Orion Digital Corp. — M&A Activity 2020

Nov 28, 2020

LOCK-UP AND SUPPORT AGREEMENT

November [ • ], 2020

Mogo Inc. Suite 2100 – 401 W. Georgia St. Vancouver, BC V6B 5A1

Re: Carta Solutions Holding Corp. (“Carta”) – Lock-up and Support Agreement

Sirs/Mesdames:

1. The undersigned understands that Mogo Inc. (“ Mogo ”) and Carta are concurrently herewith entering into an arrangement agreement (the “ Arrangement Agreement ”) and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the “ Arrangement ”), providing for the acquisition by Mogo of all of the issued and outstanding securities of Carta from the shareholders of Carta, in exchange for 10,000,000 common shares of Mogo (the “ Transaction ”).

2. The undersigned acknowledges that Mogo would not enter into the Arrangement Agreement, but for the execution and delivery of this lock-up and support agreement (the “ Agreement ”) by the undersigned.

3. All capitalized terms not otherwise defined herein shall have the meaning given to them in the Arrangement Agreement.

4. The undersigned is the beneficial owner of, directly or indirectly, or exercises control or direction over, the number of shares of Carta and securities exercisable for or convertible into shares of Carta as set forth on the signature page of this Agreement. Such shares and securities are not subject to any voting arrangement or agreement or adverse claim and the undersigned does not beneficially own, directly or indirectly, nor exercise control or direction over, any securities of Carta or rights to acquire securities of Carta, other than as set forth on the signature page of this Agreement.

5. In consideration of the benefit that the Transaction will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that during the period beginning from the date hereof and ending on the closing date of the Transaction (the “ Lock-Up Period ”), the undersigned will not and will not permit any of his, her or its associates or affiliates (as such term is defined in the Securities Act (Ontario)) to, directly or indirectly, sell, grant an option or right for the sale of, or otherwise dispose of, any shares of Carta, or any options or warrants to purchase any shares of Carta or any securities convertible or exchangeable for or that represent the right to receive shares of Carta, whether now owned or hereinafter acquired, owned directly, indirectly or beneficially by the undersigned, or under control or direction of the undersigned (the “ Undersigned’s Securities ”) or enter into any swap, forward or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of the Undersigned’s Securities, or agree to or publicly announce any intention to do any of the foregoing.

6. Section 5 above shall not apply to (a) transfers to affiliated entities of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned, (b) transfers occurring by operation of law, (c) pledges of the

Undersigned’s Securities as security for bona fide indebtedness of the undersigned, provided, in each case, that any such transferee or pledgee shall first execute a lock-up and support agreement in respect of such transferred securities in substantially the form hereof covering the remainder of the Lock-Up Period, (d) transfers or other dealings in respect of which Mogo has provided its prior written consent, such consent not to be unreasonably withheld or delayed, or (e) transfers contemplated by the Arrangement Agreement.

1. The undersigned represents and warrants that it has, or in the case of hereinafter acquired securities, will have, good and marketable title to the Undersigned’s Securities and understands that Mogo is relying upon this lock-up and support agreement in proceeding towards consummation of the Transaction. The undersigned further understands that this Agreement is irrevocable and shall be binding upon the undersigned’s legal representatives, successors, and assigns, and shall enure to the benefit of Mogo and its respective legal representatives, successors and assigns.

2. The undersigned agrees and covenants to vote (or to cause the holder of record to vote) all of the Undersigned’s Securities in favour of any resolutions requiring shareholder approval in connection with or in order to give effect to the Transaction, or otherwise provide its consent in respect of the foregoing, including: (i) the Arrangement, (ii) matters that may be reasonably requested by the board of directors of Carta to facilitate the completion of the Transaction, and (iii) matters that may be requested or required by the Toronto Stock Exchange, NASDAQ, or any other regulatory authorities in connection with and in order to give effect to the Transaction. The undersigned agrees to vote against (i) any Acquisition Proposal (including any Superior Proposal) involving Carta or a subsidiary of Carta; (ii) any action, agreement, transaction or proposal that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Carta under the Arrangement Agreement or of the undersigned under this Agreement, and/or (iii) any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement or any of the transactions contemplated by the Arrangement Agreement.

9. [Nothing contained in this lock-up and support agreement will: (i) restrict, limit or prohibit the undersigned from exercising, in his or her capacity as a director or officer of Carta, (ii) his or her fiduciary duties to Carta under applicable law, or (iii) require the undersigned, in his or her capacity as an officer of Carta, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of Carta’s board of directors undertaken in the exercise of their fiduciary duties (all of the foregoing, as applicable), provided that nothing in this Section 9 will be deemed to relieve the undersigned from any of its respective obligations under any provision of this lock-up and support agreement other than actions taken by the undersigned solely in his or her capacity as a director or officer of Carta (as applicable).] [NTD: Only to be included for directors and officers of Carta.]

1. This Agreement shall automatically terminate on the first to occur of: (i) Mogo providing written notice of termination of this Agreement to the undersigned, (ii) the date on which the Arrangement Agreement is terminated in accordance with its terms, upon which Carta and Mogo shall provide notice thereof to the undersigned, and (iii) the completion of the Transaction.

2. This lock-up and support agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and may be executed by facsimile or PDF signature and as so executed shall constitute an original.

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(Print Name of Shareholder)

(Signature of Shareholder or Authorized Signatory)

(Place of Residency)

(Print Name and Title)

Address:

Telephone: Email:

Number of Shares Held, by Series:

Series A Preference shares

Series B Preference shares

Series C Preference shares

Common shares

[

(Number of Options/Warrants of Carta Held)]