0001071840-08-000011 Sample Contracts

SERIES F COMMON STOCK PURCHASE WARRANT OCTILLION CORP.
Octillion Corp • March 12th, 2008 • Industrial organic chemicals

THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Octillion Corp., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 12th, 2008 • Octillion Corp • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2008, among Octillion Corp, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 12th, 2008 • Octillion Corp • Industrial organic chemicals

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 8, 2008, between Octillion Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

OCTILLION CORP. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • March 12th, 2008 • Octillion Corp • Industrial organic chemicals • Nevada

THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Octillion Corp., a Nevada corporation (the “Company”), and the following Director of the Company (“Optionee”):

OCTILLION CORP. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • March 12th, 2008 • Octillion Corp • Industrial organic chemicals • Nevada

THIS NONSTATUTORY STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of the date set forth below, by and between Octillion Corp., a Nevada corporation (the “Company”), and the following employee of the Company (“Optionee”):

OCTILLION CORP. Suite 216 – 1628 West 1st Avenue Vancouver, BC V6J 1G1
Octillion Corp • March 12th, 2008 • Industrial organic chemicals • New York
UNIVERSITY OF ILLINOIS [STANDARD] SPONSORED RESEARCH AGREEMENT WITH SUNGEN ENERGY, INC.
Sponsored Research Agreement • March 12th, 2008 • Octillion Corp • Industrial organic chemicals • Illinois

This Agreement is made, effective as of the date of last signature below (hereafter, “Effective Date”), between The Board of Trustees of the University of Illinois (hereafter “Illinois”), a body politic and corporate of the State of Illinois, doing business on its Urbana-Champaign campus through the Grants and Contracts Office at 109 Coble Hall, 801 South Wright Street, Champaign IL 61820 and SunGen Energy, Inc., a corporation organized and existing under the laws of the State of Nevada, with principal offices at Suite 123 – 1628 West 1st Avenue, Vancouver, BC, V6J 1G1 (hereafter “Company”).

AMENDMENT NO. 01 TO SPONSORED RESEARCH AGREEMENT
Sponsored Research Agreement • March 12th, 2008 • Octillion Corp • Industrial organic chemicals

This Amendment No.01 to Research Agreement #2006-07234 is between the Board of Trustees of the University of Illinois (“Illinois”) and Sungen Energy, Inc. (“Company”).

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