BY AND BETWEEN: OPTIMAL ROBOTICS CORP., a body politic and corporate, having its head office and place of business at 4700 de la Savane, Suite 101, Montreal, Quebec, H4P 1T7 (hereinafter called the "Company")Employment Agreement • April 1st, 2002 • Optimal Robotics Corp • Calculating & accounting machines (no electronic computers) • Quebec
OPTIMAL ROBOTICS CORP. COMMON STOCK UNDERWRITING AGREEMENT ----------------------- GERARD KLAUER MATTISON & CO., INC. THE ROBINSON- HUMPHREY COMPANY, LLC RAYMOND JAMES & ASSOCIATES, INC. As representatives of the several Underwriters named in Schedule...Underwriting Agreement • February 24th, 2000 • Optimal Robotics Corp • Services-computer integrated systems design • New York
EXHIBIT 10.20Asset Purchase Agreement • August 9th, 2004 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • New York
EXHIBIT 10.16Executive Employment Agreement • March 10th, 2004 • Optimal Robotics Corp • Calculating & accounting machines (no electronic computers) • Quebec
EXHIBIT 10.17Executive Employment Agreement • April 30th, 2004 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Quebec
EXHIBIT 10.14Asset Purchase Agreement • October 30th, 2003 • Optimal Robotics Corp • Calculating & accounting machines (no electronic computers)
EXHIBIT 10.21Purchase Agreement • August 9th, 2004 • Optimal Group Inc • Calculating & accounting machines (no electronic computers)
EXHIBIT 10.13Employment Agreement • March 31st, 2003 • Optimal Robotics Corp • Calculating & accounting machines (no electronic computers) • Quebec
EXHIBIT 10.11Employment Agreement • March 31st, 2003 • Optimal Robotics Corp • Calculating & accounting machines (no electronic computers)
EXHIBIT 10.12Employment Agreement • March 31st, 2003 • Optimal Robotics Corp • Calculating & accounting machines (no electronic computers)
Optimal Group Inc.Executive Employment Agreement • November 13th, 2009 • Optimal Group Inc • Services-business services, nec
SETTLEMENT AGREEMENTSettlement Agreement • March 23rd, 2010 • Optimal Group Inc • Services-business services, nec
Settlement Agreement (the “Agreement”) dated March , 2010, among 7293411 Canada Inc. (“Offeror”) and Holden L. Ostrin (“Holden”), Neil Wechsler and Gary Wechsler (collectively, “HNG” and together with Offeror, the “Parties”)
SUPPORT AGREEMENTSupport Agreement • March 23rd, 2010 • Optimal Group Inc • Services-business services, nec
WHEREAS the Offeror, directly or through a wholly-owned direct or indirect subsidiary, wishes to make an offer by way of take-over bid to the shareholders of the Corporation (the “Shareholders”) to purchase all of the outstanding Class “A” shares of the Corporation (the “Shares”), including Shares issuable upon the conversion, exchange or exercise of Options and Warrants, and has agreed with the Corporation to make such offer, all on and subject to the terms and conditions of this Agreement (as defined herein).
PARTY OF THE SECOND PARTMemorandum of Agreement • April 30th, 2004 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Quebec
AGREEMENTAsset Purchase Agreement • October 7th, 2008 • Optimal Group Inc • Services-business services, nec • Quebec
WHEREAS Optimal Payments Inc., Optimal Payments Limited, Optimal Payments Corp. (collectively, the “Vendor”), Optimal Payments (Ireland) Limited (“OPIL”) and 7012985 Canada Inc., on its behalf and/or that of a designee (“7012985”) entered into an Asset Purchase Agreement dated as of August 5, 2008, with the interventions of Card One Plus Ltd. and Optimal Group Inc. (the “Asset Purchase Agreement”), pursuant to which 7012985 agreed to purchase and the Vendor and OPIL agreed to sell all of Purchased Assets (as such term is defined in the Asset Purchase Agreement);
PURCHASE AND SALE OPTION AGREEMENT MADE AS OF FEBRUARY 2, 2009.Purchase and Sale Option Agreement • February 6th, 2009 • Optimal Group Inc • Services-business services, nec • New Jersey
WHEREAS OPC, UBC and Guarantor have entered into a services agreement (the “Services Agreement”) dated as of the date hereof pursuant to which UBC agreed to assume and perform all of the servicing obligations relating to the Purchased Rights (as such expression defined below) on terms set forth in such agreement;
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2007 • Optimal Group Inc • Services-business services, nec
BETWEEN: WOWWEE LIMITED, a corporation incorporated under the laws of Hong Kong, the registered office of which is at Unit 301 A-C, Energy Plaza, 92 Granville Road, Tsimshatsui East, Kowloon, Hong Kong, (“WW Limited”)
UNITED BANK CARD, INC. as Seller - and - OPTIMAL PAYMENTS CORP. as Purchaser RESIDUAL PURCHASE AGREEMENT Dated as of May 6, 2005Residual Purchase Agreement • May 11th, 2005 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • New Jersey
WHEREAS Seller is party to a marketing agreement dated September 3, 2002, as amended (“Marketing Agreement”) with Credit Card Processing USA, Inc., d/b/a MSI Merchant Services, Inc. (“MSI”), which is an independent sales organization (“ISO”) for Merrick Bank (“Merrick”) located in South Jordan, Utah, pursuant to which Seller acts as a sub-ISO to MSI and is entitled to receive a percentage of the residual payments payable from Merrick to MSI in respect of merchants that are referred to Merrick by Seller;
RE: FPA PROCESSING SERVICES INC. - EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2007 • Optimal Group Inc • Calculating & accounting machines (no electronic computers)
Further to our recent conversations, we are pleased to offer you employment with FPA Processing Services Inc. (the “Company”) on the terms and conditions set forth below.
ContractWarrant Agreement • February 6th, 2009 • Optimal Group Inc • Services-business services, nec • New Jersey
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THE COMMON STOCK UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PURCHASE AGREEMENT by and among OPTIMAL PAYMENTS CORP. and NPS HOLDINGS LLC, NPS MANAGER, INC., and THE MEMBERS OF NPS HOLDINGS LLC, dated as of June 18, 2004Purchase Agreement • November 8th, 2004 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Michigan
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 15th, 2007 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Quebec
BY AND BETWEEN: OPTIMAL ROBOTICS Corp., a corporation constituted pursuant to the Canada Business Corporations Act, with a place of business at 4700 de la Savane, Suite 101, in the City of Montreal, Province of Quebec
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 15th, 2007 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Quebec
BY AND BETWEEN: OPTIMAL GROUP INC., a corporation constituted pursuant to the Canada Business Corporations Act, with a place of business at 2, Alexis-Nihon Place, Suite 1700, 3500 de Maisonneuve Blvd. West, in the City of Westmount, Province of Québec H3Z 3C1;
Portfolio Purchase AgreementPortfolio Purchase Agreement • October 11th, 2005 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Illinois
This Portfolio Purchase Agreement (Agreement), dated October 5, 2005, is made effective as of September 30, 2005 (Effective Date), and is entered into between Moneris Solutions, Inc., a Delaware corporation whose principal address is 700 East Lake Cook Road, Buffalo Grove, Illinois 60089 (Seller), and Optimal Payments Corp., a Delaware corporation with offices at 1800 West Loop South #1440 Houston, Texas 77027 (Purchaser).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 11th, 2008 • Optimal Group Inc • Services-business services, nec • Quebec
WHEREAS Vendor is, among others, in the business of processing payments for “card not present” transactions, including Internet, telephone and mail-order transactions (the “Purchased Business”);
WOW WEE LIMITED - and – WOW WEE GROUP COMPANY - and – WOWWEE MARKETING, INC. - and - OPTIMAL GROUP INC. - and - POWER ASSETS PACIFIC LTD. - and - RICHARD YANOFSKY - and - PETER YANOFSKY - and - DAVID GOLDHAR - and -Asset Purchase Agreement • October 2nd, 2007 • Optimal Group Inc • Services-business services, nec
WOW WEE LIMITED, a corporation incorporated under the laws of Hong Kong, the registered office of which is at Unit 301 A-C, Energy Plaza, 92 Granville Road, Tsimshatsui East, Kowloon, Hong Kong (“WW Limited”),
ContractNon-Prosecution Agreement • October 30th, 2009 • Optimal Group Inc • Services-business services, nec
MEMORANDUM OF AGREEMENT made at Montreal, Quebec, on April 2, 2004.Executive Employment Agreement • March 15th, 2005 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • Quebec
BY AND BETWEEN: OPTIMAL ROBOTICS Corp., a corporation constituted pursuant to the Canada Business Corporations Act, with a place of business at 4700 de la Savane, Suite 101, in the City of Montreal, Province of Quebec (hereinafter, the "Corporation");
Dated 27 May 2005 PLACING AGREEMENT RELATING TO PLACING OF ORDINARY SHARES OF FIREONE GROUP PLCPlacing Agreement • June 2nd, 2005 • Optimal Group Inc • Calculating & accounting machines (no electronic computers) • England
Admission the admission of the whole of the ordinary share capital of the Company to trading on AIM becoming effective in accordance with the AIM Rules.
