INVESTMENT AGREEMENT

February 10, 2021

ARTICLE 1

INTERPRETATION

Section 1.1

Defined Terms

1

Section 1.2

References and Usage

10

Section 1.3

Headings, etc.

11

Section 1.4

Knowledge

11

Section 1.5

Schedules and Disclosure Letter

11

ARTICLE 2

SUBSCRIPTION, ACQUISITION, WARRANT ISSUANCE AND PURCHASE PRICES

Section 2.1

Subscription for Subscribed Shares and Warrant

11

Section 2.2

Purchase and Sale of the Purchased Shares

11

Section 2.3

Date, Time and Place of the Initial Closing

12

Section 2.4

Subscription Price for Subscribed Shares and Warrant

12

Section 2.5

Payment of the Subscription Price

12

Section 2.6

Purchase Price for Purchased Shares

12

Section 2.7

Payment of the Purchase Price

13

Section 2.8

Mogo Share Valuation and Free-Trading Characteristics

13

Section 2.9

Registration of Coinsquare Securities

13

Section 2.10

Additional Rules of the Acquisition and Subscription

13

ARTICLE 3

CALL OPTION / PUT RIGHT

Section 3.1

Call Option

13

Section 3.2

Put Right

14

Section 3.3

Payment of the Call Option Purchase Price or Put Purchase Price

15

Section 3.4

Failure to Pay Minimum Option/Put Cash Amount

16

Section 3.5

Mogo Share Valuation

16

Section 3.6

Put/Call Closing

16

Section 3.7

Restrictions on Exercise of the Call Option and Put Right

17

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND VENDORS

Section 4.1

Representations and Warranties Regarding the Corporation

17

Section 4.2

Representations and Warranties Regarding the Vendors

32

Section 4.3

Representations and Warranties of the Founding Vendors

33

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

Section 5.1

Representations and Warranties of the Investor

34

ARTICLE 6

PRE-CLOSING COVENANTS OF THE PARTIES

Section 6.1

Conduct of Business Prior to the Initial Closing

36

Section 6.2

Access by Investor

37

Section 6.3

Actions to Satisfy Closing Conditions

37

Section 6.4

Notices and Requests for Consents

37

Section 6.5

Filings and Authorizations

38

Section 6.6

Notice of Untrue Representation or Warranty

38

Section 6.7

Exclusive Dealing

38

ARTICLE 7

CONDITIONS OF INITIAL CLOSING

Section 7.1

Conditions for the Benefit of the Investor

38

Section 7.2

Conditions for the Benefit of the Corporation and the Vendors

41

ARTICLE 8

CONDITIONS OF PUT/CALL CLOSING

Section 8.1

Conditions for the Benefit of the Investor

42

Section 8.2

Conditions for the Benefit of the Corporation and the Vendors

44

ARTICLE 9

TERMINATION

Section 9.1

Term.

45

Section 9.2

Termination Rights Prior to Initial Closing

45

Section 9.3

Termination After Initial Closing.

46

Section 9.4

Effect of Termination

46

ARTICLE 10

INDEMNIFICATION

Section 10.1

Survival

46

Section 10.2

Indemnification in Favour of the Investor

46

Section 10.3

Indemnification in Favour of the Corporation and Vendors

48

Section 10.4

Limitations on Indemnification

48

Section 10.5

Exclusions to Limitations to Liability

49

Section 10.6

Notification of and Procedure for Claims

49

Section 10.7

Payment in Mogo Shares

50

Section 10.8

Adjustment to Purchase Price

51

ARTICLE 11

POST-CLOSING COVENANTS

Section 11.1

Board Matters

51

Section 11.2

Confidentiality

52

Section 11.3

Publicity Materials

52

Section 11.4

Exclusive Cryptocurrency Provider

52

Section 11.5

Cryptocurrency Lending Business

52

Section 11.6

Escrow of Mogo Shares

53

Section 11.7

Audit of Financial Statements

53

Section 11.8

Notice of Registration Approval

53

Section 11.9

Systems and Policies

53

ARTICLE 12

MISCELLANEOUS

Section 12.1

Notices

53

Section 12.2

Time of the Essence

54

Section 12.3

Announcements

54

Section 12.4

Power of Attorney

54

Section 12.5

Third Party Beneficiaries

55

Section 12.6

Expenses

55

Section 12.7

Amendments

55

Section 12.8

Waiver

55

Section 12.9

Entire Agreement

55

Section 12.10

Further Assurances

56

Section 12.11

Successors and Assigns

56

Section 12.12

Severability

56

Section 12.13

Governing Law

56

Section 12.14

Counterparts

56

A.

B.

C.

D.

(a)

reference to a gender includes all genders;

(b)

the singular includes the plural and vice versa;

(c)

“or” is used in the inclusive sense of “and/or”;

(d)

“any” means “any and all”;

(e)

the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”;

(f)

the phrase “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;

(g)

$ or dollars refers to the Canadian currency unless otherwise specifically indicated;

(h)

accounting terms not specifically defined in this Agreement are to be interpreted in accordance with IFRS;

(i)

a statute includes all rules and regulations made under it, if and as amended, re-enacted or replaced from time to time;

(j)

a Person includes its heirs, administrators, executors, legal representatives, predecessors, successors and permitted assigns;

(k)

the term “notice” refers to oral or written notices except as otherwise specified;

(l)

the term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and all schedules to it, except as otherwise provided in this Agreement; and

(m)

whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be required to be made or such action will be required to be taken on or not later than the next succeeding Business Day and in the computation of periods of time, unless otherwise stated, the word “from” means “from and excluding” and the words “to” and “until” each mean “to and including”.

(1)

(2)

(1)

(2)

(1)

(2)

(1)

the cash portion of the aggregate Purchase Price shall be paid by wire transfer of immediately available funds to legal counsel for the Vendors; and

(2)

the Mogo Shares to be issued satisfaction of any portion of the Purchase Price will be issued to the Vendors by way of: (a) (i) a book entry only position or other electronic deposit on the records of the Investor’s transfer agent, together with delivery of ownership statements to the Vendors; or (ii) the deposit of a certificate evidencing the Mogo Shares to The Canadian Depository for Securities Limited as depository, for credit to the participant and brokerage accounts of Vendors, as directed by the Vendors; or (b) physical delivery of certificates representing the Mogo Shares registered in the names of the Vendors or in such other name as the Vendors shall notify the Investor in writing not less than two Business Days prior to the Initial Closing.

(1)

Subject to Section 3.1(3), for a period of twelve (12) months from the Initial Closing Date, the Investor shall have the option (the “Call Option”), at its sole discretion, to require the Vendors, on a proportional basis as set out in Schedule 2.2, to sell up to 3,223,690 Coinsquare Shares (the “Call Option Shares”) to the Investor for an amount equal to the Call Option Purchase Price.

(2)

(3)

(4)

(a)

subject to Section 3.4, $7.75 per Call Option Share; and

(b)

the price implied by the most recent bona fide equity financing of the Corporation for gross proceeds of at least $5,000,000 completed following the Initial Closing Date.

(5)

The Call Option shall expire upon the earlier of: (a) the date upon which the Investor has acquired from the Vendors and the Tag-Along Vendors upon the due exercise of the Put Right and the Tag-Along Put Right, respectively, in the aggregate, the number of Coinsquare Shares equal to the number of Call Option Shares as set out in Section 3.1(1); and (b) the date that is 12 months after the Initial Closing Date.

(1)

(2)

(a)

at any time after the six (6) month and before the twelve (12) month anniversary of the Initial Closing Date, provided that the Registration Approval has been received by the Corporation; or

(b)

at any time after the twelve (12) month anniversary and before the thirteen (13) month anniversary of the Initial Closing Date, irrespective of whether Registration Approval was received by the Corporation,

(3)

(4)

(5)

(6)

(7)

(1)

(2)

(3)

(a)

the cash portion of the Put/Call Consideration shall be paid by wire transfer of immediately available funds to the trust account of the Vendors’ legal counsel; and

(b)

the Mogo Shares to be issued satisfaction of any portion of the Put/Call Consideration will be issued to the Vendors by way of: (i) (A) a book entry only position or other electronic deposit on the records of the Investor’s transfer agent, together with delivery of ownership statements to the Vendors; or (B) the deposit of a certificate evidencing the Mogo Shares to The Canadian Depository for Securities Limited as depository, for credit to the participant and brokerage accounts of Vendors, as directed by the Vendors; or (ii) physical delivery of certificates representing the Mogo Shares registered in the names of the Vendors or in such other name as the Vendors shall notify the Investor in writing not less than two Business Days prior to the Put/Call Closing.

(1)

(2)

(a)

Incorporation and Qualification. Each Coinsquare Corporation is a corporation incorporated and existing under the laws of its formation and has the corporate power to own and operate its property, carry on its business and enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. Each Coinsquare Corporation is qualified, licensed or registered to carry on business in each jurisdiction where the nature of the Assets or the Business makes such qualification necessary. The Coinsquare Corporations (other than the Corporation) are the only subsidiaries (as defined in the Canada Business Corporations Act) material to the operation of the Business.

(b)

Corporate Authorization. The execution, delivery of and performance by the Corporation of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by it have been duly authorized by all necessary corporate action on the part of the Corporation.

(c)

No Conflict. Except for the filings, notifications and Authorizations described in Section 4.1(d) of the Disclosure Letter, the consents, approvals and waivers described in Section 4.1(e) of the Disclosure Letter or as disclosed in Section 4.1(d) of the Disclosure Letter, the performance and consummation of any transaction contemplated by the Agreement and each of the Ancillary Agreements by any Coinsquare Corporation:

(i)

do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of any Coinsquare Corporation’s Constating Documents;

(ii)

do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it or any Coinsquare Corporation is a party or pursuant to which any Coinsquare Corporation’s assets or property may be affected;

(iii)

do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by any Coinsquare Corporation or the operation of the Business; and

(iv)

do not and will not result in the violation of any Law.

(d)

Required Authorizations. Except as disclosed in Section 4.1(d) of the Disclosure Letter, no filing, registration, or membership with, submission or notice to, or Authorization of, any Governmental Entity is required on the part of any Coinsquare Corporation as a condition to the lawful completion of the transactions contemplated by this Agreement where the failure to make the filing, give the notice or obtain the Authorization would not reasonably be expected to be material.

(e)

Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Contract to which any Coinsquare Corporation is a party to any of the transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 4.1(e) of the Disclosure Letter.

(f)

(g)

Authorized and Issued Capital. Section 4.1(g) of the Disclosure Letter sets out (i) the authorized share and debt capital, and (ii) the issued and outstanding share and debt capital of the Corporation as of the date hereof (on a fully diluted basis) and all options, warrants, conversion rights or other rights granted by the Corporation for the subscription, purchase or issuance of any unissued shares or securities of the Corporation, as of the date of this Agreement, all of which (and no more) have been duly issued and are outstanding as fully paid and non-assessable, and (iii) at the Initial Closing Date, the securities set out in Section 4.1(g) of the Disclosure Letter (and no more) will be duly issued and will be outstanding (on a fully diluted basis) as fully paid and non-assessable and have been issued in compliance with all applicable Laws. There is no published market for the Coinsquare Shares. All of the issued and outstanding shares of each Coinsquare Corporation is owned by one or more of the Coinsquare Corporations, as the registered and beneficial owner with a good title, free and clear of all Liens, other than those restrictions on transfer, if any, contained in the constating documents of such Coinsquare Corporation.

(h)

(i)

(j)

(k)

(i)

Upon receipt of the Subscription Price by the Corporation at the Initial Closing, the Subscribed Shares will be duly and validly created, authorized, allotted and issued as fully paid and non-assessable, in compliance with all applicable securities Laws and the Investor will be the registered holder of and will hold legal title to the Subscribed Shares, free and clear of all Liens whatsoever, other than the restrictions imposed by the New Shareholders Agreement, the Constating Documents or applicable securities Laws; and

(ii)

After giving effect to the issue of the Subscribed Shares at the Initial Closing, the Subscribed Shares will represent 10% of the issued and outstanding equity interests of the Corporation on a Partially-Diluted Basis, and the Purchased Shares will represent 9.99% of the issued and outstanding equity interests of the Corporation on a Partially-Diluted Basis.

(l)

Issuance of the Warrant Shares. At the Initial Closing, Corporation will have reserved for issuance the Coinsquare Shares (the “Warrant Shares”) that are issuable upon due exercise of the Warrant. Upon due exercise of the Warrant in accordance with its terms, including full payment for the Warrant Shares, the Warrant Shares will be validly issued as fully paid and non-assessable common shares in the capital of the Corporation, free and clear of all Liens whatsoever, other than the restrictions imposed by the New Shareholders Agreement, Constating Documents or applicable securities Laws.

(m)

Shareholders Agreements. At the Initial Closing Date, there will be no shareholders’ agreements or other agreements governing the voting, holding, transfer or sale of shares of the Corporation or any subsidiary or the management of the affairs of the Corporation or any subsidiary, other than the New Shareholders Agreement or [commercially sensitive information redacted].

(n)

Shareholders Rights. At the Initial Closing Date, the Investors will acquire all rights as a shareholder of the Corporation, including, without limitation, the right to attend shareholders meetings, to exercise the voting rights attached to the Subscribed Shares and Purchased Shares acquired in connection with the Initial Closing, and to receive dividends (as if and when declared) in each case, on the terms and conditions set out in the special rights and restrictions attaching to the Coinsquare Shares.

(o)

No Material Adverse Change. Since the date of the Interim Financial Statements, there has not been any Material Adverse Change of any Coinsquare Corporation and no event has occurred or circumstance exists which would reasonably be expected to result in such a Material Adverse Change. Since the date of the Interim Financial Statements, the Coinsquare Corporations have conducted the Business, and any past business, in the Ordinary Course.

(p)

(q)

Authorizations. One or more of the Coinsquare Corporations owns, holds, possesses or lawfully uses in the operation of the Business, all Authorizations which are necessary for it to conduct the Business or for the ownership and use of the Assets in compliance with all applicable Laws. Each Authorization is valid, subsisting and in good standing, no Coinsquare Corporation is in default or breach of any Authorization and, no proceeding is pending or, to the knowledge of the Corporation, threatened to revoke or limit any Authorization. All Authorizations are renewable by their terms or in the Ordinary Course without the need for the Coinsquare Corporation holding such Authorizations to comply with any special rules or procedures, agree to any materially different terms or conditions or pay any amounts other than routine filing fees.

(r)

(s)

(i)

Section 4.1(s)(i) of the Disclosure Letter sets out, in a fair, accurate and complete manner, to the knowledge of the Corporation, the trading volumes for the trailing twelve months and the total amount of all cryptocurrency under management on the Corporation’s platform as at February 9, 2021 on an unaudited basis, subject to normal audit adjustments.

(ii)

(iii)

(iv)

(v)

(vi)

(t)

(u)

(v)

(w)

(x)

(i)

any continuing Contract involving the performance of services, delivery of goods or materials, or payments to or by one or more Coinsquare Corporations where the purchase or sale price or agreed value or fair market value of such goods or materials, or services commitment exceeds [commercially sensitive information redacted] annually or [commercially sensitive information redacted] over the remaining term of such Contract;

(ii)

any Contract material to the Business that expires or may be renewed at the option of any Person other than the applicable Coinsquare Corporation so as to expire more than one year after the date of this Agreement;

(iii)

any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with IFRS, in excess of [commercially sensitive information redacted];

(iv)

any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person, in excess of [commercially sensitive information redacted];

(v)

any Contract in respect of the Intellectual Property or Software owned by, licensed to or used by any Coinsquare Corporation that generated revenue or required expenditures exceeding [commercially sensitive information redacted] during the fiscal year ended December 31, 2020;

(vi)

any Contracts for capital expenditures in excess of [commercially sensitive information redacted] in the aggregate;

(vii)

any confidentiality, secrecy, non-disclosure or exclusivity Contract or any Contract limiting in any material respect the freedom of any Coinsquare Corporation to engage in any line of business, set the material terms of its Contracts, compete with any other Person, or solicit any Persons for any purpose;

(viii)

any material lease by a Coinsquare Corporation of machinery, equipment, motor vehicles, office furniture, fixtures or other personal property;

(ix)

any material distributor, sales, advertising, agency or manufacturer’s representative Contract;

(x)

any Contract made out of the Ordinary Course including any Contract for the purchase of real property;

(xi)

any Contract with any Person with whom any Coinsquare Corporation does not deal at arm’s length within the meaning of the Tax Act; or

(xii)

any Contract that is material to the Business.

(y)

No Breach of Material Contracts.

(i)

To the knowledge of the Corporation, there are no circumstances that are reasonably likely to adversely affect the ability of any Coinsquare Corporation to perform its material obligations under any Material Contract.

(ii)

Except as would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Change, no Coinsquare Corporation is alleged to be in default of any Material Contract to which it is a party.

(iii)

Each of the Material Contracts is in full force and effect, unamended, and to the knowledge of the Corporation, there exists no default or event of default or event, occurrence, condition or act (including the transactions contemplated herein) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default of any Coinsquare Corporation or its counterparty under any Material Contract.

(iv)

True, correct and complete copies of all Material Contracts have been made available to the Investor in the Data Room.

(v)

All Contracts with non-arm’s length Persons, if any, do not contain any material non-market terms.

(z)

Accounts Receivable. All accounts receivables of the Coinsquare Corporations are bona fide and are subject to an allowance for doubtful accounts that has been reflected on the Books and Records of the Coinsquare Corporations in accordance with IFRS.

(aa)

Intellectual Property.

(i)

(ii)

To the knowledge of the Corporation (A) no Coinsquare Corporation is infringing upon, misappropriating or otherwise violating any copyrights or trade secrets of any Person, (B) no Coinsquare Corporation is infringing upon, misappropriating or otherwise violating any Intellectual Property (other than copyrights and trade secrets) of any Person, (C) no Coinsquare Corporation has received from any Person in the past twelve months any written notice, charge, complaint, claim or other written assertion alleging any such infringement, misappropriation, or other violation by any Coinsquare Corporations of the Intellectual Property of any Person. To the knowledge of the Corporation, no Person is infringing, misappropriating, or otherwise violating the Intellectual Property of any Coinsquare Corporation in any manner.

(iii)

Each Coinsquare Corporation uses the Intellectual Property of third parties only pursuant to written license agreements (collectively, the “Third Party Licenses”) and no Coinsquare Corporation has exercised any rights, including without limitation any use, reproduction, distribution or derivative work rights, outside the scope of any Third Party Licenses.

(iv)

Each Coinsquare Corporation has taken commercially reasonable actions to protect, preserve and maintain its material Intellectual Property and to maintain the confidentiality and secrecy of and restrict the improper use of confidential information, trade secrets and proprietary information under applicable Law including, such reasonable actions as requiring employees and consultants to enter into non-disclosure, intellectual property assignment agreements and waivers to any non-assignable rights (including moral rights), in each case to the extent that such employees or consultants have created, worked on or have developed any part of the Intellectual Property.

(v)

Except as set forth in Section 4.1(aa) of the Disclosure Letter, to the knowledge of the Corporation, there has been no unauthorized disclosure of any trade secrets or proprietary information of any Coinsquare Corporation.

(bb)

Software and Technology.

(i)

To the knowledge of the Corporation, except as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change, the computer and data processing systems, facilities and services used by any Coinsquare Corporation are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Coinsquare Corporation has been disclosed to a third party (“Self-Help Code or Unauthorized Code”).

(ii)

Except as set out in Section 4.1(bb) of the Disclosure Letter, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (A) requires the distribution of source code in connection with the distribution of such software in object code form; (B) materially limits any Coinsquare Corporation’s freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (C) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. At least one of the Coinsquare Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers’ notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein. To the knowledge of the Corporation, the Corporation Software does not contain any Self-Help Code or Unauthorized Code.

(iii)

Except as set forth in Section 4.1(bb) of the Disclosure Letter, no Coinsquare Corporation has disclosed Corporation Software source code to any other Person, except in connection with (A) a source code escrow agreement in which release of the Corporation Software source code is generally limited to the following contingencies: (1) a Coinsquare Corporation ceases to support the relevant software as required by the relevant license agreement, (2) a Coinsquare Corporation fails adequately to maintain service levels established in the relevant license agreement, or (3) a Coinsquare Corporation ceases to conduct the relevant business, becomes insolvent or enters into bankruptcy; or (B) a non-exclusive license of Corporation Software source code to clients. Such disclosures of source code have only been made pursuant to written confidentiality terms that reasonably protect the applicable Coinsquare Corporation’s rights in the Corporation Software.

(iv)

(v)

(cc)

Books and Records. All accounting and financial Books and Records of the Coinsquare Corporations have been fully, properly and accurately kept and completed in all material respects. Such Books and Records and other data and information are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which will not be available in the Ordinary Course.

(dd)

Financial Statements. The Financial Statements and the Interim Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with those of previous fiscal years, subject to the exceptions set forth in Section 4.1(dd) of the Disclosure Letter), and each:

(i)

(ii)

(iii)

provided that the management prepared consolidated financial statements of the Coinsquare Corporations for the fiscal years ending 2018, 2019 and 2020, consisting of a balance sheet and the accompanying statements of income, and the Interim Financial Statements:

(iv)

do not contain statements of changes in equity, statements of cash flows and notes to the financial statements required under IFRS; and 

(v)

are subject to normal audit adjustments, which individually or in the aggregate would not be material to any buyer contemplating the Transactions.

True, correct and complete copies of the Financial Statements and the Interim Financial Statements have been provided to the Investor in the Data Room. There has been no material change in the stated accounting policies or practices of the Coinsquare Corporations since the date of the audited consolidated financial statements of the Corporation for the fiscal year ending December 31, 2017, except as required by IFRS.

(ee)

Internal Controls. Except as set forth in Section 4.1(ee) of the Disclosure Letter, the Coinsquare Corporations maintain a system of internal accounting controls and procedures that are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and applicable Laws. Within the three financial years prior to the date of the Interim Financial Statements, none of the Coinsquare Corporations (including their personnel and independent accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by any of the Coinsquare Corporations) has identified or been made aware of (x) any fraud, whether or not material, that involves current management of the Coinsquare Corporations or any personnel involved in financial reporting or (y) any written claim or allegation regarding any of the foregoing.

(ff)

Estimates, Assumptions and Judgments. The Disclosure Letter sets out the critical estimates, assumptions and judgments made by management of the Corporation that affect the reported amount of the Coinsquare Corporations’ assets and liabilities, the disclosure of contingent assets and liabilities and the reported amount of revenues and expenses during the period covered by the Financial Statements.

(gg)

No Liabilities. No Coinsquare Corporation has any material liability or obligation of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) other than (i) liabilities or obligations to the extent shown in the Interim Financial Statements; (ii) current liabilities incurred in the Ordinary Course of Business since the date of the Interim Financial Statements; and (iii) as disclosed in Section 4.1(gg) of the Disclosure Letter.

(hh)

Hedging and Pricing Strategies. The Corporation has adequate and prudent hedging and pricing strategies in place and has not experienced material losses related to volatility in the pricing of the cryptocurrencies traded on the Corporation’s platform.

(ii)

Related Party Transactions. Except as disclosed in Section 4.1(ii) of the Disclosure Letter, no shareholder nor any officer, director, manager, equityholder, employee or affiliate of the Coinsquare Corporations or any shareholder, or any family member of any of the foregoing, (i) owes any amount to the Coinsquare Corporations, and the Coinsquare Corporations do not owe any amount to, and it has not committed to make any material loan or extend or guarantee credit to or for the benefit of, any such Person, (ii) has directly or indirectly purchased, acquired or leased any property, rights or services from, or sold, transferred or leased any property, rights or services to the Coinsquare Corporations, (iii) directly or indirectly entered into or been subject to any Contract or other transaction with the Coinsquare Corporations or (iv) directly or indirectly received any financial or other benefits from the Coinsquare Corporation other than the payment of compensation for services rendered in the Ordinary Course.

(jj)

Environmental Matters.

(i)

(ii)

(iii)

(iv)

(kk)

Employees.

(i)

(ii)

(iii)

(iv)

(v)

Current and complete copies of all Employment Contracts with material employees of the Coinsquare Corporations have been made available or described to the Investor in the Data Room.

(vi)

There are no severance, compensation, change of control, employment, retention or other Contracts or benefit plans with current or former employees providing for cash or other compensation, benefits or acceleration of benefits upon the consummation of, or relating to, the transactions contemplated by this Agreement.

(vii)

The Data Room contains a correct and complete list of each independent contractor or consultant engaged by any Coinsquare Corporation including their names, consulting fees, any other forms of compensation or benefits, and whether they are subject to a written Contract. No Coinsquare Corporation has received any notice from any Governmental Entity disputing the classification of any independent contractor as such.

(viii)

There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and no Coinsquare Corporation has been reassessed in any material respect under such legislation during the past five (5) years and, to the knowledge of the Corporation, no audit of any Coinsquare Corporation is currently being performed pursuant to any applicable workplace safety and insurance legislation.

(ll)

(i)

(ii)

(iii)

(mm)

Insurance. Section 4.1(mm) of the Disclosure Letter contains a correct and complete list of insurance policies to which any Coinsquare Corporation is a party, an insured or a beneficiary or under which any Coinsquare Corporation or any officer or director of a Coinsquare Corporation is covered, setting out, in respect of each policy, the type of policy, the name of insurer, the coverage allowance, the expiration date, the annual premium and any pending claims. No Coinsquare Corporation is in default with respect to any of the provisions contained in the insurance policies and no Coinsquare Corporation has failed to give any notice or to present any claim under any insurance policy in a due and timely fashion or has provided any information to any insurer in connection with any application for insurance that could result in the cancellation of any insurance policy for the benefit of such Coinsquare Corporation or a denial of coverage for a risk otherwise covered by any such insurance policy or bond. To the knowledge of the Corporation, there are no circumstances in respect of which any Person could make a claim under any insurance policy. No Coinsquare Corporation has received any refusal of insurance coverage or any notice that a defense will be afforded with reservation of rights. Since the date of the Interim Financial Statements, there has not been any material adverse change in the relationship of any Coinsquare Corporation with its insurers, the availability of coverage, or in the premiums payable pursuant to the policies.

(nn)

(oo)

(pp)

(i)

(ii)

(qq)

No Market Conduct Claim. Except as referred to in the settlement agreement between the Corporation, Coinsquare Capital Markets Ltd., and the OSC dated July 16, 2020, no Coinsquare Corporation has received, or been subject to, a Market Conduct Claim.

(rr)

Securities Registrations of Coinsquare Corporations.

(i)

Other than review being conducted by certain Securities Authorities in connection with the application by Coinsquare Capital Markets Ltd. for the Registration Approval, to the knowledge of the Corporation, there is no regulatory review or field audit by any Securities Authority proceeding or pending in respect of any Coinsquare Corporation, and to the knowledge of the Corporation there are no ongoing investigations currently being undertaken by any Securities Authority against any Coinsquare Corporation.

(ii)

Each Coinsquare Corporation which is required to be registered as a dealer or adviser with one or more Securities Authorities is so registered or has applied to such registration with such registration being pending, and such registration or application, has not been cancelled or revoked, and is not subject to any terms, conditions or undertakings other than as publicly disclosed with the relevant Securities Authorities as at the date of this Agreement.

(iii)

No Coinsquare Corporation is, to the knowledge of the Corporation, under investigation by a Securities Authority or other Governmental Entity.

(iv)

No Coinsquare Corporation is a “reporting issuer” or its equivalent under the securities legislation of any Canadian jurisdiction.

(ss)

Taxes.

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(tt)

Privacy.

(i)

(ii)

(uu)

(vv)

(ww)

(a)

Incorporation and Qualification. In the case of a Vendor that is not an individual, such Vendor is incorporated and existing under the laws of the jurisdiction of its organization and has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b)

Corporate Authorization. In the case of a Vendor that is not an individual, the execution, delivery of and performance by such Vendor of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by it have been duly authorized by all necessary corporate action on the part of such Vendor.

(c)

No Conflict. The execution, delivery and performance by such Vendor of this Agreement and the consummation of the Transactions contemplated by this Agreement and each of the Ancillary Agreements to which it is a party:

(i)

do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of such Vendor’s constating documents;

(ii)

subject to compliance with the Existing Shareholders Agreement, do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts to which such Vendor is a party or pursuant to which any of its assets or property may be affected;

(iii)

do not and will not result in a breach of, or cause the termination or revocation of, any Authorization held by the Vendor in connection with the ownership of the Purchased Shares or the operation of the Business; and

(iv)

do not and will not result in the violation of any Law.

(d)

Required Consents. There is no requirement to obtain any consent, approval or waiver of a party under any Contract to which the Vendor is a party to any of the Transactions contemplated by this Agreement, except for the consents, approvals and waivers described in Section 4.2(d) of the Disclosure Letter.

(e)

(f)

(g)

(h)

(i)

(j)

(a)

Incorporation and Corporate Power. The Investor is an entity that is duly formed and validly existing under the laws of the jurisdiction of its organization and its principal place of business is in British Columbia. The Investor has the corporate power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.

(b)

Corporate Authorization. The execution and delivery of and performance by the Investor of this Agreement and each of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated by them have been duly authorized by all necessary corporate action on the part of the Investor.

(c)

No Conflict. Except for the consents and authorizations set out in Schedule 5.1(c) to this Agreement, the execution and delivery of and performance by the Investor of this Agreement and each of the Ancillary Agreements to which it is a party:

(i)

do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of, or conflict with, or allow any other Person to exercise any rights under, any of the terms or provisions of its constating documents or by-laws;

(ii)

do not and will not (or would not with the giving of notice, the lapse of time or the happening or any other event or condition) constitute or result in a breach or violation of, or conflict with or allow any other Person to exercise any rights under, any of the terms or provisions of any Contracts or instruments to which it is a party; and

(iii)

do not and will not result in the violation of any Law.

(d)

Execution and Binding Obligation. This Agreement and each of the Ancillary Agreements to which the Investor is a party have been duly executed and delivered by the Investor and constitute legal, valid and binding agreements of the Investor, enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar laws of general application affecting creditors’ rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(e)

Issuance of the Mogo Shares. At the Initial Closing Date and/or the Put/Call Closing Date, as applicable, all necessary corporate action will have been taken by the Investor to validly issue the Mogo Shares, if any, as fully paid and non-assessable shares in the capital of the Investor and the Corporation or the Vendors, as applicable, will be the registered holder of and will hold legal title to such Mogo Shares, free and clear of all Liens whatsoever.

(f)

(g)

(h)

(i)

Full Disclosure. The Mogo Public Record does not (i) contain any untrue statement of a material fact or misleading statement; or (ii) omit to state a material fact necessary in order to make the statement contained therein, in light of the circumstances in which they were made, not misleading. There is no "material fact" or "material change" with respect to the Investor (as such terms are defined in applicable securities Laws) which have not been generally disclosed to the public. Each document filed as part of the Mogo Public Record complied in all material respects with applicable securities Laws at the time it was filed.

(j)

(k)

(l)

(m)

Accredited Investor. The Investor is acquiring the Subscribed Shares, Warrant, Purchased Shares, and Call Option Shares, as applicable, as principal for the Investor’s own account, and not for the benefit of any other Person. The Investor is acquiring the Subscribed Shares, Warrant, Purchased Shares, and Call Option Shares, as applicable, for investment only and not with a view to the resale or distribution of any of the Coinsquare Shares. At the Initial Closing Date and the Put/Call Closing Date, as applicable, the Investor will be an "accredited investor" within the meaning of applicable Canadian securities Laws by virtue of meeting definition (m) thereof.

(n)

(1)

During the Interim Period, the Corporation shall cause each Coinsquare Corporation to conduct the Business in the Ordinary Course and, without limiting the generality of the foregoing, each of the Corporation shall cause the Coinsquare Corporations to use commercially reasonable efforts to keep available the services of their employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with them and to not take any affirmative action or omit to take any reasonable action within its control, which would cause a breach, default or violation of any representations, warranties or covenants of the Corporation or any Vendor contained in this Agreement, subject to any exceptions expressly consented to by the Investor in writing.

(2)

Subject to Section 6.1(1), (i) the Corporation shall use its commercially reasonable efforts (A) to not cause or permit to exist a breach of any representations and warranties of the Corporation and the Vendors contained in this Agreement; and (B) to cause the Business to be conducted in such a manner that on the Initial Closing Date such representations and warranties will be true, correct and complete as if they were made on and as of such date and (ii) the Vendors shall use their commercially reasonable efforts to not cause or permit to exist a breach of any representations and warranties of the Vendors contained in this Agreement.

(3)

Promptly upon execution of this Agreement, and in accordance with the Existing Shareholder Agreement, the Corporation:

(a)

(b)

(4)

Each Vendor hereby irrevocably waives and covenants not to exercise its pre-emptive right under Article 5 of the Existing Shareholders Agreement, its right of first refusal under Section 8(1) of the Existing Shareholders Agreement or its tag-along right under Section 8(2) of the Existing Shareholders Agreement, to the fullest extent and as applicable, with respect to the Transactions contemplated by this Agreement.

(5)

The Corporation hereby irrevocably waives and covenants not to exercise its right of first refusal under Section 8(1) of the Existing Shareholders Agreement with respect to the Transactions contemplated by this Agreement.

(6)

Each of the Vendors hereby covenants and agrees to take all steps and to execute all documents and instruments necessary to amend the Existing Shareholders Agreement so as to approve and implement, as of the Initial Closing Date, the New Shareholders Agreement. The Corporation and each of the Vendors represents and warrants to the Investor that the Vendors, in the aggregate, represent as of the date of this Agreement, and will as of the Initial Closing Date, a sufficient threshold, [commercially sensitive information redacted] necessary to amend the Existing Shareholders Agreement.

(1)

(2)

(1)

The Corporation and the Vendors shall use commercially reasonable efforts to take or cause to be taken all such actions so as to ensure compliance with all of the conditions set forth in Section 7.1.

(2)

Subject to Section 6.5, the Investor shall use its commercially reasonable efforts to take or cause to be taken all such actions so as to ensure compliance with all of the conditions set forth in Section 7.2.

(1)

(2)

(1)

Each of the Parties, as promptly as practicable, after the execution of this Agreement, shall (i) make, or cause to be made, all filings and submissions under all Laws applicable to it, that are required for it to consummate the Transactions in accordance with the terms of this Agreement, (ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable to be obtained by it in order to consummate such Transactions, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement.

(2)

Each of the Parties shall make all filings and submissions that are required to obtain the OSC Approval and the TSX Approval, as applicable, and will use their commercially reasonable efforts to satisfy all requests for additional information received pursuant to those filings and submissions and any orders or requests made by such Governmental Entity.

(3)

The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 6.5 including providing each other with advance copies and reasonable opportunity to comment on and participate in all communication with and information supplied to any Governmental Entity, and all information and communication received from any Governmental Entity.

(a)

(i)

(ii)

(b)

(c)

Consents and Authorizations. All filings, notices, Authorizations, consents, approvals and waivers listed in Section 7.1(c) of the Disclosure Letter will have been obtained on terms acceptable to the Investor, acting reasonably. All Authorizations listed in Section 7.1(c) of the Disclosure Letter, including the OSC Approval and the TSX Approval will have each been obtained on terms (including undertakings) acceptable to the Investor in its sole discretion, acting reasonably. All such consents, approvals, waivers, filings, notifications and Authorizations will be in force and will not have been modified or rescinded.

(d)

(e)

(f)

(g)

(h)

(i)

share certificates representing the Subscribed Shares, free and clear of all Liens whatsoever, other than the resale restrictions imposed by the New Shareholders Agreement or the Constating Documents, together with evidence satisfactory to the Investor that the Investor or its nominee(s) have been entered upon the books of the Corporation as the holder of the Subscribed Shares;

(ii)

share certificates representing the Purchased Shares, free and clear of all Liens whatsoever, other than the resale restrictions imposed by the New Shareholders Agreement and the Constating Documents, held by the Vendors duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, together with evidence satisfactory to the Investor that the Investor or its nominee(s) have been entered upon the books of the Corporation as the holder of the Purchased Shares;

(iii)

the Warrant, duly executed by a senior officer of the Corporation substantially in the form of the Warrant attached as Schedule 2.1 to this Agreement;

(iv)

(v)

(vi)

(vii)

(i)

No Material Adverse Change. Since the date of the Corporation’s most recent Financial Statements, there shall not have occurred any Material Adverse Change.

(j)

Change in Law. Since the date hereof, no Law, proposed Law, any change in any Law, or the interpretation or enforcement of any Law will have been introduced, enacted or announced, that makes the consummation of any of the Transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the Transactions contemplated by this Agreement to prevent (i) the Investor from completing of the Transactions as contemplated in this Agreement or (ii) the Business operating after the Initial Closing on substantially the same basis as currently operated.

(k)

No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Investor), and there is no order or notice from any Governmental Entity, to (or seeks to) adversely affect, enjoin, restrict or prohibit, on a temporary or permanent basis any of the Transactions contemplated by this Agreement or imposing any terms or conditions on the Transactions contemplated by this Agreement, the Business on substantially the same basis as heretofore operated or the business of the Investor.

(a)

Truth of Representations and Warranties. The representations and warranties of the Investor contained in this Agreement were true and correct as of the date of this Agreement and are true and correct in all material respects as of the Initial Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, provided that in respect of the Initial Closing Date, to the extent any such representations and warranties containing any materiality qualification, such representations and warranties are accurate in all respects, and the Investor shall have executed and delivered a certificate of a senior officer to that effect. Upon delivery of such certificate, the representations and warranties of the Investor in Article 5 will be deemed to have been made on and as of the Initial Closing Date with the same force and effect as if made on and as of such date.

(b)

Performance of Covenants. The Investor shall have fulfilled or complied with all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the Initial Closing and the Investor shall have executed and delivered a certificate of a senior officer to that effect.

(c)

Qualification of Mogo Shares. The distribution of the Mogo Shares to the Corporation and the Vendors in connection with the Subscription and Acquisition, respectively, shall have been qualified pursuant to a prospectus filed by the Investor in the applicable jurisdictions, such that the Mogo Shares, if any, issued under the Subscription and Acquisition shall be issued as free-trading shares, subject only to the transfer restrictions contained in Section 11.6 of this Agreement.

(d)

Tag-Along.

(i)

The Investor, the Corporation, and the Tag-Along Vendors shall have entered into the Tag-Along Investment Agreement, which shall not have been terminated.

(ii)

The closing of the Tag-Along Acquisition shall have been completed in accordance with the terms of the Tag-Along Investment Agreement.

(e)

Deliveries. The Investor shall deliver or cause to be delivered to the Corporation and the Vendors the following in form and substance satisfactory to the Corporation and the Vendors, each acting reasonably:

(i)

certified copies of all resolutions of the board of directors of the Investor approving the entering into and completion of the Transactions contemplated by this Agreement and the Ancillary Agreements;

(ii)

a certificate of status, compliance, good standing or like certificate with respect to the Investor issued by appropriate government official of the jurisdiction of its incorporation;

(iii)

the certificates referred to in Section 7.2(a) and Section 7.2(b);

(iv)

the Mogo Shares, if any, to be issued pursuant to the Subscription and the Acquisition;

(v)

the [commercially sensitive information redacted] Closing Escrow Agreement executed by the Investor and the escrow agent thereunder;

(vi)

the New Shareholders Agreement, executed by the Investor; and

(vii)

an investor rights agreement providing for the matters referred to in Section 11.1 executed by the Investor.

(f)

No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Vendors or the Corporation) and there is no order or notice from any Governmental Entity, to (or seeks to) enjoin, restrict or prohibit, on a temporary or permanent basis any of the Transactions contemplated by this Agreement or imposing any terms or conditions on the transactions contemplated by this Agreement.

(a)

Truth of Representations and Warranties. The Fundamental Representations of the Vendors contained in this Agreement were true and correct as of the date of this Agreement and are true and correct in all material respects as of the Put/Call Closing Date, provided that in respect of the Put/Call Closing Date, to the extent any such representation and warranties of a Vendor contains any materiality qualification, such representations and warranties are accurate in all respects, with the same force and effect as if such representations and warranties had been made on and as of such date, and the Put/Call Closing Date.

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Change in Law. Since the date hereof, no Law, proposed Law, any change in any Law, or the interpretation or enforcement of any Law will have been introduced, enacted or announced, that makes the consummation of any of the Transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the Put/Call Closing contemplated by this Agreement to prevent (i) the Investor from completing of the Transactions as contemplated in this Agreement or (ii) the Business operating after the Initial Closing on substantially the same basis as currently operated.

(j)

(a)

Truth of Representations and Warranties. The Fundamental Representations of Investor contained in this Agreement were true and correct as of the date of this Agreement and are true and correct in all material respects as of the Put/Call Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date. The Investor shall have executed and delivered a certificate of a senior officer to that effect. Upon delivery of such certificate, the Fundamental Representations of Investor will be deemed to have been made on and as of the Put/Call Closing Date with the same force and effect as if made on and as of such date.

(b)

Performance of Covenants. The Investor shall have fulfilled or complied with all covenants contained in this Agreement required to be fulfilled or complied with by it at or prior to the Put/Call Closing Date and the Investor shall have executed and delivered a certificate of a senior officer to that effect.

(c)

Qualification of Mogo Shares. The distribution of the Mogo Shares to the Vendors in connection with the Put/Call Closing shall have been qualified pursuant to a prospectus filed by the Investor in the applicable jurisdictions, such that the Mogo Shares, if any, issued under the exercise of the Call Option or the Put Right shall be issued as free-trading shares, subject only to the transfer restrictions contained in Section 11.6 of this Agreement.

(d)

Tag-Along.

(i)

(ii)

(e)

Deliveries. The Investor shall deliver or cause to be delivered to the Corporation and the Vendors the following in form and substance satisfactory to the Corporation and the Vendors, each acting reasonably:

(i)

certified copies of all resolutions of the board of directors of the Investor approving the entering into and completion of the Transactions contemplated by this Agreement and the Ancillary Agreements;

(ii)

a certificate of status, compliance, good standing or like certificate with respect to the Investor issued by appropriate government official of the jurisdiction of its incorporation;

(iii)

the certificates referred to in Section 8.2(a) and Section 8.2(b); and

(iv)

the Mogo Shares, if any, to be issued in satisfaction of any portion of the aggregate purchase price for the Call Option Shares to be purchased by the Investor at the Put/Call Closing.

(f)

No Legal Action. No action or proceeding will be pending or threatened by any Person (other than the Vendors or the Corporation) and there is no order or notice from any Governmental Entity, to (or seeks to) enjoin, restrict or prohibit, on a temporary or permanent basis the Put/Call Closing imposing any terms or conditions on the Put/Call Closing.

(a)

(b)

(i)

there has been a material breach of this Agreement by the Corporation or any of the Vendors and where such breach is capable of being cured, such breach has not been waived by the Investor in writing or cured within five (5) days following written notice of such breach by the Investor to the Corporation and the Vendors, as applicable;

(ii)

any of the conditions in Section 7.1 have not been satisfied or it becomes reasonably apparent that any of such conditions will not be satisfied by the Initial Closing Date (other than as result of the failure of the Investor to perform any of its material obligations) and the Investor has not waived such condition in writing at or prior to the Initial Closing;

(iii)

there has occurred a Material Adverse Change; or

(iv)

the Initial Closing has not occurred on or prior to the Outside Date, provided that the Investor is not in material breach of any of its obligations or covenants under this Agreement.

(c)

by the Corporation if:

(i)

there has been a material breach of this Agreement by Investor and where such breach is capable of being cured, such breach has not been waived by the Corporation or cured within five (5) days following written notice of such breach by the Corporation to the Investor;

(ii)

(iii)

(1)

After the Initial Closing, this Agreement may be terminated (other than pursuant to Section 9.1) only by a written instrument executed by the Investor, the Corporation, and the Vendors; and only if the Tag-Along Investment Agreement has been or is concurrently terminated.

(1)

The Corporation shall indemnify and save the Investor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a)

any breach or inaccuracy of any representation or warranty given by the Corporation with respect to the Coinsquare Corporations under Section 4.1 as such representation or warranty, with the exception of Section 4.1(o) (No Material Adverse Change), would read, disregarding any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation, in this Agreement or the certificates, instruments or documents to be delivered pursuant to this Agreement, in each case;

(b)

(c)

any action, suit, proceeding, grievance, arbitration, investigation, audit or other alternative dispute resolution involving any Coinsquare Corporation at any time on or prior to the applicable Closing Date or in which it becomes involved after the applicable Closing Date arising from facts or circumstances that existed at any time on or prior to the applicable Closing Date as set out in Section 4.1(nn) of the Disclosure Letter.

(2)

Each Vendor shall severally and not jointly and severally indemnify and save the Investor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a)

any breach or inaccuracy of any representation or warranty given by such Vendor under Section 4.2 or Section 4.3 as such representation or warranty would read, disregarding any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation, in this Agreement or the certificates, instruments or documents to be delivered by such Vendor pursuant to this Agreement or any Ancillary Agreement;

(b)

any failure of such Vendor to perform or fulfil any of its covenants or obligations under this Agreement or Ancillary Agreements; and

(c)

any failure of a Vendor to transfer good and valid title to the Purchased Shares, free and clear of all Liens whatsoever, other than the restrictions imposed by the New Shareholders Agreement and the Constating Documents.

(3)

With respect to any Put/Call Closing, if it occurs, each Vendor shall severally and not jointly and severally indemnify and save the Investor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

(a)

any breach or inaccuracy of any representation or warranty given by such Vendor under Section 4.2 or Section 4.3 as such representation or warranty would read, disregarding any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation, in this Agreement or the certificates, instruments or documents to be delivered by such Vendor in connection with the exercise of the Call Option or Put Right, as applicable, including those contemplated under Section 3.6;

(b)

any failure of such Vendor to perform or fulfil any of its covenants or obligations under this Agreement or Ancillary Agreements in respect of such Put/Call Closing; and

(c)

any failure of a Vendor to transfer good and valid title to the Call Option Shares, free and clear of all Liens whatsoever, other than the restrictions imposed by the New Shareholders Agreement and the Constating Documents.

(a)

(b)

(1)

The Investor shall not be entitled to recover Damages from the Corporation or the Vendors, as applicable, pursuant to Section 10.2(1)(a), Section 10.2(2)(a) or Section 10.2(3)(a) unless a written notice of claim is delivered by the Investor to the Corporation or the Vendors:

(a)

at any time after the Initial Closing in respect of Section 4.1(a) (Incorporation and Qualification), Section 4.1(b) (Corporate Authorization), Section 4.1(c) (No Conflict), Section 4.1(d) (Required Authorizations), Section 4.1(e) (Required Consents), Section 4.1(g) (Authorized and Issued Capital), Section 4.1(h) (No Other Agreements to Purchase), Section 4.1(k) (Issuance of Subscribed Shares), Section 4.1(l) (Issuance of the Warrant Shares), and Section 4.1(n) (Shareholders Rights) (collectively, "Fundamental Representations Regarding the Coinsquare Corporations") and Section 4.2(a) (Incorporation and Qualification), Section 4.2(b) (Corporate Authorization), Section 4.2(c) (No Conflict), Section 4.2(d) (Required Consents), Section 4.2(e) (Execution and Binding Obligation), Section 4.2(f) (No Other Agreements to Purchase), and Section 4.2(g) (Title to Purchased Shares and Call Option Shares), Section 4.2(h) (Residence) (collectively, the "Fundamental Representations of the Vendors" and together with the Fundamental Representations Regarding the Coinsquare Corporations, the "Fundamental Representations of the Corporation/Vendors"); or

(b)

(2)

Neither the Corporation nor any Vendor shall be entitled to recover any Damages from Investor pursuant to Section 10.3(a) unless a written notice of claim is delivered by the Corporation or a Vendor to the Investor:

(a)

at any time after the Initial Closing in respect of Section 5.1(a) (Incorporation and Corporate Power), Section 5.1(b) (Corporate Authorization), Section 5.1(c) (No Conflict), Section 5.1(d) (Execution and Binding Obligation), Section 5.1(e) (Issuance of the Mogo Shares), or Section 5.1(m) (Accredited Investor) (collectively, the "Fundamental Representations of Investor"); or

(b)

at any time on or before the date that is twenty-four (24) months after the Initial Closing in respect of all other representations and warranties of the Investor.

(3)

The Parties agree that the statutory limitations period shall commence on the filing of the written notice of claim by the Indemnified Person and any applicable limitations period is extended or varied to the fullest extent permitted by applicable Law to give effect to this Section 9.4(3).

(4)

The Corporation has no obligation to make any payment for Damages for a breach of a representation or warranty pursuant to Section 10.2(1)(a) until the total of all Damages arising from such indemnification obligation exceeds [commercially sensitive information redacted], after which time the obligation shall be from the first dollar.

(5)

Subject to Section 10.5(2), the maximum liability of each Vendor for the payment of Damages pursuant to: (a) Section 10.2(2) shall not exceed such Vendor’s proportion of the Purchase Price; and (b) Section 10.2(3) shall not exceed such Vendor’s proportion of the Call Option Purchase Price or Put Purchase Price, as applicable.

(6)

The Investor has no obligation to make any payment for Damages for a breach of a representation or warranty pursuant to Section 10.3(a) until the total of all Damages arising from such indemnification obligation exceeds [commercially sensitive information redacted], after which time the obligation shall be from the first dollar.

(7)

For purposes of determining whether a threshold in Section 10.4(3) and Section 10.4(6) has been met, Damages in respect of claims by a Party for indemnification or otherwise which have not been asserted will be included and nothing will preclude or prevent such Party from entering into evidence in connection with any claim the amount of such Damages.

(1)

The monetary thresholds and limits set out in Section 10.4 will not apply to Damages with respect to:

(a)

any claims for indemnification by the Investor (i) for a breach of the Fundamental Representations of the Corporation/Vendors pursuant to Section 10.2(1)(a), Section 10.2(2)(a) or Section 10.2(3)(a), or (ii) pursuant to Section 10.2(1)(b), Section 10.2(2)(b) or Section 10.2(3)(b);

(b)

any claims for indemnification by the Corporation or a Vendor (i) for a breach of Fundamental Representations of Investor pursuant to Section 10.3(a); or (ii) pursuant to Section 10.3(b); or

(c)

any breach or inaccuracy of any of the representations and warranties of a Party of which such Party had knowledge at any time prior to the date on which such representation and warranty was made.

(2)

Notwithstanding any provision in this Agreement, nothing herein shall limit the time to make a claim against or the liability of any Party for any claim involving intentional misrepresentation or fraud.

(1)

If a Third Party Claim is instituted or asserted against an Indemnified Person, the Indemnified Person shall promptly notify the Indemnifying Party in writing of the Third Party Claim.

(2)

The omission to notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Person, unless the notification occurs after the expiration of the specified period set out in Section 10.4 or (and only to that extent that) the omission to notify materially prejudices the ability of the Indemnifying Party to exercise its right to defend provided in this Section 10.6.

(3)

(4)

(a)

(b)

(c)

(d)

(e)

(f)

(5)

(1)

(a)

(b)

(c)

(2)

Upon the Initial Closing, the Corporation, the Investor, and the other shareholders of the Corporation will enter into the New Shareholders Agreement, which will provide that:

(a)

(b)

(c)

the Corporation will enter into an indemnification agreement with any individual elected to the board of directors of the Investor in accordance with the nomination rights of the Investor, on terms no less favourable than those provided to its other directors.

(3)

It is acknowledged and agreed that the Corporation’s director and officer insurance policy currently in place as of the date hereof is not satisfactory to the Investor. The Corporation shall use its commercially reasonable efforts to obtain an adequate and prudent director and officer insurance policy as soon as possible following the Initial Closing Date.

(1)

(2)

(a)

Mogo Inc.
2100 - 401 West Georgia Street
Vancouver, BC V6B 5A1