0001437749-09-002030 Sample Contracts

RESERVE EQUITY FINANCING AGREEMENT
Reserve Equity Financing Agreement • December 11th, 2009 • Octus Inc • Blank checks • New York

THIS AGREEMENT dated as of the 6th day of December 2009 (the “Agreement”) between AGS Capital Group, LLC a New York limited liability corporation (the “Investor”), and Octus, Inc. a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2009 • Octus Inc • Blank checks • New York

REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of December 6, 2009, by and between Octus Inc., a Nevada corporation (the “ Company ”), and AGS Capital Group, LLC, (the “ Investor ”).

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