SUBSCRIPTION AGREEMENT December 31, 2001Subscription Agreement • January 15th, 2002 • Optimark Holdings Inc • Services-business services, nec
SOFTBANK Capital Partners LP, SOFTBANK Capital LP and SOFTBANK Capital Advisors Fund LP (collectively, “SOFTBANK”), severally and not jointly, hereby subscribe for Fifty (50) shares, Forty Nine (49) shares and One (1) share, respectively, of Common Stock, par value $.01 per share (the “Common Stock”), of OTSH, INC., a Delaware corporation (the “Corporation”) for an aggregate purchase price of $250,000.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 15th, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of this 31st day of December, 2001 (the “Effective Date”), is entered into by and among OTSH, Inc., a Delaware corporation (“OTSH”), OptiMark Holdings, Inc., a Delaware corporation (“Holdings”), OptiMark, Inc., a Delaware corporation (“OptiMark”), SOFTBANK Capital Partners LP, a Delaware limited partnership (“Capital Partners”), SOFTBANK Capital LP, a Delaware limited partnership (“SOFTBANK Capital”), and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership (“Capital Advisors”). For purposes of this Agreement each of Capital Partners, SOFTBANK Capital, and Capital Advisors may be referred to as a “SOFTBANK Entity” and, collectively, as the “SOFTBANK Entities”).
SUBSCRIPTION AGREEMENT December 31, 2001Subscription Agreement • January 15th, 2002 • Optimark Holdings Inc • Services-business services, nec
NOVATIONNovation • January 15th, 2002 • Optimark Holdings Inc • Services-business services, nec
This is with reference to (i) the Series E Preferred Stock Purchase Agreement, dated as of June 29, 2001 (as amended on August 16, 2001 and November 16, 2001, the “Purchase Agreement”), by and among OptiMark Holdings, Inc. (the “Company”) and each of the entities named in Exhibit A to the Purchase Agreement, (ii) the Subscription Agreement, dated as of December 31, 2001 (the “Subscription Agreement”), by and among the Company, OptiMark, Inc. (“OI”), SOFTBANK and OTSH, Inc. (“OTSH”) and (iii) the Investor Rights Agreement, dated as of December 31, 2001 (the “Investor Rights Agreement”), by and among the Company, OI, SOFTBANK and OTSH. Defined terms used herein but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
