Octus Inc Sample Contracts

AGREEMENT
Agreement • March 31st, 1997 • Octus Inc • Services-prepackaged software • California
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RESERVE EQUITY FINANCING AGREEMENT
Reserve Equity Financing Agreement • December 11th, 2009 • Octus Inc • Blank checks • New York

THIS AGREEMENT dated as of the 6th day of December 2009 (the “Agreement”) between AGS Capital Group, LLC a New York limited liability corporation (the “Investor”), and Octus, Inc. a corporation organized and existing under the laws of the State of Nevada (the “Company”).

Contract
Restricted Stock Purchase Agreement • August 14th, 2009 • Octus Inc • Blank checks • California
EMPLOYMENT AGREEMENT
Employment  agreement • August 14th, 2009 • Octus Inc • Blank checks • California

This Employment Agreement (“Agreement”) is entered into by and between OCTuS, Inc., a Nevada corporation with principal offices at 719 Second Street, Suite 9, Davis, CA 95616 (“OCTuS” or the “Company”) and John Argo, an individual with primary residence at 1717 4th Ave., Sacramento, CA 95818-3027 (“Employee”) effective as of the 1st day of April, 2009 (the “Effective Date”), as follows:

CONVERTIBLE PROMISSORY NOTE OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT
Octus Inc • November 15th, 2007 • Blank checks • Nevada

OCTUS, INC., (“OCTUS” or “The Company”) a company organized and existing under the laws of Nevada, hereby promises to pay to the order of Sasaima Holdings SA, a corporation domiciled in the Republic of Panama (“Holder”), the sum of One Hundred Thirteen Thousand Seven Hundred Forty-seven United States Dollars (US$113,747.00), together with interest as provided herein.

ACQUISITION AGREEMENT
Acquisition Agreement • February 22nd, 2011 • Octus Inc • Blank checks

This ACQUISITION AGREEMENT is entered into and made effective as of the 15th day of February, 2011 by and between Alternative Energy Partners, Inc., a Florida Corporation ("AEGY") and OCTuS, Inc., a Nevada corporation ("OCTI”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2009 • Octus Inc • Blank checks • New York

REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of December 6, 2009, by and between Octus Inc., a Nevada corporation (the “ Company ”), and AGS Capital Group, LLC, (the “ Investor ”).

Contract
Octus Inc • August 14th, 2009 • Blank checks • California

THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ANY SUCH LAW.

INVESTMENT AGREEMENT
Investment Agreement • February 22nd, 2011 • Octus Inc • Blank checks

This INVESTMENT AGREEMENT is entered into and made effective as of the 15th day of February, 2011 by and between Lin-Han Equity Corporation, a California Corporation ("Lin-Han") and OCTuS, Inc., a Nevada corporation ("OCTI”) together the (“Parties”).

EXCLUSIVE LICENSE AGREEMENT FOR
Exclusive License Agreement • November 23rd, 2009 • Octus Inc • Blank checks • California
Contract
Restricted Stock Purchase Agreement • May 15th, 2009 • Octus Inc • Blank checks • California
OCTUS, INC. CONVERTIBLE SECURED NOTE AND WARRANT PURCHASE AGREEMENT
Convertible Secured Note And • June 16th, 2010 • Octus Inc • Blank checks • California

THIS CONVERTIBLE SECURED NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of June 14, 2010 (the “Agreement Date”), and is entered into by and among Octus, Inc., a Nevada corporation (the “Company”) and the investors listed in Schedule 1 attached hereto (each, an “Investor” and collectively, the “Investors”).

orchid island capital. l.l.C.
Octus Inc • November 10th, 2011 • Blank checks

Commitment Amount: Orchid Island Capital, LLC (the "Purchaser") shall commit to purchase up to five million dollars ($5,000,000) of the Company's common stock (the "Common Stock") from time to time over the course of twenty-four months (24) after an effective registration of the shares (the "Commitment Period"). This commitment is predicated upon the Company filing the requisite SEC Registration Statement, which if the Company does not complete within the Registration Period any commitment from the Purchaser shall be null and void.

License Agreement Non-Exclusive License Agreement Between Octus, Inc. and EcoNexus for ENVIRONMENT IMPACT MANAGER TECHNOLOGY PROPRIETARY AND CONFIDENTIAL
Octus Energy • September 27th, 2011 • Octus Inc • Blank checks • California

This is a non-exclusive license between Octus, Inc. and EcoNexus for the purpose of incorporating EcoNexus technology into Octus SmartPortal and related development efforts.

Contract
Octus Inc • August 14th, 2009 • Blank checks
Contract
Octus Inc • August 14th, 2009 • Blank checks
PROPRIETARY AND CONFIDENTIAL
License Agreement • November 10th, 2011 • Octus Inc • Blank checks • California
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 16th, 2010 • Octus Inc • Blank checks • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated as of June 10, 2010, and is entered into by and between Quantum Energy Solutions, Inc., a California corporation with principal address of 6804 Domingo Drive, Rancho Murieta, California (“Seller”), and Octus, Inc., a company organized under the laws of Nevada with its principal place of business at 803 Second Street, Suite 303, Davis, California (“Buyer”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 8.02.

Orchid Island Capital, L.L.C. Attn: Ronald Davis
Octus Inc • November 10th, 2011 • Blank checks

This letter is to confirm our understanding that the Term Sheet signed 3/29/11 and Promissory Note signed 3/30/11 between Octus Inc and Orchid Island Capital (the ''Term Sheet Agreement" and "Promissory Note") are hereby modified as follows:

PROPRIETARY AND CONFIDENTIAL
License Agreement • September 27th, 2011 • Octus Inc • Blank checks • California

This is a non-exclusive license between Octus, Inc. and EcoNexus for the purpose of incorporating EcoNexus technology into Octus SmartPortal and related development efforts.

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