REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2004 • 724 Solutions Inc • 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 • May 18th, 2004 • 724 Solutions Inc • 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.
QuickLinks -- Click here to rapidly navigate through this document724 Solutions Inc • May 18th, 2004 • Services-prepackaged software • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON ITS CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON ITS CONVERSION MAY BE SOLD, TRANSFERRED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT OR AS OTHERWISE PERMITTED BY THE BORROWERS, OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWERS, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.
GUARANTY724 Solutions Inc • May 18th, 2004 • 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").
SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 18th, 2004 • 724 Solutions Inc • 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."
