724 Solutions Inc Sample Contracts

724 Solutions Inc – DEFERRAL AGREEMENT (April 10th, 2006)

This Deferral Agreement (this “Agreement”) is made and entered into as of April ___, 2006 (the “Effective Date”) by and among the parties to that certain Secured Convertible Note Purchase Agreement, dated as of May 14, 2004 (the “Purchase Agreement”), by and among 724 Solutions Inc., a Canadian corporation (“Parent”), and 724 Solutions Software Inc., a Delaware corporation (together with Parent, the “Borrowers”), and the lenders identified on the Schedule of Lenders attached to the Purchase Agreement (collectively, the “Lenders”). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.

724 Solutions Inc – ARRANGEMENT AGREEMENT (April 10th, 2006)

This Arrangement Agreement (this “Agreement”) is made and entered into as of April 6, 2006, by and among 724 Holdings, Inc., a Delaware corporation (“Holdings”), 724 Solutions Inc., a corporation organized under the Canada Business Corporations Act (“724 Solutions”) and, for purposes of Article 7 only, Austin Ventures VIII, L.P., a Delaware limited partnership (“Austin Ventures VIII”).

724 Solutions Inc – October 7, 2004 (March 31st, 2006)

This letter (including all attached Schedules) constitutes the terms and conditions of your employment with 724, and supersedes and replaces any previous offers, oral or written. This offer is contingent on you signing agreements related to Confidential Information and Assignment of Inventions to 724 in the attached form prior to beginning employment. It is also contingent on you providing us with documentation of U.S. citizenship or authorized alien work status prior to beginning employment.

724 Solutions Inc – Contract (March 31st, 2006)

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this           day of                                    , 2005, between 724 SOLUTIONS INC. (the “Corporation”) and [Insert Name of Director or Officer] (the “Indemnified Party”).

724 Solutions Inc – March 9, 2006 CONFIDENTIAL Board of Directors 724 Solutions, Inc. 20 York Mills Road, Suite 201 Toronto, ON Canada M2P 2C2 Gentlemen: (March 13th, 2006)

We are pleased to submit this revised letter summarizing the principal terms upon which investment funds affiliated with Austin Ventures (“Austin Ventures”) would potentially acquire (the “Acquisition”) the entire outstanding equity interests in 724 Solutions, Inc. (“724”).  With over $2.9 billion in investment capital, Austin Ventures has invested in over 150 companies and is one of the most active investors in the country.  As 724’s largest single shareholder and creditor, Austin Ventures has the resources and expertise to close the Acquisition expeditiously and non-disruptively.

724 Solutions Inc – February 27, 2006 CONFIDENTIAL Board of Directors 724 Solutions, Inc. 20 York Mills Road, Suite 201 Toronto, ON Canada M2P 2C2 Gentlemen: (February 28th, 2006)

We are pleased to submit this letter summarizing the principal terms upon which investment funds affiliated with Austin Ventures (“Austin Ventures”) would potentially acquire (the “Acquisition”) the entire outstanding equity interests in 724 Solutions, Inc. (“724”). With over $2.9 billion in investment capital, Austin Ventures has invested in over 150 companies and is one of the most active investors in the country. As 724’s largest single shareholder and creditor, Austin Ventures has the resources and expertise to close the Acquisition expeditiously and non-disruptively.

724 Solutions Inc – COMPANY CONTACT Elda Rudd 724 Solutions (805) 884-8303 erudd@724.com (February 16th, 2006)

Santa Barbara, CA (February 16, 2006) - 724 Solutions (NASDAQ: SVNX; TSX: SVN), a leading provider of next-generation IP-based network and data services, today reported unaudited results for its fourth quarter and year ended December 31, 2005 (all figures are in U.S. dollars).

724 Solutions Inc – Stephen Morrison 156 Por La Mar Circle Santa Barbara, CA 93103 Dear Stephen: (December 1st, 2005)

This letter agreement (the “Agreement”) amends and restates the employment agreement (the “Original Agreement”) dated February 19, 2001 between you, Stephen Morrison, and 724 Solutions Inc. (the “Company”), as amended on February 18, 2004.

724 Solutions Inc – Contract (May 10th, 2005)

You (the “Grantee”) have been granted an option to purchase Common Shares, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the 724 Solutions Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

724 Solutions Inc – Contract (May 10th, 2005)

You (the “Grantee”) have been granted an option to purchase Common Shares, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the 724 Solutions Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

724 Solutions Inc – COMPANY CONTACT Elda Rudd 724 Solutions (805) 884-8303 erudd@724.com (April 27th, 2005)

Santa Barbara, CA (April 27, 2005) - 724 Solutions (NASDAQ: SVNX; TSX: SVN), a leading provider of next-generation IP-based network and data services, today reported unaudited results for its first quarter ended March 31, 2005 (all figures are in U.S. dollars).

724 Solutions Inc – Re: Amendment to Employment Agreement (March 18th, 2005)

We refer to the employment agreement (the “Agreement”) dated May 1, 2000 between 724 Solutions Inc. (“724”) and you, Glenn Barrett, as amended on July 5, 2002. 724 desires and you have agreed to confirm certain amendments to the Agreement that were made orally on the terms and conditions set forth in this letter agreement.

724 Solutions Inc – 2005 STOCK INCENTIVE PLAN (March 18th, 2005)
724 Solutions Inc – Contract (March 18th, 2005)

You (the “Grantee”) have been granted an option to purchase Common Shares, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the 724 Solutions Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

724 Solutions Inc – Contract (March 18th, 2005)

You (the “Grantee”) have been granted an option to purchase Common Shares, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the 724 Solutions Inc. 2005 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows.  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.

724 Solutions Inc – August 12, 2003 (March 18th, 2005)

This letter constitutes the terms and conditions of your employment with 724 Solutions, and supersedes and replaces any previous offers, oral or written. This offer is contingent on your signing agreements related to Confidential Information and Assignment of Inventions to 724 Solutions prior to beginning employment. It is also contingent on your providing us with documentation of U.S. citizenship or authorized alien work status prior to beginning employment.

724 Solutions Inc – AMENDMENT [_________] TO EXHIBIT B OF RESELLER ADDENDUM (EXHIBIT C OF SUBCONTRACT AGREEMENT) (March 18th, 2005)

HEWLETT-PACKARD COMPANY, a Delaware corporation (“HP”) and 724 Solutions Corp., a Delaware corporation and its Affiliates  (“Subcontractor”), entered into a Subcontract Agreement effective March 17, 2002 (“Agreement”).  Exhibit C of the Agreement is the Reseller Addendum (“Addendum”) and sets forth the terms and conditions governing the resale of the Subcontractor Software, including the fees payable by HP to Subcontractor in Exhibit B to the Addendum.

724 Solutions Inc – Re: Amendment to Employment Agreement (March 18th, 2005)

We refer to the employment agreement (the “Agreement”) dated November 28, 2000 between 724 Solutions Inc. (“724”) and you, John Sims. 724 desires and you have agreed to confirm certain amendments to the Agreement that were made orally, on the terms and conditions set forth in this letter agreement.

724 Solutions Inc – Re: Amendment to Employment Agreement (March 18th, 2005)

We refer to the employment agreement dated August 12, 2003.  724 desires and you have agreed to make certain amendments to the Agreement, on the terms and conditions set forth in this letter agreement.

724 Solutions Inc – CONFIDENTIAL TREATMENT REQUESTED BY 724 SOLUTIONS INC. HP 724 AMENDMENT 7 TO PRIOR TERMS AND CONDITIONS BETWEEN 724 SOLUTIONS (US) INC. AND HEWLETT-PACKARD COMPANY (March 18th, 2005)

This Amendment does not obligate HP to purchase any Services from 724.  Purchases, if any, will be specified on a HP purchase order issued to 724 by HP.  HP requires Seller to submit invoices electronically, as defined in attached document “IP US Supplier.pdf”.

724 Solutions Inc – CONFIDENTIAL TREATMENT REQUESTED BY 724 SOLUTIONS INC. SUBCONTRACT BETWEEN HEWLETT-PACKARD COMPANY AND (March 18th, 2005)
724 Solutions Inc – AMENDMENT NO. 1 TO SPECIAL PROJECT ANNEX TO SUBCONTRACT AGREEMENT BETWEEN HEWLETT-PACKARD COMPANY AND 724 SOLUTIONS CORP. FOR NEXT GENERATION GATEWAY (March 18th, 2005)

This Amendment No. 1 (“Amendment 1”) to the Subcontract Agreement between Hewlett-Packard Company (“HP”) and 724 Solutions Corp. (“724”) for Next Generation Gateway Project (the “Subcontract Agreement”) is effective September __, 2002 (“Effective Date”).  Except as otherwise indicated, defined terms in this Amendment 1 have the same meaning as in the Subcontract AGreement.

724 Solutions Inc – Re: Amendment to Employment Agreement (March 18th, 2005)

We refer to the employment agreement (the “Agreement”) dated October 24, 2002 between 724 Solutions Inc. (“724”) and you, Elda Rudd. 724 desires and you have agreed to confirm certain amendments to the Agreement, on the terms and conditions set forth in this letter agreement.

724 Solutions Inc – SECURITY AGREEMENT (May 18th, 2004)

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.

724 Solutions Inc – QuickLinks -- Click here to rapidly navigate through this document (May 18th, 2004)

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.

724 Solutions Inc – GUARANTY (May 18th, 2004)

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").

724 Solutions Inc – SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT (May 18th, 2004)

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."

724 Solutions Inc – REGISTRATION RIGHTS AGREEMENT (May 18th, 2004)

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").

724 Solutions Inc – Amended and Restated Contract of Employment by and between (March 16th, 2004)
724 Solutions Inc – Months of Service Factor per Vacation Service Hour 0 - 35 .057692 36 - 47 .061538 48 - 59 .065384 60 - 71 .069230 72 - 83 .073076 84 - 95 .076923 96 - 107 .080769 108 - 119 .084615 120 - 131 .088461 132 - 143 .092307 144 + .096153 So, for example, if the total of regular and PTO hours for a pay period equals 80, and the person has been with the company for 37 months, they would accrue 4.923 (80 X .061538) hours of vacation for this pay period. If the same person only works 60 regular and PTO hours for the pay period, they would accrue 3.692 (60 X .061538) hours of vacation for this pay period. (March 29th, 2002)
724 Solutions Inc – Months of Service Factor per Vacation Service Hour 0 - 35 .057692 36 - 47 .061538 48 - 59 .065384 60 - 71 .069230 72 - 83 .073076 84 - 95 .076923 96 - 107 .080769 108 - 119 .084615 120 - 131 .088461 132 - 143 .092307 144 + .096153 So, for example, if the total of regular and PTO hours for a pay period equals 80, and the person has been with the company for 37 months, they would accrue 4.923 (80 X .061538) hours of vacation for this pay period. If the same person only works 60 regular and PTO hours for the pay period, they would accrue 3.692 (60 X .061538) hours of vacation for this pay period. (March 29th, 2001)
724 Solutions Inc – NUMBER OF USERS INCREMENTAL LICENSE FEE FROM UP TO PER USER PER MONTH --------------- -------- ----------------------- **** **** **** **** **** **** **** **** **** Over **** **** [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934. The parties agree that the above rates are blended rates and are based on the rates applicable to Designated Countries as set out in Schedule C. These rates will be the most favourable r (June 29th, 2000)
724 Solutions Inc – Agreement between 724 Solutions Inc. and Sonoma Mountain Ventures (January 26th, 2000)
724 Solutions Inc – OFFICE LEASE (January 26th, 2000)
724 Solutions Inc – UNANIMOUS SHAREHOLDERS' AGREEMENT (January 13th, 2000)