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”).
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”).
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”).
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”).
