SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • July 12th, 2004 • Austin Ventures Vi L P • Services-prepackaged software • New York
THIS SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 14, 2004 (the “Effective Date”), is entered into by and among 724 Solutions Inc., a Canadian corporation (“Parent”) and 724 Solutions Software Inc., a Delaware corporation (the “US Sub”), and the lenders identified on the Schedule of Lenders attached hereto (each a “Lender;” collectively, the “Lenders”). Parent and US Sub are each referred to herein as a “Borrower” and, collectively, the “Borrowers.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2004 • Austin Ventures Vi L P • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2004, by and among 724 Solutions Inc., a Canadian corporation (the “Company”), and each of those holders of common shares of the Company (the “Common Shares”), identified on the Schedule of Holders attached hereto (individually, a “Holder,” collectively, the “Holders”).
SECURITY AGREEMENTSecurity Agreement • July 12th, 2004 • Austin Ventures Vi L P • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (the “Agreement”) dated as of May 14, 2004, is entered into by and among the 724 Solutions Inc., a Canadian corporation (“Parent”), and 724 Solutions Software, Inc., a Delaware corporation (“US Sub” and together with Parent, the “Borrowers”) and each other entity identified on the Schedule of Debtors attached hereto, (together with the Borrowers and such other entities that from time to time become parties hereto, each being a “Debtor;” collectively, the “Debtors”) and each lender identified on the Schedule of Lenders attached hereto (together, each being a “Lender;” collectively, the “Lenders”). The addresses for the Debtors and the Lenders are set forth on the Schedule of Debtors and Schedule of Lenders, as applicable.
GUARANTYGuaranty • July 12th, 2004 • Austin Ventures Vi L P • Services-prepackaged software • New York
THIS GUARANTY (this “Guaranty”), made as of May 14, 2004, by and among each of the guarantors listed on the Schedule of Guarantors (individually, a “Guarantor;” collectively, the “Guarantors”) and each of the lenders listed on the Schedule of Lenders (individually, a “Lender;” collectively, the “Lenders”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 24th, 2004 • Austin Ventures Vi L P • Services-prepackaged software • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”) dated as of May 14, 2004, is entered into by and among Austin Ventures VI, L.P., Austin Ventures VI Affiliates Fund, L.P., Austin Ventures VIII, L.P. (collectively, the “Lenders”), and 724 Solutions Inc., a Canadian corporation (the “Borrower”).
DEFERRAL AGREEMENTDeferral Agreement • April 7th, 2006 • Austin Ventures Vi L P • Services-prepackaged software • New York
This Deferral Agreement (this “Agreement”) is made and entered into as of April 3, 2006 (the “Effective Date”) by and among the parties to that certain Secured Convertible Note Purchase Agreement, dated as of May 14, 2004 (the “Purchase Agreement”), by and among 724 Solutions Inc., a Canadian corporation (“Parent”), and 724 Solutions Software Inc., a Delaware corporation (together with Parent, the “Borrowers”), and the lenders identified on the Schedule of Lenders attached to the Purchase Agreement (collectively, the “Lenders”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 12th, 2004 • Austin Ventures Vi L P • Services-prepackaged software • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”) dated as of May 14, 2004, is entered into by and among Austin Ventures VI, L.P., Austin Ventures VI Affiliates Fund, L.P., Austin Ventures VIII, L.P. (collectively, the “Lenders”), and 724 Solutions Inc., a Canadian corporation (the “Borrower”).
ROLLOVER AGREEMENTRollover Agreement • June 21st, 2006 • Austin Ventures Vi L P • Services-prepackaged software • Delaware
THIS ROLLOVER AGREEMENT (this “Agreement”) is entered into as of the June 20, 2006 by and between 724 Holdings, Inc., a Delaware corporation (“Holdings”), and John J. Sims (“Executive”).
ARRANGEMENT AGREEMENTArrangement Agreement • April 7th, 2006 • Austin Ventures Vi L P • Services-prepackaged software • Ontario
any Law or Order applicable to 724 Solutions except for any Breach or Encumbrance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Agreement of Joint FilingJoint Filing Agreement • July 12th, 2004 • Austin Ventures Vi L P • Services-prepackaged software
The undersigned hereby agree that a single Schedule 13D or Schedule 13G (or any amendment thereto) relating to the Common Stock of 724 Solutions Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D or Schedule 13G.
