Optimal Group Non-Prosecution Agreement with SDNY - October 29, 2009

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Optimal Group Non-Prosecution Agreement with SDNY - October 29, 2009

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[Excerpt from NPA document]

"On the understandings specified below, the Office of the United States Attorney for

the Southern District ofNew York (the " Office") will not criminally prosecute Optimal Group Inc. or its subsidiaries (collectively, " Optimal") for any crimes (except for criminal tax violations, as to which this Office cannot and does not make any agreement) related to processing by Optimal, its predecessors, or acquired companies of internet gambling related transactions originating from customers in the United States through and including 2006. This conduct is described more fully in the Statement of Facts, attached hereto as Exhibit A, which is incorporated by reference herein. This Agreement is entered into by Optimal pursuant to authority conveyed by resolution of the Board of Directors of Optimal. A copy of this resolution is attached hereto as Exhibit B. "

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