PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT MOGO INC.Mogo Inc. • December 27th, 2021 • Finance services
THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 June 13, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mogo Inc., a British Columbia company (the “Company”), up to Common Shares in the capital of the Company (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 is being issued pursuant to that certain engagement letter, dated as of December 8, 2021, by and between the Company and
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2021 • Mogo Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December , 2021, between Mogo Inc., a British Columbia company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
MOGO INC. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant Agent WARRANT INDENTURE Providing for the Issue of up to 4,479,392 Warrants Dated as of October 7, 2020Warrant Indenture • October 22nd, 2020 • Mogo Inc. • Finance services • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
COMMON SHARE PURCHASE WARRANT MOGO INC.Common Share Purchase Warrant • December 27th, 2021 • Mogo Inc. • Finance services
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 June 13, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mogo Inc., a British Columbia company (the “Company”), up to Common Shares in the capital of the Company (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2021 • Mogo Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2021, between Mogo Inc., a British Columbia company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED SUBORDINATION AGREEMENT (Thurlow Guarantee)Subordination Agreement • March 23rd, 2023 • Mogo Inc. • Finance services • Ontario
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT is made as of the 30th day of September, 2020 between DB FSLF 50 LLC, as agent for and on behalf of itself and each of the other Lenders (as defined below) (the “Agent”), DALE MATHESON CARR-HILTON LABONTE LLP, as trustee for and on behalf of the Holders (as hereafter defined) (the “Trustee”), and MOGO FINANCE TECHNOLOGY INC. (the “Borrower”);
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 26th, 2019 • Mogo Finance Technology Inc. • Finance services • Ontario
WHEREAS the Shareholder is the registered and/or beneficial owner of the Subject Securities (as defined herein) each as set out in in Schedule A attached hereto;
MOGO FINANCE TECHNOLOGY INC. and MOGO INC. and COMPUTERSHARE TRUST COMPANY OF CANADA FIRST SUPPLEMENTAL CONVERTIBLE DEBENTURE INDENTURE Dated June 21, 2019Subordination Agreement • July 3rd, 2019 • Mogo Inc. • Finance services • British Columbia
THIS FIRST SUPPPLEMENTAL CONVERTIBLE DEBENTURE INDENTURE (the "First Supplemental Indenture") made as of the 21st day of June, 2019,
amended and restaTed SUBORDINATION AGREEMENTSubordination Agreement • March 23rd, 2023 • Mogo Inc. • Finance services • Ontario
THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT is made as of the 30th day of September, 2020 between DB FSLF 50 LLC, as agent for and on behalf of itself and each of the other Lenders (as hereafter defined) (the “Agent”), DALE MATHESON CARR-HILTON LABONTE LLP, as trustee for and on behalf of the Holders (as hereafter defined) (the “Trustee”), and MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), and MOGO MORTGAGE TECHNOLOGY INC., MOGO FINANCIAL INC., MOGO FINANCIAL (B.C.) INC., MOGO FINANCIAL (ALBERTA) INC., MOGO FINANCIAL (ONTARIO) INC., HORNBY LOAN BROKERS (OTTAWA) INC., HORNBY LEASING INC., THURLOW MANAGEMENT INC., THURLOW CAPITAL (BC) INC., THURLOW CAPITAL (ALBERTA) INC., THURLOW CAPITAL (ONTARIO) INC., THURLOW CAPITAL (MANITOBA) INC., THURLOW CAPITAL (OTTAWA) INC. AND MOGO TECHNOLOGY INC.
REVOLVING CREDIT AND GUARANTEE AGREEMENT dated as of September 25, 2017 among MOGO FINANCE TECHNOLOGY INC. as Borrower MOGO FINANCIAL INC., MOGO FINANCIAL (B.C.) INC., MOGO FINANCIAL (ALBERTA) INC. AND MOGO FINANCIAL (ONTARIO) INC. as Originating...Revolving Credit and Guarantee Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • Ontario
This REVOLVING CREDIT AND GUARANTEE AGREEMENT, dated as of September 25, 2017, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”) and DB FSLF 50 LLC (“DB FSLF”), as a Lender, the Administrative Agent (in such capacity, the “Administrative Agent”), the Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger, and the other Lenders party hereto from time to time.
AGENCY AGREEMENTAgency Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • British Columbia
Mogo Finance Technology Inc. (the “Company”) hereby engages Mackie Research Capital Corporation (“MRCC”), Cormark Securities Inc., Canaccord Genuity Corp., Haywood Securities Inc. and M Partners Inc. (collectively with MRCC, the “Agents”) to act as its exclusive agents during the term of the offering outlined in the term sheet attached hereto as Schedule A (the “Term Sheet”), to offer and sell on a commercially reasonable “best efforts” agency basis (the “Offering”) up to $15,000,000 principal amount of 10% Convertible Senior Secured Debentures of the Company (the “Initial Debentures”) as such securities are described in the Term Sheet and in this Agreement. The Company hereby also grants the Agents an option (the “Agents’ Option”) exercisable at any time up to 48 hours prior to the Closing (as defined below) to increase the size of the Offering by offering and selling up to an additional $2,250,000 principal amount of 10% Convertible Senior Secured Debentures of the Company (the “Addi
SIXTH AMENDMENT AGREEMENT dated as of December 16, 2021 among MOGO FINANCE TECHNOLOGY INC. as Borrower Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc. and Mogo Financial (Ontario) Inc. as Originating Subsidiaries Carta...Sixth Amendment Agreement • March 23rd, 2022 • Mogo Inc. • Finance services • Ontario
This SIXTH AMENDMENT AGREEMENT (this “Amendment”), dated as of December 16, 2021, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”, and collectively with MOGO Financial, MOGO B.C. and MOGO Alberta, the “Originating Subsidiaries”), CARTA SOLUTIONS HOLDINGS CORPORATION (“Carta”), MOGO INC. (“Parent”) and DB FSLF 50 LLC (“DB FSLF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors.
FIFTH AMENDMENT AGREEMENT dated as of December 11, 2017 among COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of MOGO FINANCE TRUST as Borrower and FORTRESS CREDIT CO LLC as Administrative Agent, Collateral Agent and Sole Lead...Credit Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • Ontario
This FIFTH AMENDMENT AGREEMENT (this “Amendment”), dated as of December 11, 2017, is entered into by and among COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of MOGO FINANCE TRUST (in such capacity, the “Borrower”), FORTRESS CREDIT CO LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as Sole Lead Arranger (in such capacity, the “Arranger”), and DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP, as Lender.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • British Columbia
Based upon and subject to the terms and conditions set out in this Agreement (as defined herein) Cormark Securities Inc. (“Cormark”), Canaccord Genuity Corp. (“Canaccord” and together with Cormark, the “Lead Underwriters”), as co-lead underwriters, together with BMO Nesbitt Burns Inc., Eight Capital and Mackie Research Capital Corporation (collectively with the Lead Underwriters, the “Underwriters” and, individually, an “Underwriter”) hereby offer to purchase, on a “bought deal” basis, severally and not jointly in their respective proportions set out in Section 18 of this Agreement (as defined herein), from Mogo Finance Technology Inc. (the “Company”), and the Company hereby agrees to sell to the Underwriters on the Closing Date (as defined herein), 3,750,000 common shares of the Company (the “Offered Shares”), at a price of $7.00 per Offered Share (the “Offering Price”), for aggregate gross proceeds to the Corporation of $26,250,000 (the “Offering”).
AT THE MARKET OFFERING AGREEMENT December 31, 2020Market Offering Agreement • January 4th, 2021 • Mogo Inc. • Finance services • New York
Mogo Inc., a British Columbia company (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Lead Manager”) as well as Raymond James Ltd. and Eight Capital (collectively, the “Co-Agents” and, collectively with the Lead Manager, the “Managers” and, each, a “Manager”), as follows:
ASSET PURCHASE AGREEMENT BETWEEN MOGO FINANCIAL INC. AND MOGO FINANCE TECHNOLOGY INC. as Sellers, AND EASYFINANCIAL SERVICES INC., as Purchaser, DATED AS OF FEBRUARY 28, 2020Asset Purchase Agreement • March 31st, 2020 • Mogo Inc. • Finance services • Ontario
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2020 (the “Closing Date”) by and between Mogo Financial Inc., a Manitoba corporation (“MFI”), Mogo Finance Technology Inc., a British Columbia corporation (“MFTI” and, together with MFI, the “Sellers” and each a “Seller”) and easyfinancial Services, Inc., an Ontario corporation (“Purchaser”). Sellers and Purchaser are collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDING AGREEMENTAmending Agreement • May 16th, 2019 • Mogo Finance Technology Inc. • Finance services • Ontario
This Amending Agreement (this “Amending Agreement”) dated May 13, 2019, by and between Difference Capital Financial Inc. (“Difference”) and Mogo Finance Technology Inc. (“Mogo”).
MOGO INC. and CARTA SOLUTIONS HOLDING CORP. ARRANGEMENT AGREEMENT November 17, 2020Limited Partnership Agreement • December 1st, 2020 • Mogo Inc. • Finance services • British Columbia
FIRST AMENDMENT AGREEMENT dated as of December 31, 2019 among MOGO FINANCE TECHNOLOGY INC. as Borrower Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc. and Mogo Financial (Ontario) Inc. as Originating Subsidiaries Mogo...First Amendment Agreement • January 10th, 2020 • Mogo Inc. • Finance services • Ontario
This FIRST AMENDMENT AGREEMENT (this “Amendment”), dated as of December 31, 2019, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”, and collectively with MOGO Financial, MOGO B.C. and MOGO Alberta, the “Originating Subsidiaries”), MOGO INC. (“Parent”) and DB FSLF 50 LLC (“DB FSLF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors.
SEVENTH AMENDMENT AGREEMENT AND WAIVER dated as of January 10, 2022 among MOGO FINANCE TECHNOLOGY INC. as Borrower Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc. and Mogo Financial (Ontario) Inc. as Originating...Seventh Amendment Agreement and Waiver • March 23rd, 2023 • Mogo Inc. • Finance services
This SEVENTH AMENDMENT AGREEMENT (this “Amendment and Waiver”), dated as of January 10, 2022, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”, and collectively with MOGO Financial, MOGO B.C. and MOGO Alberta, the “Originating Subsidiaries”), CARTA SOLUTIONS HOLDINGS CORPORATION (“Carta”), MOGO INC. (“Parent”) and DB FSLF 50 LLC (“DB FSLF”), as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors.
DIFFERENCE CAPITAL FINANCIAL INC. and MOGO FINANCE TECHNOLOGY INC. ARRANGEMENT AGREEMENT April 14, 2019Arrangement Agreement • April 18th, 2019 • Mogo Finance Technology Inc. • Finance services • Ontario
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 21st, 2021 • Mogo Inc. • Finance services • British Columbia
THIS AGREEMENT is entered into as of April 16, 2021, between Mogo Inc., a company existing under the laws of the Province of British Columbia (the “Company”) and Coinsquare Ltd., a corporation existing under the laws of Canada (the “Investor”).
AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTEE AGREEMENT dated as of July 16, 2019 among MOGO FINANCE TECHNOLOGY INC. as Borrower MOGO FINANCIAL INC., MOGO FINANCIAL (B.C.) INC., MOGO FINANCIAL (ALBERTA) INC. AND MOGO FINANCIAL (ONTARIO) INC. as...Revolving Credit and Guarantee Agreement • July 19th, 2019 • Mogo Inc. • Finance services • Ontario
Page Section 1. DEFINITIONS AND INTERPRETATION 1 1.1. Definitions. 2 1.2. Accounting Terms. 26 1.3. Interpretation, etc. 26 Section 2. LOANS 27 2.1. Loans. 27 2.2. Pro Rata Shares. 28 2.3. Use of Proceeds. 28 2.4. Register. 28 2.5. Interest on Loans. 29 2.6. Default Interest. 30 2.7. Fees. 30 2.8. Call Protection. 30 2.9. Mandatory Prepayments. 31 2.10. Loan Account and Collection Accounts. 31 2.11. Application of Collections. 32 2.12. Payments During an Event of Default. 32 2.13. General Provisions Regarding Payments. 32 2.14. Ratable Sharing. 33 2.15. Making or Maintaining Loans. 34 2.16. Increased Costs; Capital Adequacy. 35 2.17. Taxes; Withholding, etc. 37 Section 3. CONDITIONS PRECEDENT 38 3.1. Closing Date Conditions Precedent. 38 3.2. Credit Date Conditions Precedent. 41 Section 4. REPRESENTATIONS AND WARRANTIES 42 4.1. Organization; Requisite Power and Authority; Qualification; Other Names. 42 4.2. Capital Stock and Ownership. 43 4.3. Due Authorization. 43 4.4. No Conflict. 43
MOGO INC. and MOKA FINANCIAL TECHNOLOGIES INC. and ALL OF THE SHAREHOLDERS OF MOKA FINANCIAL TECHNOLOGIES INC., AS LISTED IN APPENDIX A HERETO SHARE EXCHANGE AGREEMENT May 4, 2021Share Exchange Agreement • May 11th, 2021 • Mogo Inc. • Finance services • British Columbia
THIS AGREEMENT is made effective as of May 4, 2021, among MOGO INC., a corporation existing under the laws of the Province of British Columbia with its head office at 2100-401 West Georgia Street, Vancouver, British Columbia, V6B 5A1 (“Mogo”), MOKA FINANCIAL TECHNOLOGIES INC., a corporation existing under the federal laws of Canada with its head office at PH5-642 rue De Courcelle, Montréal, Québec H4C 3C5 (“Moka”) and ALL OF THE SHAREHOLDERS OF MOKA, AS LISTED IN APPENDIX A HERETO (collectively, the “Vendors”).
Mogo Inc. as Investor and Coinsquare Ltd. as Corporation and certain of the shareholders of Coinsquare Ltd. listed in Schedule 2.2 collectively, as VendorsInvestment Agreement • February 18th, 2021 • Mogo Inc. • Finance services • British Columbia
Investment Agreement dated February 10, 2021 between Coinsquare Ltd., a corporation incorporated under the Canada Business Corporations Act, (the “Corporation”), the sellers listed in Schedule 2.2 (each a “Vendor”, collectively, the “Vendors”) and Mogo Inc. (the “Investor”).
MOGO INC. and COMPUTERSHARE TRUST COMPANY OF CANADA SECOND SUPPLEMENTAL CONVERTIBLE DEBENTURE INDENTURE Dated May 27, 2020Subordination Agreement • May 28th, 2020 • Mogo Inc. • Finance services • British Columbia
SECOND AMENDED AND RESTATED MARKETING COLLABORATION AGREEMENTCollaboration Agreement • February 20th, 2020 • Mogo Inc. • Finance services • Ontario
a corporation duly incorporated pursuant to the laws of Canada, having its principal office at 365 Bloor Street East, 12th Floor, Toronto, ON M4W 3L4 (“
AMENDING AGREEMENTAmending Agreement • April 1st, 2021 • Mogo Inc. • Finance services • British Columbia
This amending agreement (this "Amending Agreement") dated March 31, 2021 between Coinsquare Ltd. (the "Corporation"), Mogo Inc. (the "Investor"), and the sellers listed in Schedule 2.2 of the Investment Agreement (as defined below) (collectively, the "Parties").
AMENDED AND RESTATED MARKETING COLLABORATION AGREEMENTMarketing Collaboration Agreement • May 15th, 2018 • Mogo Finance Technology Inc. • Finance services • Ontario
POSTMEDIA NETWORK INC. a corporation duly incorporated pursuant to the laws of Canada, having its principal office at 365 Bloor Street East, 12th Floor, Toronto, ON M4W 3L4 (“Postmedia”)
TWELFTH AMENDMENT AGREEMENT dated as of June 6, 2017 among MOGO FINANCE TECHNOLOGY INC. as Borrower Mogo Financial Inc., Mogo Financial (B.C.) Inc., Mogo Financial (Alberta) Inc. and Mogo Financial (Ontario) Inc. as Originating Subsidiaries FORTRESS...Twelfth Amendment Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • Ontario
This TWELFTH AMENDMENT AGREEMENT (this “Amendment”), dated as of June 6, 2017, is entered into by and among MOGO FINANCE TECHNOLOGY INC. (the “Borrower”), MOGO FINANCIAL INC. (“MOGO Financial”), MOGO FINANCIAL (B.C.) INC. (“MOGO B.C.”), MOGO FINANCIAL (ALBERTA) INC. (“MOGO Alberta”) and MOGO FINANCIAL (ONTARIO) INC. (“MOGO Ontario”, and collectively with MOGO Financial, MOGO B.C. and MOGO Alberta, the “Originating Subsidiaries”), FORTRESS CREDIT CO LLC, as a Lender, Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors (as hereafter defined).
SECOND AMENDMENT AGREEMENT dated as of December 13, 2016 among COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of MOGO FINANCE TRUST as Borrower FORTRESS CREDIT CO LLC as Administrative Agent, Collateral Agent, Sole Lead Arranger and...Second Amendment Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • Ontario
This SECOND AMENDMENT AGREEMENT (this “Amendment”), dated as of December 13, 2016, is entered into by and among COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of MOGO FINANCE TRUST (in such capacity, the “Borrower”), FORTRESS CREDIT CO LLC, as a Lender, Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such capacity, the “Collateral Agent”), and as sole Lead Arranger (in such capacity, the “Arranger”) and the Additional Indemnitors (as hereafter defined).
