SUBORDINATION AGREEMENTSubordination Agreement • March 2nd, 2018 • Mogo Finance Technology Inc.
THIS SUBORDINATION AGREEMENT is made as of the 6th day of June, 2017 between FORTRESS CREDIT CO LLC, as agent for and on behalf of itself and each of the other Lenders (as defined below) (together with its successors and assigns, the “Agent”), COMPUTERSHARE TRUST COMPANY OF CANADA, as trustee for and on behalf of the Holders (as defined below) (together with its successors and assigns, the “Trustee”), and MOGO FINANCE TECHNOLOGY INC. (together with its successors and assigns, the “Borrower”);
CONVERTIBLE DEBENTURE INDENTURE DATED AS OF THE 6TH DAY OF JUNE, 2017 BETWEEN MOGO FINANCE TECHNOLOGY INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURESSubordination Agreement • March 2nd, 2018 • Mogo Finance Technology Inc. • British Columbia
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
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”).
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).
