EXHIBIT 4.1
VOTING, LOCKUP AND REGISTRATION RIGHTS AGREEMENT
THIS VOTING, LOCKUP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
made and entered into as of May__, 2000, by and among MDSI Mobile Data Solutions
Inc., a Canadian corporation ("MDSI"), and the undersigned shareholder
(hereinafter the "Shareholder") of Connectria Corporation, a Missouri
corporation (the "Company").
WHEREAS, the Company, MDSI Acquisition Corporation, a wholly owned
subsidiary of MDSI ("Merger Sub") and MDSI have entered into an Agreement and
Plan of Reorganization (the "Reorganization Agreement"), which provides for the
merger of Merger Sub with and into the Company. Pursuant to the Merger, all
outstanding capital stock of the Company shall be converted into the right to
receive common shares of MDSI ("MDSI Common Shares"), as set forth in the
Reorganization Agreement; and
WHEREAS, Shareholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
such number of shares of the outstanding capital stock of the Company and/or
shares subject to outstanding options as is indicated on the signature page of
this Agreement; and
WHEREAS, in consideration of the execution of the Reorganization Agreement
by MDSI, Shareholder (in his or her capacity as such) agrees to vote the Shares
(as defined below) and such other shares of capital stock of the Company over
which Shareholder has voting power, if any, so as to facilitate consummation of
the Merger;
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. Certain Definitions. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Reorganization Agreement. For purposes of this
Agreement:
(a) "Commission" means the United States Securities and Exchange
Commission and any successor federal agency having similar powers.
(b) "Registrable Securities" means any and all MDSI Common Shares
issued that have not been sold or registered for sale under the Securities
Act and which shares have been obtained by the Shareholder in exchange for
Company Shares pursuant to the Reorganization Agreement.
(c) "Registration Expenses" shall mean all expenses incurred by MDSI
in complying with Section 2 of this Agreement, including, without
limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of legal counsel for MDSI,
fees and disbursements of one special legal counsel for the selling
Shareholders, exchange listing fees, NASD fees, blue sky fees and expenses,
and the expense of any financial audits incident to or required by any such
registration (but excluding the compensation of regular employees of MDSI,
which shall be paid in any event by MDSI).
(d) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor or similar federal statute and the rules and
regulations of the Commission thereunder, all as the same shall be in
effect at the time.
(e) "Selling Expenses" shall mean all underwriting fees, discounts,
selling commissions and stock transfer taxes applicable to the Registrable
Securities registered by the Shareholders.
(f) "Shares" shall mean: (i) all securities of the Company (including
all shares of Company common stock and all options, warrants and other
rights to acquire shares of Company common stock or preferred stock) owned
by Shareholder as of the date of this Agreement; and (ii) all additional
securities of the Company (including all additional shares of Company
common stock and all additional options, warrants and other rights to
acquire shares of Company common stock) of which Shareholder acquires
ownership during the period from the date of this Agreement through the
Expiration Date.
(g) "Transfer" A person shall be deemed to have effected a "Transfer"
of a security if such person directly or indirectly: (i) sells, pledges,
encumbers, grants an option with respect to, transfers or
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disposes of such security or any interest in such security; or (ii) enters
into an agreement or commitment providing for the sale of, pledge of,
encumbrance of, grant of an option with respect to, transfer of or
disposition of such security or any interest therein.
2. Registration Rights under the Securities Act.
(a) Demand Registration Rights.
(i) At anytime after the Effective Time, upon receipt by MDSI of
a written request therefor from the Shareholder delivered on or before
the first anniversary of the Effective Time, MDSI shall use
commercially reasonable efforts to prepare and file with the
Commission as soon as practicable (the date of such filing being
hereinafter referred to as the "Filing Date"), a "shelf" registration
statement on Form F-3 or Form S-3, the choice of which such form shall
be in MDSI's sole discretion, (or, in MDSI 's sole discretion, on any
appropriate form under the Securities Act as may then be available to
MDSI ) relating to the resale of up to twenty percent (20%) of the
Registrable Securities held by the Shareholder as of the Effective
Time, such number of Registrable Securities to be reduced by the
number of MDSI Common Shares sold by the Shareholder prior to the
effective date of such registration statement) in accordance with the
methods of distribution set forth in such registration statement
(which shall not include, without the consent of MDSI (which may be
granted or withheld in MDSI 's sole discretion) an underwritten
offering) and Rule 415 under the Securities Act (hereafter, the "Shelf
Registration Statement"), and shall use commercially reasonable
efforts to cause the Shelf Registration Statement to be declared
effective by the Commission as soon as reasonably practicable
thereafter.
(ii) MDSI shall be obligated to prepare, file and cause to be
effective only one (1) Shelf Registration Statement pursuant to
Section 2(a)(i).
(iii) MDSI agrees to use commercially reasonable efforts to keep
the Shelf Registration Statement continuously effective for ninety
(90) days or until the distribution described in the Shelf
Registration Statement has been completed, whichever period is
shorter, provided that the period for which the Shelf Registration
Statement is to be kept effective shall be extended by one day for
every day sales of securities pursuant to the Shelf Registration
Statement are suspended pursuant to Section 2(a)(iv) hereof.
(iv) Without limiting the provisions of Section 2(a)(iii), the
Shareholder agrees, if so requested by MDSI, not to effect any offer
or sale of MDSI Shares pursuant to the Shelf Registration Statement,
or otherwise, or engage in any hedging or other transaction intended
to reduce or transfer the risk of ownership for any period deemed
necessary (x) by MDSI or any underwriter in connection with any
registered offering of MDSI Common Shares; provided however, that such
period shall not be in excess of 180 days after the effective date of
such registration statement or such shorter period as may be
applicable to directors and executive officers at MDSI with respect to
such offering or (y) by MDSI in connection with any proposal or plan
by MDSI to engage in any material financing or material acquisition or
disposition by MDSI or any subsidiary thereof of the capital stock or
substantially all the assets of any other person (other than in the
ordinary course of business), any tender offer or any merger,
consolidation, corporate reorganization, strategic partnership
arrangement or restructuring or other similar transaction (each, a
"Business Combination") material to MDSI and its subsidiaries taken as
a whole; provided, however, that any such period shall not be in
excess of 120 days. Any period within the Effective Period during
which MDSI fails to keep the Shelf Registration Statement effective
and usable for resales of MDSI Common Shares, or requires pursuant to
this Section 2(a)(iv) that the Shareholder not effect sales of MDSI
Common Shares pursuant to the Shelf Registration Statement, is
hereafter referred to as a "Suspension Period". A Suspension Period
shall commence on the date set forth in a written notice by MDSI to
the Shareholder that the Shelf Registration Statement is no longer
effective or that the prospectus included in the Shelf Registration
Statement is no longer usable for resales of MDSI Shares or, in the
case of a suspension pursuant to this Section 2(a)(iv) the date
specified in the notice delivered by MDSI
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pursuant to this Section 2(a)(iv), and shall end on the date when each
Shareholder covered by the Shelf Registration Statement either
receives the copies of the supplemented or amended prospectus
contemplated by Section 2(c)(ii) or is advised in writing by MDSI that
use of the prospectus or sales may be resumed. The undersigned
Shareholder also agrees that (i) in the event that any Registrable
Securities held by the Shareholder are registered by MDSI pursuant to
this Agreement, the Shareholder will not effect any offer or sale of
MDSI Common Shares, except pursuant to an effective registration
statement filed pursuant to Section 2(a) or (b) hereof, prior to the
twelve month anniversary of the Effective Time and (ii) at any time
such Shareholder is an employee, consultant or a director of MDSI,
such Shareholder will be subject to and comply with the policies of
MDSI regarding purchases and sales of MDSI Common Shares copies of
which have been provided to the Shareholder in connection with this
Agreement. The Shareholder acknowledges that such policy may be
changed by MDSI from time to time.
(b) Piggyback Registration Rights.
(i) Each time MDSI shall determine to proceed with the actual
preparation and filing of a registration statement under the
Securities Act in connection with the proposed offer and sale for cash
of any of its securities by it or any of its security holders (other
than a registration statement on Form S-8, Form S-4 or other
limited-purpose form), MDSI will give written notice of their
determination to the Shareholder. Upon the written request of the
Shareholder given within thirty (30) days after the date of mailing of
any such notice from MDSI, MDSI will, except as herein provided, cause
up to twenty percent (20%) of the Registrable Securities held by the
Shareholder (less the number of MDSI Common Shares sold by the
Shareholder pursuant to any registration statement), the registration
of which is requested to be included in such registration statement,
all to the extent requisite to permit the sale or other disposition by
the Shareholder to be so registered; provided, however, that nothing
herein shall prevent MDSI from, at any time, with or without notice,
abandoning or delaying any registration.
(ii) If any registration pursuant to this Section 2(b) is
underwritten in whole or in part, MDSI may require that the
Registrable Securities included in the registration be included in the
underwriting on the same terms and conditions as the securities
otherwise being sold through the underwriters. If, in the good faith
judgment of the managing underwriter of the Public Offering, the
inclusion of all of the Registrable Securities originally covered by
requests for registration would reduce the number of shares to be
offered by MDSI or interfere with the successful marketing of the
shares offered by MDSI, the number of Registrable Securities to be
included in the Offering may be reduced pro rata among the holders of
all Registrable Securities proposed to be included in the
registration, in the proportion that the number of MDSI Common Shares
held by each holder proposing to include MDSI Common Shares in the
registration statement bears to the total number of common shares held
by all such holders. MDSI does hereby represent that, other than as
provided in this Agreement, there are no holders of shares of capital
stock of MDSI that have any registration rights superior to those of
the Registrable Securities. MDSI hereby covenants that it shall not
grant any person registration rights with respect to shares of capital
stock of MDSI that are superior to the rights of the Holders
hereunder.
(c) Registration Procedures. If and whenever MDSI is required by the
provisions of Sections 2(a) and 2(b) to effect the registration of
Registrable Securities under the Securities Act, MDSI will use commercially
reasonable efforts to effect the registration and sale of such Registrable
Securities in accordance with such reasonable methods of disposition as may
be specified in writing by the Shareholder participating therein. Without
limiting the foregoing, MDSI in each such case will, as expeditiously as is
commercially reasonable:
(i) cause the registration statement and the related prospectus
and any amendment or supplement thereto, as of the effective date of
the registration statement, or such amendment or supplement, (A) to
comply in all material respects with the applicable requirements of
the Securities Act and the rules and regulations of the Commission
promulgated under the Securities Act and (B) not to contain any untrue
statement of a material fact or omit to state a material fact
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required to be stated therein or necessary to make the statements
therein in the light of all the facts and circumstances not
misleading;
(ii) promptly prepare and file with the Commission such
amendments and supplements to the registration statement and the
prospectus used in connection with the registration statement as may
be necessary to keep the registration statement effective and to
comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by the registration
statement until the earlier of such time as all such Registrable
Securities have been disposed of in accordance with the intended
methods of disposition by the Shareholder or shareholders thereof set
forth in the registration statement (which shall not include, without
the consent of MDSI (which may be granted or withheld in MDSI's sole
discretion) an underwritten offering) or a date calculated as
described in Section 2(a)(iii) hereof; provided that if the Board of
Directors of MDSI in its judgment determines that amending the
registration statement or supplementing the prospectus would require
disclosure of information at a time that would be detrimental to MDSI,
then notwithstanding this Section 2(c)(ii) MDSI may defer such
amendment or supplement for up to 120 days, provided that: (a) MDSI
shall not use such right of deferral with respect to any registration
statement for more than an aggregate of 120 days in any 12-month
period; and (b) the number of days MDSI is required to keep the
registration statement effective shall be extended by the number of
days for which MDSI shall have used such right of deferral;
(iii) furnish to the Shareholder one conformed copy of the
registration statement and of each such amendment and supplement
thereto (in each case including all exhibits) and one of each document
incorporated by reference therein and such number of copies of the
prospectus included in the registration statement (including any
summary prospectus);
(iv) use its best efforts to register or qualify all Registrable
Securities and other securities covered by the registration statement
under such securities or Blue Sky laws of the states of the United
States as each Shareholder shall reasonably request, to keep such
registration or qualification in effect for so long as the
registration statement remains in effect (subject to the limitations
in Section 2(a)), except that MDSI shall not for any such purpose be
required to qualify generally to do business as a foreign corporation
in any jurisdiction in which it is not and would not, but for the
requirements of this Section 2(c)(iv), be obligated to be so
qualified, or to subject itself to taxation in any such jurisdiction,
or to consent to general service of process in any such jurisdiction;
(v) immediately notify the Shareholder, at any time when a
prospectus or prospectus supplement relating thereto is required to be
delivered under the Securities Act, upon discovery that, or upon the
happening of any event as a result of which, the prospectus included
in the registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, which untrue statement or omission requires amendment of the
registration statement or supplementation of the prospectus, and
(subject to Section 2(a)(iv) and Section 2(c)(ii) hereof) promptly
thereafter prepare and furnish to such Shareholder a reasonable number
of copies of a supplement to or an amendment of such prospectus as may
be necessary so that, as thereafter delivered to the purchasers of
such Registrable Securities such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the facts and circumstances
then existing; provided, however, that the Shareholder agrees that
such Shareholder will not sell any Registrable Securities pursuant to
the registration statement during the time that MDSI is preparing and
filing with the Commission a supplement to or an amendment of such
prospectus or registration statement;
(vi) otherwise use commercially reasonable efforts to comply with
all applicable rules and regulations of the Commission; and
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(vii) provide and cause to be maintained a transfer agent and
registrar for all Registrable Securities covered by the registration
statement from and after a date not later than the effective date of
the registration statement and cause all such Registrable Securities
to be listed on such national securities exchange or automated system
on which the class of Registrable Securities is then listed.
The Shareholder shall furnish to MDSI such information regarding such
Shareholder and the distribution of such Registrable Securities as MDSI
may from time to time reasonably request in connection therewith, and
if the Shareholder fails to do so within a reasonable time after MDSI
requests such information, MDSI may exclude such Shareholder's
Registrable Securities from such registration.
(d) Transfer of Registration Rights. The rights of Shareholder under
this Agreement may not be transferred except (i) to a transferee who is the
heir of Shareholder, the personal representative of Shareholder's estate or
a revocable trust voluntarily established by such Shareholder primarily for
his benefit, and (ii) by Shareholder to any Affiliate of Shareholder to
which any of the shares owned by Shareholder are transferred; provided,
however, that (x) MDSI is given written notice by such Shareholder at the
time of such assignment and transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights
under this Agreement are being assigned and transferred, and (y) the
transferee executes such documents as MDSI may request evidencing the
transferee's agreement to be bound by the restrictions herein.
(e) General Indemnification. In connection with any registration or
qualification of the Registrable Securities under this Agreement (i) MDSI
shall indemnify and hold harmless the Shareholder, including but not
limited to each person or entity, if any, who controls the Shareholder
within the meaning of Section 15 of the Securities Act, against all losses,
claims, damages, liabilities and expenses (including but not limited to
reasonable expenses incurred in investigating, preparing and defending
against any claim) to which the Shareholder or such controlling person may
become subject under the Securities Act, the Exchange Act or otherwise,
insofar as the same arise out of or are based upon or are caused by any
untrue statement or alleged untrue statement of a material fact contained
in any registration statement or prospectus (as amended or supplemented if
MDSI shall have furnished any amendments or supplements thereto) furnished
pursuant to this Agreement or insofar as the same arise out of are based
upon or are caused by any omission or alleged omission to state therein a
material fact require to be stated therein or necessary to make the
statement therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are ultimately determined to have arisen
out of or were based upon or were caused by any untrue statement or alleged
untrue statement or omission or alleged omission based upon written
information furnished to MDSI by or on behalf of Shareholder or any such
control person for inclusion in any registration statement or prospectus
(and any amendments or supplements thereto); provided, however, that MDSI
shall not be liable in any such case to the extent that any such losses
arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission in the final prospectus, if such
untrue statement or alleged untrue statement or omission or alleged
omission is corrected in an amendment or supplement to the final prospectus
and such Shareholder thereafter fails to deliver such final prospectus as
so amended or supplemented prior to or concurrently with the sale of the
Registrable Securities covered by the registration statement to the person
asserting such losses after MDSI had furnished such Shareholder with a
sufficient number of copies thereof in a manner and at a time sufficient to
permit delivery of the same by such Shareholder, and (ii) Shareholder shall
indemnify MDSI, its affiliates, any person who signed any registration
statement, and their respective officers, directors and control persons
against all such losses, claims, damages, liabilities and expenses
(including but not limited to reasonable expenses incurred in
investigating, preparing and defending against any claim) insofar as the
same arise out of or are based upon or are caused by any such untrue
statement or alleged untrue statement or any such omission or alleged
omission based on written information furnished to MDSI by or on behalf of
such Shareholder or any such control person for the inclusion in any
registration statement or prospectus (and any amendments or supplements
thereto).
(f) Notice of, and Procedures for, Collecting Indemnification.
Promptly upon receipt by a party indemnified under this Agreement of notice
of the commencement of any action against such indemnified party in respect
of which indemnity or reimbursement may be sought against any indemnifying
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party under this Agreement, such indemnified party shall notify the
indemnifying party in writing of the commencement of such action, but the
failure to so notify the indemnifying party shall not relieve it of any
liability which it may have to any indemnified party otherwise than under
this Agreement unless such failure shall materially and adversely affect
the defense of such action. In case notice of commencement of any such
action shall be given to the indemnifying party as above provided, the
indemnifying party shall be entitled to participate in and, to the extent
it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense of such action at its own expense, with counsel
chosen by it and reasonably satisfactory to such indemnified party. The
indemnified party shall have the right to employ separate legal counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel (other than reasonable expenses incurred in
investigating, preparing and defending against any claim) shall be paid by
the indemnified party unless (a) the indemnifying party agrees to pay the
same, (b) the indemnifying party fails to assume the defense of such action
with counsel reasonably satisfactory to the indemnified party (in such case
the indemnifying party shall not have the right to assume the defense of
such action on behalf of such indemnified party), or (c) the named parties
to any such action (including any impleaded parties) have been advised by
such counsel that representation of such indemnified party and the
indemnifying party by the same counsel would be inappropriate under
applicable standards of professional conduct (in which case the
indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party). In the event that either of
the circumstances described in clauses (b) and (c) of the sentence
immediately preceding shall occur, the indemnified party shall have the
right to select a separate counsel and to assume such legal defense and
otherwise to participate in the defense of any such action, with the
expenses and fees of such separate counsel and other expenses related to
such participation to be reimbursed by the indemnifying party as incurred.
No indemnifying party shall be liable for any settlement entered into with
its consent, which consent shall not be unreasonably withheld or delayed.
3. Agreement to Vote Shares. At every meeting of the shareholders of the
Company called, and at every adjournment thereof, and on every action or
approval by written consent of the shareholders of the Company, the undersigned
Shareholder (in his or her capacity as such) shall cause the Shares to be voted
in favor of approval of the Reorganization Agreement and the Merger; in favor of
each of the other transactions contemplated by the Reorganization Agreement; in
favor of any matter that could reasonably be expected to facilitate the Merger;
and against any matter that is inconsistent with the prompt consummation of the
Merger and other transactions contemplated by the Reorganization Agreement.
4. Irrevocable Proxy. Concurrently with the execution of this Agreement,
Shareholder agrees to execute and deliver to MDSI a proxy in the form attached
hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the fullest
extent permissible by law, with respect to the Shares.
5. Representations and Warranties of the Shareholder. Shareholder (a) is
the sole beneficial owner of the Shares and the options and warrants to purchase
Shares indicated on the final page of this Agreement, free and clear of any
liens, claims, options, rights of first refusal (except as may be held by the
Company), co-sale rights, charges or other encumbrances; and (b) has full power
and authority to make, enter into and carry out the terms of this Agreement and
the Proxy.
6. Additional Documents. Shareholder (in his or her capacity as such)
hereby covenants and agrees to execute and deliver any additional documents
necessary or desirable, in the reasonable opinion of MDSI, to carry out the
intent of this Agreement.
7. Consent and Waiver. Shareholder (not in his capacity as a director or
officer of the Company) hereby gives any consents or waivers that are reasonably
required for the consummation of the Merger under the terms of any agreements to
which Shareholder is a party or pursuant to any rights Shareholder may have.
8. Legending of Shares. If so requested by MDSI, Shareholder agrees that
the Shares shall bear a legend stating that they are subject to this Agreement
and to an irrevocable proxy. Shareholder agrees that Shareholder shall not
Transfer the Shares without first having the aforementioned legend affixed to
the certificates representing the Shares.
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9. Miscellaneous.
(a) Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
(b) Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement
nor any of the rights, interests or obligations of the parties hereto may
be assigned by either of the parties without prior written consent of the
other.
(c) Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of
a written agreement executed by the parties hereto.
(d) Waiver. No waiver, alteration or modification of any of the
provisions of this Agreement shall be binding unless in writing and signed
by the parties hereto. No failure or delay by any party in executing any
right, power or privilege hereunder shall operate as a waiver hereof, nor
shall any single or partial exercise hereof preclude any other or future
exercise hereof or the exercise of any other right, power or privilege
hereof.
(e) Specific Performance; Injunctive Relief. The parties hereto
acknowledge that MDSI shall be irreparably harmed and that there shall be
no adequate remedy at law for a violation of any of the covenants or
agreements of Shareholder set forth herein. Therefore, it is agreed that,
in addition to any other remedies that may be available to MDSI upon any
such violation, MDSI shall have the right to enforce such covenants and
agreements by specific performance, injunctive relief or by any other means
available to MDSI at law or in equity.
(f) Notices. All notices and other communications pursuant to this
Agreement shall be in writing and deemed to be sufficient if contained in a
written instrument and shall be deemed given to a party if delivered
personally, telecopied, sent by nationally recognized overnight courier or
mailed by registered or certified mail (return receipt requested), postage
prepaid, to such party at his, her, or its address set forth below (or at
such other address for a party as shall be specified by like notice):
If to MDSI: MDSI Mobile Data Solutions Inc.
10271 Shellbridge Way
Richmond, British Columbia V6X 2WB
Attention: Glen Kumoi, General Counsel
Telephone: (604) 207-6000
Facsimile: (604) 207-6060
With a copy to: Dorsey & Whitney LLP
U.S. Bank Centre
1420 Fifth Avenue, Suite 3400
Seattle, WA 98101
Attention: Randal R. Jones
Telephone: (206) 903-8800
Facsimile: (206) 903-8820
If to Shareholder: To the address for notice set forth on
the signature page hereof.
(g) Governing Law. The laws of the State of Missouri shall govern this
Agreement, without reference to rules of choice of law or conflicts of
laws.
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(h) Entire Agreement. This Agreement and the Proxy contain the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties
with respect to such subject matter.
(i) Effect of Headings. The Section headings are for convenience only
and shall not affect the construction or interpretation of this Agreement.
(j) Facsimile; Counterparts. This Agreement may be executed by
facsimile and in one or more counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
agreement.
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[SIGNATURE PAGE TO
VOTING, LOCKUP AND REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
MDSI MOBILE DATA SOLUTIONS INC.
By: ----------------------------------
Signature of Authorized Signatory
Name: ----------------------------------
Title: ---------------------------------
THE SHAREHOLDER
By:
Name: --------------------------------
Title: ------------------------------
Address: ----------------------------
Phone: ------------------------------
Fax: --------------------------------
Shares beneficially owned:
shares of Company common stock
shares of Company common stock issuable upon exercise of
outstanding options or warrants
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned Shareholder of Connectria Corporation, a Missouri
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by law) appoints Kenneth Miller, Robert Cruickshank and Glenn Kumoi, and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to vote and exercise all voting
and related rights (to the full extent that the undersigned is entitled to do
so) with respect to all of the shares of capital stock of the Company that now
are or hereafter may be beneficially owned by the undersigned, and any and all
other shares or securities of the Company issued or issuable in respect thereof
on or after the date hereof (collectively, the "Shares") in accordance with the
terms of this Proxy. The Shares beneficially owned by the undersigned
Shareholder of the Company as of the date of this Proxy are listed on the final
page of this Proxy. Upon the undersigned's execution of this Proxy, any and all
prior proxies given by the undersigned with respect to any Shares are hereby
revoked and the undersigned agrees not to grant any subsequent proxies with
respect to the Shares until after the Expiration Date (as defined below).
This Proxy is irrevocable (to the fullest extent permitted by Missouri
law), is coupled with an interest and is granted pursuant to that certain Voting
and Lockup Agreement of even date herewith by and among MDSI Mobile Data
Solutions Inc., a Canadian corporation ("MDSI") and the undersigned Shareholder
(the "Voting and Lockup Agreement"), and is granted in consideration of MDSI
entering into that certain Agreement and Plan of Reorganization (the
"Reorganization Agreement"), among MDSI, MDSI Acquisition Corporation, a
Delaware corporation and a wholly-owned subsidiary of MDSI ("Merger Sub"), the
Company, and certain Principal Shareholders of the Company. The Reorganization
Agreement provides for the merger of Merger Sub with and into the Company in
accordance with its terms (the "Merger"). As used herein, the term "Expiration
Date" shall mean the earlier to occur of (i) such date and time as the
Reorganization Agreement shall have been validly terminated pursuant to Section
8 thereof or (ii) such date and time as the Merger shall become effective in
accordance with the terms and provisions of the Reorganization Agreement.
Capitalized terms not defined herein shall have the meanings ascribed to them in
the Reorganization Agreement.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual, special or adjourned meeting of Shareholders
of the Company and in every written consent in lieu of such meeting in favor of
approval of the Reorganization Agreement and the Merger, in favor of each of the
other transactions contemplated by the Reorganization Agreement, in favor of any
matter that could reasonably be expected to facilitate the Merger and against
any matter that is inconsistent with the prompt consummation of the Merger or
other transactions contemplated by the Reorganization Agreement.
The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. The undersigned Shareholder may vote the
Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is irrevocable (to the fullest extent permitted by Missouri law)
as it is coupled with an interest. This Proxy shall terminate, and be of no
further force and effect, automatically upon the Expiration Date.
Dated: _____________, 2000
-------------------------------------------
Signature of Shareholder:
-------------------------------------------
Print Name of Shareholder:
10
<PAGE>
Shares beneficially owned:
________ shares of the Company common stock
________ shares of the Company common stock
issuable upon exercise of outstanding
options or warrants
