WARRANT INDENTURE Providing for the Issuance of Warrants Dated as of April 15, 2021Warrant Indenture • August 16th, 2021 • mCloud Technologies Corp. • British Columbia
WHEREAS in connection with the Offering (as defined herein) by the Corporation of up to 6,900,000 Units (as defined herein), including the Agent's Over-Allotment Option (as defined herein), at a price of $2.10 per Unit pursuant to the prospectus supplement dated April 12, 2021 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 for the provinces of Canada, the Corporation proposes to issue and sell to the public up to 6,900,000 Warrants (as defined herein), of which 6,000,000 Warrants will be issuable pursuant to the issuance of the Units in respect of the base offering, and 900,000 Warrants will be issuable upon the due exercise of the Agent's Over- Allotment Option;
AGENCY AGREEMENTAgency Agreement • August 16th, 2021 • mCloud Technologies Corp. • 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.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental • August 16th, 2021 • mCloud Technologies Corp.
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");
