EXHIBIT A --------- AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and...Optimark Holdings Inc • January 16th, 2002 • Services-business services, nec
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
1 EXHIBIT 10.29 WARRANT AGREEMENTWarrant Agreement • May 1st, 2000 • Optimark Technologies Inc • Delaware
1 EXHIBIT 10.12(b) SEVERANCE AGREEMENT This is a legal agreement ("Agreement"), effective as of January 5, 2001, executed by and between John T. Rickard, having an address at 52 Oak View Circle, DWII, Durango, Colorado 81301 ("Dr. Rickard"), and...Severance Agreement • April 17th, 2001 • Optimark Technologies Inc • Services-business services, nec • New York
1 EXHIBIT 10.22 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN...Optimark Technologies Inc • May 1st, 2000
1 EXHIBIT 10.7 OPTIMARK TECHNOLOGIES, INC. 1999 STOCK PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 1999 Stock Plan shall have the same defined meanings in this Stock Option Agreement. 1. NOTICE OF STOCK OPTION...Stock Option Agreement • May 1st, 2000 • Optimark Technologies Inc • New Jersey
Exhibit 4.4 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2000 • Optimark Technologies Inc • New York
RECITALSRegistration Rights Agreement • August 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New York
Exhibit 10.25 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES...Optimark Technologies Inc • May 1st, 2000 • Delaware
SERIES E PREFERRED STOCK PURCHASE AGREEMENT JUNE 29, 2001 2 SERIES E PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 14th, 2001 • Optimark Holdings Inc • Services-business services, nec • New York
EXHIBIT 10.1 Separation Agreement April 11, 2002 Mr. Neil G. Cohen 3 Whittier Way Livingston, NJ 07039 Dear Neil: This letter confirms your resignation from employment as an officer, director, administrator, and/or trustee with OptiMark Holdings, Inc....Separation Agreement • August 26th, 2002 • Optimark Holdings Inc • Services-business services, nec • New Jersey
AMENDMENT NO. 2 TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
1 EXHIBIT 10.23 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN...Optimark Technologies Inc • May 1st, 2000
Exhibit 10.1 ------------ LOAN AGREEMENT This LOAN AGREEMENT ("Loan Agreement") is entered into as of the 6th day of February, 2003 (the "Effective Date") by OptiMark Holdings, Inc., a Delaware corporation ("OptiMark"), SOFTBANK Capital Partners LP,...Loan Agreement • March 12th, 2003 • Optimark Holdings Inc • Services-business services, nec • New York
R E C I T A L S - - - - - - - -Non-Competition Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTRights Agreement • March 12th, 2003 • Optimark Holdings Inc • Services-business services, nec • Delaware
1 EXHIBIT 10.10 OPTIMARK TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT This Agreement is entered into by and between OptiMark Technologies, Inc., a Delaware corporation (the "Company") and Phillip J. Riese (the "Employee"). WHEREAS, the Company desires to...Employment Agreement • May 1st, 2000 • Optimark Technologies Inc • New York
1 EXHIBIT 4.14 REGISTRATION RIGHTS AGREEMENT, dated September 17, 1998 (this "Agreement"), among OptiMark Technologies, Inc., a Delaware corporation (the "Company"), and The Nasdaq Stock Market, Inc. ("Nasdaq"). This Agreement is being executed and...Registration Rights Agreement • May 1st, 2000 • Optimark Technologies Inc • Delaware
AMENDMENT NO. 2 TO THE SERIES A REGISTRATION RIGHTS AGREEMENT AMONG OPTIMARK TECHNOLOGIES, INC. AND CERTAIN STOCKHOLDERS THEREOFOptimark Technologies Inc • May 1st, 2000
1 EXHIBIT 10.14 OPTIMARK TECHNOLOGIES, INC. RESTRICTED STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of December 1, 1998, between OptiMark Technologies, Inc., a Delaware corporation (the "Company"), and Phillip J. Riese (the "Purchaser"). WHEREAS...Restricted Stock Purchase Agreement • May 1st, 2000 • Optimark Technologies Inc • New York
1 EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2000 • Optimark Technologies Inc • Delaware
August 24, 1998 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT, SUCH SECURITIES...Optimark Technologies Inc • May 1st, 2000 • Delaware
1 EXHIBIT 4.15 AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • May 1st, 2000 • Optimark Technologies Inc • Delaware
Exhibit 4.4 ----------- INTERCREDITOR, SUBORDINATION AND STANDSTILL AGREEMENTStandstill Agreement • May 23rd, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
1 EXHIBIT 10.15 OPTIMARK TECHNOLOGIES, INC. STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of December 18, 1998, between OptiMark Technologies, Inc., a Delaware corporation (the "Company"), and Phillip J. Riese (the "Purchaser"). WHEREAS in order...Stock Purchase Agreement • May 1st, 2000 • Optimark Technologies Inc • New York
Exhibit 10.2 ------------ AMENDMENT NO. 3, dated as of August 8, 2002 (the "Amendment") to the EMPLOYMENT AGREEMENT dated as of August 16, 2001 (as previously amended, the "Agreement"), between OPTIMARK HOLDINGS, INC., a Delaware corporation (the...Employment Agreement • December 19th, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
AMENDMENT TO STOCK PURCHASE AGREEMENT, STOCKHOLDERS AGREEMENT AND REGISTRATION RIGHTS AGREEMENTOptimark Technologies Inc • May 1st, 2000 • New York
SECURITIES PURCHASE AGREEMENT by and between THE ASHTON TECHNOLOGY GROUP, INC.Securities Purchase Agreement • February 8th, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
1999 STOCK PLANRestricted Stock Purchase Agreement • June 30th, 2000 • Optimark Technologies Inc • Services-business services, nec • New Jersey
January 27, 1999 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT, SUCH...Security Agreement • May 1st, 2000 • Optimark Technologies Inc • Delaware
WITNESSETH:Agreement and Plan of Merger • June 16th, 2000 • Optimark Technologies Inc • Services-business services, nec
EXHIBIT 10.20 OPTIMARK TECHNOLOGIES INC. AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES This Information Technology Services Agreement ("Agreement"), dated as of May 6, 1999, is by and between OptiMark Technologies Inc., a corporation having a place of...Information Technology Services Agreement • June 16th, 2000 • Optimark Technologies Inc • Services-business services, nec • Ontario
1 EXHIBIT 10.1 REVENUE SHARING AGREEMENT This Revenue Sharing Agreement ("this Agreement") is entered into as of the 27th day of August, 1996, by and between OptiMark Technologies, Inc., a Delaware corporation (the "Company"), and The Pacific Stock...Revenue Sharing Agreement • May 1st, 2000 • Optimark Technologies Inc
SERIES E PREFERRED STOCK PURCHASE AGREEMENT JUNE 29, 2001Series E Preferred Stock Purchase Agreement • January 16th, 2002 • Optimark Holdings Inc • Services-business services, nec • New York
1 EXHIBIT 10.31 DEVELOPMENT, SUBCONTRACT, AND OPERATIONS AGREEMENT This "Development, Subcontract, And Operations Agreement" ("Agreement") is effective as of May 17, 1999 ("Effective Date"), by and among OptiMark, Inc., a corporation organized and...Operations Agreement • April 17th, 2001 • Optimark Technologies Inc • Services-business services, nec • New York
April 23, 1998 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS WARRANT, SUCH SECURITIES...Optimark Technologies Inc • May 1st, 2000 • Delaware
