PLACEMENT AGENT AGREEMENT AMENDMENT NO.2
AMENDMENT
NO.2
This
Amendment No.2 to Placement Agent Agreement dated as of January 31, 2008
(“Amendment”) by and between First Montauk Securities Corp. (the “Placement
Agent”) and Geeks on Call America, Inc., a Virginia corporation (the
“Company”).
WHEREAS,
the Placement Agent and the Company are parties to a Placement Agent Agreement
dated as of October 22, 2007,as previously amended (“Original Agreement”)
pursuant to which, among other things, the Company retained the Placement Agent
to act as its placement agent in connection with an Offering (as defined
therein) pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the
“Act”), and/or Regulation D promulgated thereunder, of units (the
“Units”);
WHEREAS,
the Placement Agent and the Company desire to further extend the Offering Period
and have agreed to execute this Amendment to evidence the extension
thereof.
NOW
THEREFORE, for mutual consideration, the parties agree to the following terms
and conditions.
1.
All
terms
not otherwise defined herein shall have the meaning ascribed to such terms
in
the Original Agreement.
2. The
Offering Period shall be extended to February 15, 2008. The parties shall
prepare any and all necessary additional supplements or Escrow Agreement
amendments as may be necessary.
3. All
other
terms and conditions of the Original Agreement shall remain in full force and
effect.
4. The
validity and interpretation of this Amendment shall be governed by the laws
of
the State of New York applicable to agreements made and to be fully performed
therein. This Amendment may be executed in counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. The
parties hereto agree to accept a facsimile transmission copy of their respective
actual signatures as evidence of their actual signatures to this
Agreement.
NOW
THEREFORE, the parties, intending to be bound, have caused this Amendment to
be
duly executed by the signatories below.
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FIRST
MONTAUK SECURITIES CORP.
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By:
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/s/
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By:
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/s/
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Name:
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Name:
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Title:
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Chief
Executive Officer
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Title:
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President
& CEO
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