SETTLEMENT AGREEMENTSettlement Agreement • March 23rd, 2010 • 7293411 Canada 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 • 7293411 Canada 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).
LOAN AGREEMENT (the “Agreement”) entered into on February 24, 2010.Loan Agreement • March 23rd, 2010 • 7293411 Canada Inc. • Services-business services, nec
WHEREAS the Borrower has expressed an interest to the Board of Directors of Optimal Group Inc. (the “Target”) to acquire all of the outstanding Class “A” shares of the Target (the “Shares”), including Shares issuable upon conversion, exchange or exercise of options and warrants, at a price of no greater than US$2.40 per Share in cash (the “Proposed Transaction”);
JOINT BID AGREEMENTJoint Bid Agreement • March 31st, 2010 • 7293411 Canada Inc. • Services-business services, nec
THIS JOINT BID AGREEMENT (this “Agreement”) dated as of March 31, 2010 by and among Peter Yanofsky (“PY”), Richard Yanofsky (“RY”), Eric Lau (“EL”) and Choi Chee Ming, also known as Francis Choi, (“FC”) and 7293411 Canada Inc. (“Bidco”) and, together with PY, RY, EL, FC, the “Parties”).
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D7293411 Canada Inc. • March 23rd, 2010 • Services-business services, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of Optimal Group Inc., a Canadian corporation, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13D provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
THIS DEED OF GUARANTEE AND INDEMNITY is made the 24 day of February 2010 BY PETER YANOFSKY, RICHARD YANOFSKY and ERIC LAU all of [ ] (collectively called “the Guarantors”) IN FAVOUR OF:7293411 Canada Inc. • March 31st, 2010 • Services-business services, nec • Hong Kong
CHOI CHEE MING also known as FRANCIS CHOI of Early Light International Centre, No. 9 Ka Fu Close, Sheung Shui, New Territories, Hong Kong (hereinafter called the “Lender”).
