ARRANGEMENT AGREEMENT by and among ADENYO INC. - and - 7761520 CANADA INC. - and - MOTRICITY, INC. - and - MICHAEL ORR, AS SHAREHOLDER REPRESENTATIVE January 30, 2011Arrangement Agreement • February 1st, 2011 • Motricity Inc • Services-business services, nec • Ontario
AND WHEREAS Target wishes to support and facilitate the Arrangement on the terms and subject to the conditions set forth in this Agreement and the Board has concluded that it is in the best interests of Target to consummate the Arrangement, on the terms and subject to the conditions set forth in this Agreement, pursuant to which, inter alia, Parent will acquire through Acquisition Sub all of the outstanding common shares of Target, and the Board has unanimously approved this Agreement and intends to recommend that the Arrangement Resolution be approved by the Shareholders, on the terms and subject to the conditions of this Agreement;
