exv10w3



 





Exhibit 10.3




JOINDER AGREEMENT

for

SECURITY AGREEMENT




     THIS JOINDER AGREEMENT (“Agreement”) is entered into as of July 3, 2007 (the “Effective Date”)
by and among Catuity, Inc., a Delaware corporation (the “Company”), the undersigned subsidiaries of
the Company (each a “Grantor” and collectively and together with the Company the “Grantors”),
Gottbetter Capital Master, Ltd., a Cayman Islands company (“Gottbetter”) and Bridgepointe Master
Fund Ltd., a Cayman Islands company (“Bridgepointe”).



     WHEREAS, the Company entered into a Securities Purchase Agreement with Gottbetter and
Bridgepointe (the “Securities Purchase Agreement”) dated as of November 21, 2006 and in connection
therewith issued Senior Secured Convertible Notes to each of Gottbetter and Bridgepointe dated
November 22, 2006; and



     WHEREAS, in furtherance of the Securities Purchase Agreement, the Grantors entered into a
Security Agreement (the “Security Agreement”) with Gottbetter dated as of November 21, 2006; and



     WHEREAS, the Company is issuing new Secured Promissory Notes to Gottbetter and Bridgepointe
(each a “New Note” and collectively the “New Notes”), each in the amount of $75,000; and



     WHEREAS, the parties to the Security Agreement desire that the security interest granted to
Gottbetter thereunder be expanded to secure all of the Company’s obligations to Bridgepointe under
the New Notes and that the New Note issued to Gottbetter be included as an “Obligation” under the
Security Agreement.



     NOW THEREFORE, in consideration of the foregoing and of the representations, warranties and
covenants set forth in the Security Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. Joinder. Bridgepointe is hereby added as a party to the Security Agreement, by reason
of the New Note issued to Bridgepointe, bound by all the provisions thereof, subject to all the
obligations therein imposed on the Buyer, and entitled to all the rights therein granted to the
Buyer.



This Agreement is being entered into in accordance with Section 10(a) of the Security
Agreement. The undersigned hereby authorize this Agreement, or a copy thereof, to be attached to
the Security Agreement.



2. Security For Obligations. The New Notes are hereby added as “Obligations” under Section
3 of the Security Agreement.



3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.




 









 







4. Notices. All notices, requests, demands and other communications required or permitted
to be given to be given under the Security Agreement shall be given to Bridgepointe at the address
provided in the Schedule of Note Buyers under the Securities Purchase Agreement.



5. Governing Law. Pursuant to Section 10(f) of the Security Agreement, this Agreement
shall be construed, and the rights and liabilities of the parties hereto determined, in accordance
with the internal laws of the State of New York.



6. Captions, Definitions. The captions to this Agreement are for convenience of reference
only and in no way define, limit or describe the scope or intent of this Agreement or any part
hereof, nor in any way affect this Agreement or any part hereof. Capitalized terms not defined
herein shall have the meanings given to them in the Security Agreement.



7. Effective Date. This Agreement shall be effective as of the Effective Date.



8. Counterparts. This Agreement may be executed in several counterparts, which together
shall constitute a single document.




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	CATUITY, INC.	 	LOYALTY MAGIC PTY LIMITED
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Alfred H. (John) Racine
	 	 	 	Name: Alfred H. (John) Racine	 	 	 	 
	 

	 	Title: President and CEO
	 	 	 	Title: Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CHIP APPLICATION TECHNOLOGIES PTY LIMITED	 	CIT CARDS AUSTRALIA PTY LIMITED
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Alfred H. (John) Racine
	 	 	 	Name: Alfred H. (John) Racine	 	 	 	 
	 

	 	Title: Director
	 	 	 	Title: Director	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ACCEPTED AND AGREED TO:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Gottbetter Capital Master, Ltd.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Adam S. Gottbetter	 	 	 	 	 	 	 	 
	 

	 	Title: Director	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Bridgepointe Master Fund Ltd.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Eric Swartz	 	 	 	 	 	 	 	 
	 

	 	Title: Director	 	 	 	 	 	 	 	 







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