTRoyalty Purchase Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software
WHEREAS the Corporation and the Warrant Agent entered into a warrant indenture dated as of January 14, 2020 to provide for the creation and issuance of Warrants (the "Original Indenture");
LOAN AGREEMENTLoan Agreement • May 2nd, 2022 • mCloud Technologies Corp. • Services-prepackaged software • Alberta
AUTOPRO AUTOMATION CONSULTANTS LTD., a corporation incorporated under the laws of the Province of Alberta (hereinafter referred to as the “Borrower”)
AMALGAMATION AGREEMENTAmalgamation Agreement • August 16th, 2021 • mCloud Technologies Corp. • Alberta
WHEREAS upon the terms and subject to the conditions set out in this Agreement, the parties hereto intend to effect a business combination transaction whereby, among other things, Fulcrum and AcquisitionCo shall amalgamate and continue as one corporation in accordance with the terms and conditions hereof;
November 8, 2021 mCloud Technologies Services Inc. Vancouver, British Columbia V6C 3A8 Attn: Russel McMeekin and Chantal Schutz Ladies and Gentlemen:Credit Facility Agreement • May 2nd, 2022 • mCloud Technologies Corp. • Services-prepackaged software
ATB Financial, formerly Alberta Treasury Branches, has approved and offers the credit facility on the terms and conditions described in the attached Commitment Letter and accompanying schedules (this “Agreement”) on and subject to the terms and conditions set forth in this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2022 • mCloud Technologies Corp. • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 28, 2022, is by and between mCloud Technologies Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), and (the “Investor”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 16th, 2021 • mCloud Technologies Corp. • British Columbia
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 21, 2019 (the “Agreement Date”), by and between Flow Capital Corp. (“Seller”) and Universal mCloud Corp. (“Buyer”). Buyer and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties”.
SUPPLEMENTAL SPECIAL WARRANT INDENTURESupplemental Special Warrant Indenture • August 16th, 2021 • mCloud Technologies Corp.
WHEREAS the Company and the Special Warrant Agent entered into a special warrant indenture (the "Original Indenture") dated as of January 14, 2020 to provide for the creation and issuance of up to 3,312,500 Special Warrants;
SUPPLEMENTAL INDENTURESupplemental Indenture • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software
WHEREAS the Corporation and the Warrant Agent entered into a warrant indenture (the "Original Indenture") dated as of January 14, 2020 to provide for the creation and issuance of up to 1,821,875 Warrants;