ARRANGEMENT AGREEMENT AMONG MDSI MOBILE DATA SOLUTIONS INC. FORTEZZA HOLDINGS S.À.R.L. AND BEECH INVESTMENT CORP. July 29, 2005Arrangement Agreement • August 15th, 2005 • Mdsi Mobile Data Solutions Inc /Can/ • Services-prepackaged software • New York
This ARRANGEMENT AGREEMENT dated July 29, 2005 (this “Agreement”) is made and entered into by and among Fortezza Holdings S.à.r.l., a Luxembourg société à responsabilité limitée (“Parent”), Beech Investment Corp., a corporation incorporated under the laws of the Province of British Columbia and a wholly-owned Subsidiary of Parent (“Subco”), and MDSI Mobile Data Solutions Inc., a corporation incorporated under the federal laws of Canada (the “Company”). Parent, Subco and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8.04 hereof.
INDEMNITY AGREEMENTIndemnity Agreement • August 15th, 2005 • Mdsi Mobile Data Solutions Inc /Can/ • Services-prepackaged software • British Columbia
This Indemnity Agreement (the “Agreement”) is made as of July 29, 2005, among Erik Dysthe (“Dysthe”), Erik Dysthe Holdings, Inc., a British Columbia corporation (“Dysthe Holdings” and together with Dysthe, the “Indemnifying Parties”), and MDSI Mobile Data Solutions Inc., a corporation incorporated under the federal laws of Canada (“MDSI” or the “Indemnified Party”).
SUPPORT AGREEMENTSupport Agreement • August 15th, 2005 • Mdsi Mobile Data Solutions Inc /Can/ • Services-prepackaged software • New York
This SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 29, 2005 by and among Fortezza Holdings S.à.r.l., a Luxembourg société à responsabilité limitée (“Parent”), Beech Investment Corp., a corporation incorporated under the laws of the Province of British Columbia and a wholly-owned Subsidiary of Parent (“Subco”), Erik Dysthe (“Dysthe”), Erik Dysthe Holdings, Inc., a British Columbia corporation (“Dysthe Holdings” and, together with Dysthe, each a “Shareholder” and, collectively, the “Shareholders”), and, for the purposes of Section 9 hereof only, MDSI Mobile Data Solutions Inc., a corporation incorporated under the federal laws of Canada (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Arrangement Agreement (as defined below).
