SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2008, between Octavian Global Technologies, Inc. (f/k/a House Fly Rentals Inc. (OTCBB: HSLY), 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 30, 2008 (the “Effective Date”) by and between OCTAVIAN GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and HARMEN BRENNINKMEIJER (the “Executive”).
OPCO Letterhead]Finder Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others)
This letter agreement (“Agreement”) confirms the terms and conditions upon which Oppenheimer & Co. Inc. (“Oppenheimer”) has introduced potential investors (“Investors”) to Octavian International Ltd. (the “Company”) in connection with a potential private placement of securities of the Company (the “Transaction”). The parties hereto expressly acknowledge that pursuant to this letter agreement Oppenheimer will not provide any other services except for introducing Investors to the Company.
Octavian International Limited ("Octavian")Loan Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New South Wales
Loan Agreement between eBet and Octavian dated 20 June 2007 (the "Agreement") and Deed of Charge between eBet and Octavian dated 15 August 2007 (the "Charge")
FRAMEWORK AGREEMENTFramework Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New York
Ziria Enterprises Limited and PacificNet Games International Corporation and PacificNet Inc. and Octavian International Limited and Emperor Holdings Limited Deed of Amendment in respect of an acquisition agreement relating to the entire issued share...Acquisition Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • England
Octavian International Limited Bury HouseDeed of Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others)
DATED 20 June, 2007 EBET LIMITED - and - OCTAVIAN INTERNATIONAL LIMITED LOAN AGREEMENTLoan Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New South Wales
Subject to the terms of this Agreement, the Lender agrees to make available to the Borrower under this Facility, in accordance with clause 3, a total amount of AUS$2.5 million.
eBet Limited Chargee and Octavian International Limited Chargor Deed of Release in respect of a Charge over Intellectual PropertyDeed of Release • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • London
By this deed, the Chargee (1) unconditionally and irrevocably releases the Charged Property from the charges, mortgages and other security interests created by the Security Document and (2) unconditionally and irrevocably releases and discharges the Chargor from its obligations to the Chargee under the Security Document.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • Nevada
THIS SHARE EXCHANGE AGREEMENT, dated as of October 30, 2008 (this “Agreement”), is made and entered into by and among Octavian INTERNATIONAL LIMITED, a company existing under the laws of the United Kingdom (“Octavian”); HOUSE FLY RENTALS, INC., a Nevada corporation (the “Company”); Robert McCall, the Company’s principal shareholder (the “Company Principal Shareholder”) and the Persons listed on Exhibit A annexed hereto, representing the holders of all of the issued and outstanding securities of Octavian (the “Octavian Shareholders”). Certain capitalized terms used in this Agreement are defined in Exhibit B attached hereto and incorporated herein by reference.
INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENTIp Rights Transfer Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New York
Lilac Advisors, LLC 150 East 58th StreetRight of First Offer Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New York
COMMON STOCK PURCHASE WARRANT OCTAVIAN GLOBAL TECHNOLOGIES, INC.Exhibit • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others)
THIS 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 ______ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Octavian Global Technologies, Inc., a Delaware 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).
DATED: 16th January, 2008 EBET LIMITED (“eBet”) and OCTAVIAN INTERNATIONAL LIMITED (“Octavian”) DEED OF AGREEMENT to restructure and resolve the status of outstanding debts and other liabilitiesDeed of Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New South Wales
OCTAVIAN INTERNATIONAL LIMITED incorporated in the United Kingdom (Company No. 04185988) of Bury House, 1-3 Bury Street, Guildford, Surrey GU2 4AW, UK (“Octavian”).
ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE OCTOBER 30, 2011Exhibit A • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • New York
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount Convertible Debentures of Octavian Global Technologies, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1-3 Bury Street Guildford Surrey, GU2 4AW, United Kingdom, designated as its Original Issue Discount Convertible Debenture due October __, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
AGREEMENT AMONG For the Acquisition of 100% Shares of Octavian International LimitedAcquisition Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • Hong Kong
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:
OCTAVIAN INTERNATIONAL LIMITED and MR OWEN PETER MOFFITT Service Agreement for DirectorService Agreement for Director • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • England
The Executive place of work will be at 1-3 Bury Street, Guildford, Surrey, GU2 4AW or such other place of business as the Company may reasonably require. The Executive may be required to work outside the United Kingdom from time to time but unless otherwise agreed with the Company the Executive will not be required to live outside the United Kingdom.
COMMON STOCK PURCHASE WARRANT OCTAVIAN GLOBAL TECHNOLOGIES, INC.Purchase Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others)
THIS 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 ______ year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Octavian Global Technologies, Inc., a Delaware 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).
EZ Pay® Distributorship AgreementDistributorship Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • Nevada
This Agreement is made and entered into in Hoofddorp, as of this 3 day of October, 2007, between Octavian International Ltd EUR, a company registered in England, located at Bury House, 1-3 Bury Street, Guildford, Surrey GU2 4AW, England (hereinafter the term “Distributor” as used in this Agreement) and IGT-Europe B.V., a Dutch corporation, located at Bijlmermeerstraat 30, 2131 HC Hoofddorp, The Netherlands (hereinafter the term “IGT” as used in this Agreement).
AGREEMENT AND PLAN OF MERGER between HOUSE FLY RENTALS, INC. and OCTAVIAN GLOBAL TECHNOLOGIES, INC. Dated as of October 30, 2008Merger Agreement • November 5th, 2008 • Octavian Global Technologies, Inc. • Real estate agents & managers (for others) • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2008, between House Fly Rentals, Inc., a Nevada corporation ("Parent"), and Octavian Global Technologies, Inc., a Nevada corporation and a direct wholly-owned subsidiary of Parent ("Sub"). Parent and Sub are hereinafter collectively referred to as the "Constituent Corporations."
