SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTSecured Convertible Note Purchase Agreement • May 24th, 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 • May 24th, 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 • May 24th, 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 • May 24th, 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”).
