EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated April 6, 2001Merger Agreement • April 10th, 2001 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Delaware
EXHIBIT 10.21 TENTH AMENDMENT TO LEASE AGREEMENT ---------------------------------- THIS TENTH AMENDMENT TO LEASE AGREEMENT (hereinafter referred to as the "Tenth Amendment") is made as of the 20th day of May, 1998, by and between WEEKS REALTY, L.P....Lease Agreement • March 31st, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
EXHIBIT 9.2 STOCKHOLDERS AGREEMENT BY AND BETWEEN INGENICO, MR. SPENCE AND MR. MOORE DATED AS OF JANUARY 16, 1998.Stockholders Agreement • May 26th, 1998 • Ivi Checkmate Corp • Georgia
BACKGROUND ----------Agreement • March 31st, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec
EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made as of June 25, 1998. B E T W E E N INTERNATIONAL VERIFACT INC., a corporation continued under the laws of Canada, (hereinafter referred to as the "Corporation")Employment Agreement • March 31st, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Ontario
EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2001 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Delaware
EXHIBIT 10.5.7.1 ACKNOWLEDGEMENT AND AMENDING AGREEMENT DATED FEBRUARY 25, 1998, BETWEEN INTERNATIONAL VERIFACT INC. AND GEORGE WHITTONEmployment Agreement • May 26th, 1998 • Ivi Checkmate Corp
EXHIBIT 10.16 THIS MANAGEMENT SERVICES AGREEMENT is made as of the 25th day of June, 1998. B E T W E E N IVI CHECKMATE CORP., a corporation incorporated under the laws of the State of Delaware, (hereinafter individually referred to as the "IVI...Management Services Agreement • March 31st, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Ontario
BACKGROUND ----------Employment Agreement • March 29th, 2001 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
RECITALSRegistration Rights Agreement • July 26th, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
Exhibit F ---------Stock Exchange Agreement • May 27th, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
AGREEMENTEngagement Agreement • March 31st, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
Loan and Security Agreement by and amongLoan and Security Agreement • May 12th, 2000 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
FIRST AMENDMENTAmendment • March 29th, 2001 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
EXHIBIT 99(f) CHECKMATE ELECTRONICS, INC. NON-INCENTIVE STOCK OPTION AGREEMENTNon-Incentive Stock Option Agreement • October 2nd, 1998 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
Amendment to Stockholder Protection Rights Agreement ---------------------------------------Stockholder Protection Rights Agreement • April 10th, 2001 • Ivi Checkmate Corp • Computer peripheral equipment, nec
EXHIBIT 10.7 LATIN AMERICA UNANIMOUS SHAREHOLDERS' AGREEMENT DATED DECEMBER 17, 1996, BETWEEN INGENICO, S.A., INTERNATIONAL VERIFACT INC. AND IVI INGENICO INC.Shareholder Agreement • May 26th, 1998 • Ivi Checkmate Corp • New York
EXHIBIT 10.5.4 FORM OF EMPLOYMENT AGREEMENT BETWEEN INTERNATIONAL VERIFACT INC. AND J. STANFORD SPENCE AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into this day of , 1998, by and between IVI Checkmate Corp., a corporation...Employment Agreement • May 26th, 1998 • Ivi Checkmate Corp • Georgia
EXHIBIT 10.5.8.1 AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENT DATED OCTOBER 1, 1996, BETWEEN INTERNATIONAL VERIFACT INC., LBT INVESTMENTS, INC. AND L. BARRY THOMSONManagement Services Agreement • May 26th, 1998 • Ivi Checkmate Corp
EXHIBIT 10.5.8 MANAGEMENT SERVICES AGREEMENT BETWEEN INTERNATIONAL VERIFACT INC., LBT INVESTMENTS, INC. AND L. BARRY THOMSON DATED AS OF MAY 8, 1996Management Services Agreement • May 26th, 1998 • Ivi Checkmate Corp • Ontario
EXHIBIT 10.5.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED AS OF MARCH 15, 1996, BETWEEN INTERNATIONAL VERIFACT INC. AND GEORGE WHITTONEmployment Agreement • May 26th, 1998 • Ivi Checkmate Corp
WHEREAS, pursuant to Sections 8.1 and 9.10 of the Loan Agreement, the ------------ ---- Prior Borrowers were not permitted to form or own any subsidiary except as set forth on such Prior Borrower's Information Certificate; andSecond Amendment and Waiver • March 29th, 2001 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Georgia
EXHIBIT 10.10 INVESTMENT AGREEMENT DATED DECEMBER 5, 1996, BETWEEN INGENICO, S.A. AND INTERNATIONAL VERIFACT INC., AS AMENDED BY THE AMENDMENT TO INVESTMENT AGREEMENT, DATED DECEMBER 17, 1996, BETWEEN INGENICO, S.A. AND INTERNATIONAL VERIFACT INC.Investment Agreement • May 26th, 1998 • Ivi Checkmate Corp • Ontario
December 5, 1996 TO: INTERNATIONAL VERIFACT INC. 79 Torbarrie Road Toronto, Ontario M3L lG5 Attention: L. Barry Thomson, President and CEO Dear Sirs: SUBSCRIPTION FOR SHARES Subject to the terms and conditions set forth herein, Ingenico, (the "Subscriber") hereby subscribes for 1,439,000 treasury common shares more or less, with the precise number to be that number of common shares in International Verifact Inc. ("IVI") constituting fifteen (15%) percent of the issued and outstanding share capital of IVI, assuming the exercise of all outstanding options granted pursuant to the 1994 Employee Stock Option Plan, as of the Closing Date (the "Purchased Shares"). The purchase price for the Purchased Shares shall be Cdn $6.89 being an amount per share equal to the simple average closing price of the Purchased Shares of IVI on The Toronto Stock Exchange for each of the 30 trading days prior to the date hereof, subject to approval of such price by The Toronto Stock Exchange (the "Subscription P
EXHIBIT 10.11 MARKETING AND DISTRIBUTION AGREEMENT DATED DECEMBER 17, 1996, BETWEEN INGENICO, S.A., INTERNATIONAL VERIFACT INC. AND IVI INGENICO INC.Marketing and Distribution Agreement • May 26th, 1998 • Ivi Checkmate Corp • New York
ARTICLE IStockholder Protection Rights Agreement • July 26th, 1999 • Ivi Checkmate Corp • Computer peripheral equipment, nec • Delaware
EXHIBIT 10.8 TECHNOLOGY LICENSE AGREEMENT DATED DECEMBER 17, 1996, BETWEEN INGENICO, S. A. AND INTERNATIONAL VERIFACT INC.Technology License Agreement • May 26th, 1998 • Ivi Checkmate Corp
EXHIBIT 10.12 ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT BETWEEN INTERNATIONAL VERIFACT INC, IVI CHECKMATE CORP. AND INGENICO S.A. DATED AS OF JANUARY 16, 1998Assignment, Assumption and Consent Agreement • May 26th, 1998 • Ivi Checkmate Corp
EXHIBIT 10.6 MASTER ALLIANCE AGREEMENT DATED DECEMBER 5, 1996, BETWEEN INGENICO, S.A. AND INTERNATIONAL VERIFACT INC.Master Alliance Agreement • May 26th, 1998 • Ivi Checkmate Corp • New York
EXHIBIT 10.9 JOINT DEVELOPMENT AND PROCUREMENT AGREEMENT DATED DECEMBER 17, 1996, BETWEEN INGENICO, S. A. AND INTERNATIONAL VERIFACT INC.Joint Development and Procurement Agreement • May 26th, 1998 • Ivi Checkmate Corp • New York
