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 • 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.
AMENDING AGREEMENTAmending Agreement • September 22nd, 2021 • mCloud Technologies Corp. • Services-prepackaged software
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”.
