Catuity Inc Watch

from 8-K 28 pages Page No. 1 Definitions and Interpretation 2 1.1 Definitions 2 2 Interpretation 4 2.2 Other Rules of Interpretation 4 3 Agreement for Sale and Purchase 5 3.1 Agreement to Sell and Purchase 5 3.2 Title, Property and Risk 5 4 Conduct Before Completion 5 4.1 Conduct of the Business Before Completion 5 4.2 Notice of Change 6 5 Purchase Price 6 5.1 Payment of Consideration 6 5.2 Adjustment for Net Working Capital 6 6 Completion 7 6.1 Date for Completion 7 6.2 Items to Be Delivered by the Vendors at Completion 7 6.3 Board Meeting of the Company 7 6.4 Simultaneous Actions at Completion 7 6.5 All Things Necessary 7 6.6 Employment of Key Employee 7 6.7 Vendors’ Obligation Until Registration 8 6.8 Obligations After Completion 8 6.9 Purchaser’s Obligations 8 6.10 Items to Be Delivered by Catuity at Completion 8 7 Warranties 9 7.1 Vendors’ Warranties 9 7.2 Catuity Warranties 9 7.3 Purchaser Warranties 9 7.4 Acknowledgements 10 7.5 Time Limit on Claim 10 7.6 Maximum and Minimum Amounts 10 7.7 Indemnity 10 8 Confidentiality 11 8.1 Confidentiality 11 8.2 Survival of Confidentiality Obligations 11 8.3 Disclosure to Officers and Professional Advisers 11 9 Gst 11 9.1 Consideration 11 9.2 Gst Gross-Up 11 9.3 Tax Invoice 12 9.4 Indemnity 12 9.5 Reimbursements 12 10 General 12 10.1 Notices 12 10.2 Entire Agreement 13 10.3 Paramountcy of Document 13 10.4 Effect of Termination 13 10.5 No Merger 13 10.6 Attorneys 13 10.7 Amendment 13 10.8 Assignment 13 10.9 Severability 13 10.10 Rights, Remedies Additional 13 10.11 Further Assurances 14 10.12 Costs 14 10.13 Stamp Duty 14

from 8-K 2 pages Satisfaction and Release of Security Interest

from 8-K 2 pages Convertible Promissory Note

from 8-K 6 pages Non-Exclusive Source Code Agreement Between Catuity Inc., a Delaware Corporation and Original Ink LLC, a Virginia Limited Liability Company

from 8-K 6 pages Employment Agreement Between Catuity Inc. and Alfred H. (John) Racine

from 8-K 8 pages Material contract

from 8-K 6 pages Liquidation Agreement

from 8-K 3 pages Joinder Agreement for Security Agreement

from 8-K 4 pages Secured Promissory Note

from 8-K 4 pages Secured Promissory Note

from 8-K ~10 pages Employment Agreement

from 8-K 1 page Consulting Agreement Between Catuity Inc and Original Ink LLC

from 8-K ~10 pages Employment Agreement Dated December 6, 2006

from 8-K ~10 pages Guaranty Pursuant to Securities Purchase Agreement

from 8-K ~20 pages Security Agreement

from 8-K ~20 pages Registration Rights Agreement

from 8-K ~50 pages Material contract

from 8-K ~50 pages Senior Notes Issued

from 8-K ~50 pages Securities Purchase Agreement

from 10KSB 2 pages Amendment to Alfred H. Racine III Employment Agreement With Catuity Inc. Dated September 23, 2004 as Amended Effective September 7, 2005