●] 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.
COMMON SHARE PURCHASE WARRANT MCLOUD TECHNOLOGIES CORP.mCloud Technologies Corp. • June 29th, 2022 • 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
