Mr. Robert Kelly CONFIDENTIALBinding Letter Agreement • August 29th, 2003 • Minorplanet Systems PLC • Radiotelephone communications • Delaware
This binding Letter Agreement (this “Agreement”) sets forth the terms of certain agreements we have reached with each other regarding certain contemplated transactions involving Minorplanet Systems PLC, a United Kingdom public limited company (“MPUK”), and Minorplanet Systems USA, Inc., a Delaware corporation formerly known as @Track Communications, Inc. (“MPUSA”), as well as certain of their respective subsidiaries. More specifically, we have reached certain agreements relating to: (i) an amendment to the Exclusive License and Distribution Agreement dated June 13, 2001 entered into between Mislex (302) Limited, as licensee, now known as Minorplanet Systems USA Limited, a United Kingdom private limited company (“UK Sub 2”) which is the wholly-owned subsidiary of Caren (292) Limited, a United Kingdom private limited company which is the wholly-owned subsidiary of MPUSA (“UK Sub 1”), and UK Sub 1, as licensor, which assigned its rights as licensor to Minorplanet Limited (the “Licensor”),
ANTI-DILUTION AGREEMENTAnti-Dilution Agreement • August 29th, 2003 • Minorplanet Systems PLC • Radiotelephone communications • Delaware
THIS ANTI-DILUTION AGREEMENT (the “Agreement”) is dated as of August , 2003 and is by and among MINORPLANET SYSTEMS USA, INC., a Delaware corporation (the “Company” or “MPUSA”), MINORPLANET SYSTEMS PLC, a United Kingdom public limited company (“MPS UK”).
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • August 29th, 2003 • Minorplanet Systems PLC • Radiotelephone communications • Delaware
THIS STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”) entered into on, August 15, 2003 between Minorplanet Systems PLC, a United Kingdom public limited company (“MPUK” or “Seller”).), and The Erin Mills Investment Corporation, a Canadian corporation (“Erin Mills”).
IRREVOCABLE WAIVER AND CONSENT TO AMENDMENT OF BYLAWSWaiver and Consent to Amendment of Bylaws • August 29th, 2003 • Minorplanet Systems PLC • Radiotelephone communications
THIS IRREVOCABLE WAIVER AND CONSENT TO AMENDMENT OF BYLAWS (this “Waiver”) is executed by Minorplanet Systems PLC, a United Kingdom public limited company (“MPUK”), to be effective as of August , 2003.
