Unassociated Document


    CONSENT
AND AMENDMENT

     

    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”).

     

    WHEREAS,
pursuant to the Purchase Agreement, the Holders were issued an aggregate of
$14,285,700 in principal amount of Original Issue Discount Convertible Debenture
due October 30, 2011 (the “Debentures”) and were
issued common stock purchase warrants (the “Warrants”)
exercisable for shares of Common Stock of the Company.

     

    WHEREAS,
the Company has negotiated with Austrian Gaming Industries GmBH (“AGI”) for the
surrender of approximately $6,491,176 of accounts payable (the “Exchange”), in a
contemplated offering of $4 million of new consideration in which certain new
investors set forth on Schedule A attached
hereto (“Third Party
Holders”) may invest in the Company (“Capital Investment”
and together with the Exchange, the “New Financing” and
the new Debentures, new Warrants and new Shares issued under the New Financing,
the “New
Debentures”, the “New Warrants”, the
“New Shares”
and collectively, the “New
Securities”).

     

    WHEREAS,
the Exchange and Capital Investment shall be via the issuance of the New
Securities on the same terms and conditions as provided for under the Purchase
Agreement, provided that the New Debentures issued pursuant to the Exchange
shall not include an original issued discount and shall be immediately converted
into Common Stock upon the closing of the transactions.

     

    WHEREAS,
the Company desires to obtain consents, waivers and amendments from the Holders
with respect to certain provisions and other matters contained in the
Transaction Documents (as defined herein) to ensure the consummation of the New
Financing any other transactions related thereto.

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, each Holder hereby agrees as follows:

     

    1. Consent.  Subject
to the terms and conditions hereunder, each Holder hereby consents to the New
Financing solely with the Third Party Holders set forth on Schedule A and in the
amounts set forth on Schedule A as
contemplated on the terms set forth in term sheet attached hereto as Exhibit A, and the
accompanying spreadsheet and agree that the New Financing does not violate,
conflict with, breach, default (including, but not limited to, on a post
transaction basis, AGI beneficially owning in excess of 50% of the Common Stock
on a non-diluted and fully-diluted basis), or reset any of the rights of the
Holder or obligations of the Company under the Purchase Agreements or other
agreements entered into in connection therewith provided that the New Financing
has closed by May 15, 2009.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.
Amendments.  The
Company and the Holders hereby amend the Purchase Agreement, Debentures and
Warrants as follows:

    


    (a) Rights of Debentures and
Warrants.  The rights and obligations of each Holder and Third
Party Holder and of the Company with respect to the New Debenture, the New
Warrants, the New Shares and the shares of Common Stock issuable under the New
Debentures and New Warrants (the “New Underlying
Shares”) shall be identical, in all respects, to the rights and
obligations of a Purchaser and the Company pursuant to the Purchase Agreement,
provided that the New Debentures issued pursuant to the Exchange shall not
include an original issue discount and shall be immediately converted into
Common Stock on the closing of the transactions (the “New Financing
Agreement”) and the Subscription Amounts, Principal Amounts, New
Debentures, the New Warrants, the New Shares and the New Underlying Shares
issued hereunder shall be aggregated with the Securities issued pursuant to the
Purchase Agreement at the initial closing thereunder.

    


    (b) Novation of Third Party Holders to
Purchase Agreement.  As to any Third Party Holders, the Company
and each Holder acknowledge and agree that (i) any Third Party Holder shall be
henceforth deemed a “Purchaser” under the Purchase Agreement and (ii) a Third
Party Holder shall have all the rights and obligations of a Purchaser under the
Purchase Agreement as fully and to the same extent as if the undersigned was an
original signatory thereto.

    


    (c) Additional “Exempt
Issuances”.  The following issuances shall be deemed Exempt
Issuances under the Purchase Agreement:

    


    (i) Provided
that the New Financing has closed by May 15, 2009, the issuance of the New
Securities pursuant to the New Financing; and

    


    (ii) The
issuance of up to, in the aggregate, 50,000 shares of Common Stock, subject to
adjustment for reverse and forward stock splits and the like, to employees,
agents, sub-contractors and consultants of the Company in lieu of cash
compensation; provided that any such issuances shall reduce the number of shares
of Common Stock issuable under clause (a) of the definition of “Exempt Issuance”
under Section 1.1 of the Purchase Agreement or otherwise available for
reservation as shares of Common Stock underlying any options, warrants,
restricted stock grants or otherwise to employees, officers, directors, advisor
or consultants to the Company, whether pursuant to any stock or option plan or
otherwise, and any issuances thereunder shall reduce the number of shares
of Common Stock issuable hereunder.

    


    3. Reference
is made to that certain Lock-Up Agreement given by Harmen Brenninkmeijer to the
Holders.  Subject to the following persons executing the Lock-Up
Agreements in form and substance attached hereto as Exhibit
A  and deliver a copy of such executed Lock-Up Agreements to
the Holders, the Holders hereby waive the restrictions on transfer set forth
therein made to the following persons in the following amounts:

     

    
      
        	
                Michael
      Stephanov (RU)

              	 	 	30,000	 
	
                Robert
      Dijkstra (UK)

              	 	 	30,000	 
	
                Yury
      Michalov (RU)

              	 	 	20,000	 
	
                Anton
      Makeev (RU)

              	 	 	20,000	 
	
                Oleg
      Gorski (RU)

              	 	 	20,000	 
	
                Helen
      Hedgeland (UK)

              	 	 	15,000	 
	
                Bryan
      Tolladay (CY)

              	 	 	15,000	 
	
                Fabian
      Grous (ARG)

              	 	 	15,000	 
	
                AGI

              	 	 	214,000	 


      

    

     

    
      
        
        

      

      
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    4. Except
as expressly set forth above, all of the terms and conditions of the Transaction
Documents (as defined in the Purchase Agreement) shall continue in full force
and effect after the execution of this Agreement and shall not be in any way
changed, modified or superseded by the terms set forth herein. The Company and
the undersigned Holder agree that execution and delivery of this Agreement shall
serve as the sole form of notice and irrevocable election by the Company and
such Holder solely with respect to the consents and amendments contemplated
hereby and that no further action on the part of the Company or any other person
is required to effect such waiver and amendment except as set forth herein. The
Company acknowledges and agrees that this waiver and consent is a limited
one-time waiver and consent solely with respect to the subject matter discussed
herein and shall not be deemed to be a consent to or waiver of any Event of
Default under the Debentures or the triggering of a separate event which may
have arisen independently of the subject matter discussed herein or any other
event which may arise subsequent to the date hereof. Furthermore, the Company
acknowledges and agrees that the Holders shall not be under any further
obligation to waive, consent to or otherwise agree to modify any of the terms or
conditions of, any of the Holder’s rights under the Purchase Agreement ,
Debenture, or any other agreement, arrangement or understanding the Company has
with the Holders.

    


    5. This
Agreement may be executed in one or more counterparts and by facsimile signature
or otherwise, and each of such counterparts shall be deemed an original and all
of such counterparts together shall constitute one and the same agreement.  The terms set forth in this
Letter Agreement may not be amended without the prior written consent of each of
the Company and the Holders.   This Agreement constitutes the
entire agreement among the parties with respect to the matters covered hereby
and thereby and supersedes all previous written, oral or implied understandings
among them with respect to such matters.

    


    6. The
Company has elected to provide all Holders with the same terms and form of
agreement for the convenience of the Company and not because it was required or
requested to do so by the Holders.  The obligations of each Holder
under this Agreement, and any Transaction Document are several and not joint
with the obligations of any other Holder, and no Holder shall be responsible in
any way for the performance or non-performance of the obligations of any other
Holder under this Agreement or any Transaction Document.  Nothing
contained herein or in any Transaction Document, and no action taken by any
Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Holders are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by this
Agreement or the Transaction Documents.  Each Holder shall be entitled
to independently protect and enforce its rights, including without limitation,
the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Holder to be joined as an
additional party in any proceeding for such purpose.  Each Holder has
had the opportunity to be represented by its own separate legal counsel in their
review and negotiation of this Agreement and the Transaction
Documents.

     

    [Signature
pages follow]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Consent and Amendment is executed as of the date first set
forth above.

     

    
      
        	 	

                OCTAVIAN
      GLOBAL TECHNOLOGIES, INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/
      Harmen Brennikmeijer	 
	 	 	

                Name:
      Harmen Brennikmeijer

              	 
	 	 	

                Title:
      Chief Executive Officer

              	 
	 	 	 	 


      

    

    


    Accepted
and Agreed to:

    


    Name of
Holder: Rockmore Investment Master Fund Ltd

    By: /s/Brian Daly 

    
      

    

    Name:
Brian Daly

    Title:
Director

    


    Name of
Holder: Vicis Capital Master Fund

    By: /s/Chris
Phillips

    
      

    

    Name:
Chris Phillips

    Title:
Managing Director

    


    
      
        
        

      

      
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    Schedule
A

    


    Up to
$250,000 by Brian Daly and/or his affiliates.

    


    AGI is
buying $3.75 million of debentures (with OID) and exchanging $6,491,176 of
accounts payable for an equal amount of debentures (no OID).

     

    
      
        
        

      

      
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    EXHIBIT
A

    


    LOCK-UP
AGREEMENT

    


    May 1,
2009

    Each
Purchaser referenced below:

    


    
      	
               
      

            	
              Re:

            	
              Securities
      Purchase Agreement, dated as of October 30, 2008 (the “Purchase Agreement”),
      between Octavian Global Technologies, Inc., a Nevada corporation (the
      “Company”) and
      the purchasers signatory thereto (each, a “Purchaser” and,
      collectively, the “Purchasers”)

            


    

     

    Ladies
and Gentlemen:

     

    Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”)
shall have the meanings set forth in the Purchase Agreement.  Pursuant
to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition
of the Company’s obligations under the Purchase Agreement and that certain
Consent and Amendment, dated May __, 2009 by and among the Company and certain
Purchasers (“Consent”), the
undersigned irrevocably agrees with the Company that, from the date hereof until
October 30, 2010 (such period, the “Restriction Period”),
the undersigned will not offer, sell,  contract to sell, hypothecate,
pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or
otherwise) by the undersigned or any Affiliate of the undersigned or any person
in privity with the undersigned or any Affiliate of the undersigned), directly
or indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect to,
any shares of Common Stock or Common Stock Equivalents beneficially owned, held
or hereafter acquired by the undersigned and reference in Section 3 of the
Consent (the “Securities”); provided, however, that
following October 30, 2009, the undersigned shall have the right to sell up to a
number of shares of Common Stock in any consecutive 90 day period equal to, in
the aggregate during such 90 consecutive day period, 1% of the Company’s then
issued and outstanding shares of Common Stock.  Beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange
Act.  In order to enforce this covenant, the Company shall impose
irrevocable stop-transfer instructions preventing the Transfer Agent from
effecting any actions in violation of this Letter Agreement.

    


    The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder.  The undersigned hereby represents that the
undersigned has the power and authority to execute, deliver and perform this
Letter Agreement, that the undersigned has received adequate consideration
therefor and that the undersigned will indirectly benefit from the closing of
the transactions contemplated by the Purchase Agreement.

     

    
      
        
        

      

      
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    This
Letter Agreement may not be amended or otherwise modified in any respect without
the written consent of each of the Company, each Purchaser and the
undersigned.  This Letter Agreement shall be construed and enforced in
accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably submits to
the exclusive jurisdiction of the United States District Court sitting in the
Southern District of New York and the courts of the State of New York located in
Manhattan, for the purposes of any suit, action or proceeding arising out of or
relating to this Letter Agreement, and hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that (i) it is not personally
subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or
proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in
effect for notices to it under the Purchase Agreement and agrees that such
service shall constitute good and sufficient service of process and notice
thereof.  The undersigned hereby waives any right to a trial by
jury.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  The
undersigned agrees and understands that this Letter Agreement does not intend to
create any relationship between the undersigned and each Purchaser and that each
Purchaser is not entitled to cast any votes on the matters herein contemplated
and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.

     

    By its
signature below, the Transfer Agent hereby acknowledges and agrees that,
reflecting this Letter Agreement, it has placed an irrevocable stop transfer
instruction on all Securities beneficially owned by the undersigned until the
end of the Restriction Period.  This Letter Agreement shall be binding
on successors and assigns of the undersigned with respect to the Securities and
any such successor or assign shall enter into a similar agreement for the
benefit of the Purchasers.


    


    ***
SIGNATURE PAGE FOLLOWS***

    


    
      
        
        

      

      
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    This
Letter Agreement may be executed in two or more counterparts, all of which when
taken together may be considered one and the same agreement.


    


    
      
        	 	 	 	 	 
	
                

                  Signature

                

              	 	 	
              	 
	
              	 	 	
              	 
	
                Print
      Name

              	 	 	
              	 
	 	 	 	 	 
	
                Position
      in Company

              	 	 	 	 
	 	 	 	 	 
	
                Address
      for Notice:

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                Number
      of shares of Common Stock

              	 	 	 	 


      

    

     

    
      
        

      

    

    Number of
shares of Common Stock underlying subject to warrants, options, debentures or
other convertible securities

     

    By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.

    


    OCTAVIAN
GLOBAL TECHNOLOGIES, INC.

    


    By: 

    
      

    

    Name:

    Title:

    


    


    Acknowledged
and agreed to

    as of the
date set forth above:

    


    [insert name of Transfer
Agent]                                                                           

    


    By: 

    
      

    

    Name:

    Title:

    


    
      
        
        

      

      
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