0000913355-02-000042 Sample Contracts

AMENDMENT NO. 2 TO THE SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
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R E C I T A L S - - - - - - - -
Non-Competition Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
RECITALS
Investors' Rights Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • Delaware
INVESTORS’ RIGHTS AGREEMENT
Investors' Rights Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York

This INVESTORS’ RIGHTS AGREEMENT is made as of the 3rd day of May, 2002, by and among THE ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation (the “Company”), OPTIMARK INNOVATIONS INC.., a Delaware corporation (the “Investor”) and those individuals listed on Schedule A hereto each of which is herein referred to as a “Identified Shareholder”. The Company, the Investor and each Identified Shareholder are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

Exhibit 4.4 ----------- INTERCREDITOR, SUBORDINATION AND STANDSTILL AGREEMENT
Intercreditor, Subordination and Standstill Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
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