letter Agreement

This letter (this “Agreement”) constitutes the agreement between Octavian International Ltd. (the “Company”) and Lilac Advisors, LLC (“Lilac”) regarding a potential transaction by the Company. The Company hereby grants Lilac a right of first offer with respect to any acquisition, sale of assets, consolidation, or merger by the Company (a “Merger”) with or into a public company (a “Shell”). Pursuant to such right of first offer, the Company and Lilac will use their respective reasonable best efforts to cause the Company to consummate a Merger with or into Spectre Gaming, Inc., a Minnesota corporation (“Spectre”). In the event that after using such reasonable best efforts, the parties conclude that such a transaction with Spectre will not be in the Company’s best interests, then the Company shall have the right to merge with or into a public company other than Spectre. The Company agrees that in the event that a Merger with or into Spectre or any other company, is consummated, and CIBC Oppenheimer & Co., Thomas Lloyd Capital LLC, or any other financial intermediary introduced to the Company by Lilac or by Brian Daly (any of such intermediaries referred to as a “Lilac Banker”) is entitled to any fees in connection with such transaction, Lilac, or its designee, shall have an ownership interest in in the resulting merged company (“Newco”) on a fully diluted basis equal to the lesser of (i) 13% or (ii) the perc