EXHIBIT 10.1 THIS SHARE PURCHASE AGREEMENT is made the 3rd day of November, 2000, AMONG:Share Purchase Agreement • October 30th, 2001 • Cyop Systems International Inc • Blank checks • Nevada
EXHIBIT 10.2 SOFTWARE LICENSE, TECHNICAL SUPPORT, AND OPERATION OF CUSTOMER SERVICE & DATA CENTRE AGREEMENT THIS AGREEMENT is made as of the 1st day of September, 2001. BETWEEN: CYOP SYSTEMS INC., a limited liability company incorporated under the...Software License Agreement • October 17th, 2001 • Cyop Systems International Inc • Blank checks • British Columbia
EXHIBIT 10 THIS SHARE PURCHASE AGREEMENT is made the 3rd day of November, 2000, AMONG:Share Purchase Agreement • February 14th, 2001 • Triple 8 Development Corp • Blank checks • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2005 by and between CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 15, 2005, by and among CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 22nd, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of December 15, 2005, by and between CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation with its principal place of business located at 1090 Homer Street, Suite 390, Vancouver, British Columbia, V6B2W9 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).
To: Triple 8 Development Corporation Suite 2901, 1201 Marinaside Crescent Vancouver, British Columbia V6Z 2V2 And to: The Nevada Agency and Trust Company Suite 880, 50 West Liberty Street Reno, Nevada 89501 RE: SHARE SUBSCRIPTION AGREEMENT Please...Share Subscription Agreement • September 21st, 2000 • Triple 8 Development Corp • Blank checks
Please issue shares of your common stock in the amounts and name(s) shown below. My signature acknowledges that I have read the prospectus dated September 19, 2000, and am aware of the risk factors contained in the prospectus. I represent that I have relied solely on the contents of the prospectus in making an investment decision to purchase the shares offered by Triple 8 Development Corporation, and I have not relied on any other statements made by or with regard to the company in connection with its anticipated operations or financial performance.
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January ___, 2004, by and among CYOP SYSTEMS INTERNATIONAL INC., a Nevada corporation, with its principal office located at 1090 Homer Street, Suite 390, Vancouver, British Columbia, V6B2W9 (the “Company”), and the undersigned investors (each, an “Investor” and collectively, the “Investors”).
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
THIS AGREEMENT dated as of the 2nd day of September 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and CYOP SYSTEMS INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).
EXHIBIT 23.1Consent Letter • April 27th, 2000 • Triple 8 Development Corp
CYOP SYSTEMS INTERNATIONAL, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
The undersigned, Cyop Systems International, Inc., a Nevada corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:
ESCROW AGREEMENTEscrow Agreement • December 22nd, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2005 CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
ESCROW AGREEMENTEscrow Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 2, 2005 by CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).
INVESTOR REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2005, by and among CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
EXHIBIT 1.1 SOFTWARE ACQUISITION AGREEMENT THIS AGREEMENT made as of the 14th day of December 2001. BETWEEN: CYOP SYSTEMS INC., a company formed under the laws of Barbados (hereinafter referred to as "Vendor") AND: MITCH WHITE, Residing in the...Software Acquisition Agreement • April 15th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
MANAGEMENT AGREEMENTManagement Agreement • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Suite 406, 1040 Hamilton Street, Vancouver, British Columbia.
CONSULTING AGREEMENTConsulting Agreement • February 24th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the date it is signed by the last to sign as set forth below by and between JOHN T. NOVAK (the “Consultant”) whose address is #26 Vysoka Street, Bratislava 81106, Slovakia and CYOP SYSTEMS INTERNATIONAL INC. (the “Client”) whose principal office address is 1090 Homer Street, Suite 390, Vancouver, BC V6B 2W9, Canada.
TERMINATION AGREEMENTTermination Agreement • December 22nd, 2005 • Cyop Systems International Inc • Services-computer integrated systems design
THIS TERMINATION AGREEMENT (the “Agreement”) is made and entered into effective as of December 15, 2005, by and between CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).
2nd AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 28th, 2006 • Cyop Systems International Inc • Services-computer integrated systems design
Amendment (“Amendment”) dated June 22, 2006 by and between CYOP Systems International, Inc. (“Purchaser”), a Nevada corporation with a principal address of 1022 Sixth Street, Unit A, Hermosa Beach, CA 90254-4819, FutureBet Systems, Inc., properly known as FB Systems, Inc. (“Seller”), a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies and FB Software, Ltd. (“Owner”) a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies, to Asset Purchase Agreement (“APA”) by and between Purchaser and Seller dated November 16, 2005.
SOFTWARE ACQUISITION AGREEMENTSoftware Acquisition Agreement • July 9th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
AND WHEREAS Purchaser desires to acquire an interest in the Work as specified in Schedule "A" for the purposes of reproducing, marketing and distributing such Work in order to obtain income therefrom;
IRREVOCABLE TRANSFER AGENT INSTRUCTIONSIrrevocable Transfer Agent Instructions • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design
EXHIBIT 1.2Marketing, Development & Distribution Agreement • April 15th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
MANAGEMENT AGREEMENTManagement Agreement • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Suite 406, 1040 Hamilton Street, Vancouver, British Columbia.
MARKETING, DEVELOPMENT & DISTRIBUTION AGREEMENTMarketing, Development & Distribution Agreement • July 9th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
WHEREAS pursuant to the software acquisition agreement between Cyop Systems Inc. and the Vendor made as of even date herewith (the "Software Acquisition Agreement"), Cyop Systems Inc sold and Vendor purchased from Cyop Systems Inc. certain computer software as more particularly set out in the Software Acquisition Agreement of even date;
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 17th, 2006 • Cyop Systems International Inc • Services-computer integrated systems design
Amendment (“Amendment”) dated ___ May 2006 by and between CYOP Systems International, Inc. (“Purchaser”), a _______________ corporation with a principal address of 1022 Sixth Street, Unit A, Hermosa Beach, CA 90254-4819, FutureBet Systems, Inc., properly known as FB Systems, Inc. (“Seller”), a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies and FB Software, Ltd. (“Owner”), a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies, to Asset Purchase Agreement (“APA”) by and between Purchaser and Seller dated 16 November 2005.
CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Golden Cross House, 8 Duncannon Street, Strand, London, WC2N 4JFManagement Agreement • February 14th, 2007 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
Ocean Eclipse Holdings Inc. a company duly incorporated under the laws of the Province of British Columbia under Certificate of Incorporation and having a place of registration at Suite 203 - 2403 Marine Drive, West Vancouver, BC Canada V7V 1L3. The person who actually performs the work under this agreement will be Patrick Smyth.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 5th, 2006 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
WHEREAS, Seller and its subsidiaries offer corporations and entrepreneurs the ability to establish their own customized on-line gaming operations. The Sellers’ line of internet gaming products is collectively referred to as the FutureBet system, the newest version being v2.4;
