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;
AGENCY AGREEMENTAgency Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software • 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”).
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.
LOAN AGREEMENTLoan Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software • 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 AGREEMENTAmending Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software
AMALGAMATION AGREEMENTAmalgamation Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software • 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;
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software • 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 • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software
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;
