Cyop Systems International Inc Sample Contracts

EXHIBIT 23.1
Triple 8 Development Corp • April 27th, 2000
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EXHIBIT 10.1 THIS SHARE PURCHASE AGREEMENT is made the 3rd day of November, 2000, AMONG:
Share Purchase Agreement • October 30th, 2001 • Cyop Systems International Inc • Blank checks • Nevada
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2005 by and between CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration 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”).

AMENDED AND RESTATED SECURITY AGREEMENT
Security 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”).

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey

THIS AGREEMENT dated as of the 2nd day of September 2005 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and CYOP SYSTEMS INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

EXHIBIT 1.2
Distribution Agreement • April 15th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia
ESCROW AGREEMENT
Escrow 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”).

CYOP SYSTEMS INTERNATIONAL, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey

The undersigned, Cyop Systems International, Inc., a Nevada corporation (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:

ESCROW AGREEMENT
Escrow Agreement • September 15th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 2, 2005 by CYOP SYSTEMS INTERNATIONAL, INC., a Nevada corporation (the “Company”); CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”); and DAVID GONZALEZ, ESQ. (the “Escrow Agent”).

MANAGEMENT AGREEMENT
Management Agreement • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia

CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Suite 406, 1040 Hamilton Street, Vancouver, British Columbia.

CONSULTING AGREEMENT
Consulting Agreement • February 24th, 2005 • Cyop Systems International Inc • Services-computer integrated systems design

THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the date it is signed by the last to sign as set forth below by and between JOHN T. NOVAK (the “Consultant”) whose address is #26 Vysoka Street, Bratislava 81106, Slovakia and CYOP SYSTEMS INTERNATIONAL INC. (the “Client”) whose principal office address is 1090 Homer Street, Suite 390, Vancouver, BC V6B 2W9, Canada.

TERMINATION AGREEMENT
Termination 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”).

2nd AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 28th, 2006 • Cyop Systems International Inc • Services-computer integrated systems design

Amendment (“Amendment”) dated June 22, 2006 by and between CYOP Systems International, Inc. (“Purchaser”), a Nevada corporation with a principal address of 1022 Sixth Street, Unit A, Hermosa Beach, CA 90254-4819, FutureBet Systems, Inc., properly known as FB Systems, Inc. (“Seller”), a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies and FB Software, Ltd. (“Owner”) a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies, to Asset Purchase Agreement (“APA”) by and between Purchaser and Seller dated November 16, 2005.

SOFTWARE ACQUISITION AGREEMENT
Software Acquisition Agreement • July 9th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia

AND WHEREAS Purchaser desires to acquire an interest in the Work as specified in Schedule "A" for the purposes of reproducing, marketing and distributing such Work in order to obtain income therefrom;

To: Triple 8 Development Corporation Suite 2901, 1201 Marinaside Crescent Vancouver, British Columbia V6Z 2V2 And to: The Nevada Agency and Trust Company Suite 880, 50 West Liberty Street Reno, Nevada 89501 RE: SHARE SUBSCRIPTION AGREEMENT Please...
Triple 8 Development Corp • September 21st, 2000 • Blank checks

Please issue shares of your common stock in the amounts and name(s) shown below. My signature acknowledges that I have read the prospectus dated September 19, 2000, and am aware of the risk factors contained in the prospectus. I represent that I have relied solely on the contents of the prospectus in making an investment decision to purchase the shares offered by Triple 8 Development Corporation, and I have not relied on any other statements made by or with regard to the company in connection with its anticipated operations or financial performance.

IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
Securities Purchase Agreement • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design
MANAGEMENT AGREEMENT
Management Agreement • March 1st, 2004 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia

CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Suite 406, 1040 Hamilton Street, Vancouver, British Columbia.

MARKETING, DEVELOPMENT & DISTRIBUTION AGREEMENT
Distribution Agreement • July 9th, 2002 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia

WHEREAS pursuant to the software acquisition agreement between Cyop Systems Inc. and the Vendor made as of even date herewith (the "Software Acquisition Agreement"), Cyop Systems Inc sold and Vendor purchased from Cyop Systems Inc. certain computer software as more particularly set out in the Software Acquisition Agreement of even date;

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AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 17th, 2006 • Cyop Systems International Inc • Services-computer integrated systems design

Amendment (“Amendment”) dated ___ May 2006 by and between CYOP Systems International, Inc. (“Purchaser”), a _______________ corporation with a principal address of 1022 Sixth Street, Unit A, Hermosa Beach, CA 90254-4819, FutureBet Systems, Inc., properly known as FB Systems, Inc. (“Seller”), a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies and FB Software, Ltd. (“Owner”), a Nevis corporation with a registered address of PO Box 642, Main Street, Charlestown, Nevis, West Indies, to Asset Purchase Agreement (“APA”) by and between Purchaser and Seller dated 16 November 2005.

CYOP Systems International Inc. a company duly incorporated under the laws of the State of Nevada under Certificate of Incorporation and having a place of business at Golden Cross House, 8 Duncannon Street, Strand, London, WC2N 4JF
Management Agreement • February 14th, 2007 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia

Ocean Eclipse Holdings Inc. a company duly incorporated under the laws of the Province of British Columbia under Certificate of Incorporation and having a place of registration at Suite 203 - 2403 Marine Drive, West Vancouver, BC Canada V7V 1L3. The person who actually performs the work under this agreement will be Patrick Smyth.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 5th, 2006 • Cyop Systems International Inc • Services-computer integrated systems design • British Columbia

WHEREAS, Seller and its subsidiaries offer corporations and entrepreneurs the ability to establish their own customized on-line gaming operations. The Sellers’ line of internet gaming products is collectively referred to as the FutureBet system, the newest version being v2.4;

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