ORIGINAL ISSUE DISCOUNT CONVERTIBLE DEBENTURE DUE MAY 14, 2012Octavian Global Technologies, Inc. • May 20th, 2009 • Services-business services, nec • 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 May 14, 2012 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT OCTAVIAN GLOBAL TECHNOLOGIES, INC.Octavian Global Technologies, Inc. • May 20th, 2009 • Services-business services, nec
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).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2009 • Octavian Global Technologies, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 14, 2009 (the “Effective Date”) by and between OCTAVIAN GLOBAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and HARMEN BRENNINKMEIJER (the “Executive”).
STOCKHOLDER AGREEMENTStockholder Agreement • May 20th, 2009 • Octavian Global Technologies, Inc. • Services-business services, nec • New York
THIS STOCKHOLDER AGREEMENT is dated as of May 14, 2009 (this “Agreement”) by and among Octavian Global Technologies, Inc. (the “Company”), Ziria Enterprises Limited (“Ziria”), Harmen Brenninkmeijer (“HB”) and Austrian Gaming Industries GmbH (“AGI” and collectively with Ziria and HB, the “Stockholders”).
CONSENT AND AMENDMENTConsent And • May 20th, 2009 • Octavian Global Technologies, Inc. • Services-business services, nec • New York
THIS CONSENT AND AMENDMENT (this “Agreement”), dated as of May 14, 2009, is entered into by and among Octavian Global Technologies, Inc., a Nevada corporation (the “Company”), and the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement, dated October 30, 2008, by and among the Company and the Holders (the “Purchase Agreement”).
DEBENTURES AND WARRANTS PURCHASE AGREEMENTDebentures and Warrants Purchase Agreement • May 20th, 2009 • Octavian Global Technologies, Inc. • Services-business services, nec • New York
This Debentures and Warrants Purchase Agreement (this “Agreement”), dated as of May 14, 2009, is made by and between Octavian Global Technologies, Inc., a Nevada corporation (the “Company”), and the Purchasers signatory hereto (collectively, the “Purchasers”). Reference is made to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated October 30, 2008, by and among the Company, Austrian Gaming Industries GmBH (“AGI”), Dynamic Decisions Strategic Opportunities (“DDSO”), Rockmore Investment Master Fund Ltd. (“Rockmore”) and Vicis Capital Master Fund (“Vicis”, and collectively with AGI, DDSO and Rockmore, the “Original Purchasers”).
