PLACEMENT AGENT AGREEMENT AMENDMENT NO.1
AMENDMENT
NO.1
This
Amendment No.1 to Placement Agent Agreement is made as of the 18th day of
January, 2008 by and between Geeks on Call America, Inc., a Virginia
corporation, having its principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Company”), First Montauk Securities Corp. with its
principal offices located at Parkway 109 Office Center, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ (“FMSC” or the “Placement Agent”).
WHEREAS,
FMSC and the Company are parties to that certain Placement Agent Agreement
dated
as of October 22, 2007 by and between FMSC and the Company (“Original
Agreement”); and
WHEREAS,
the parties desire to amend the Original Agreement to provide for the extension
of the Offering Period, to provide for a consulting arrangement and to amend
the
provisions set forth in Section 14 of the Original Agreement related to the
right of First Refusal.
NOW
THEREFORE, for good and valuable consideration, the parties hereby agree as
follows.
1. All
terms
not defined herein shall have the meaning ascribed to such terms in the Original
Agreement.
2. Section
2
(c) of the Original Agreement is hereby amended and restated to
read:
The
Offering shall commence on the date hereof and shall expire on January 31,
2008.
Such period, as the same may be so extended, shall hereinafter be referred
to as
the “Offering Period.”
3. The
first
sentence of Section 14 of the Original Agreement is hereby amended and restated
to read as follows:
The
Company hereby grants to the Placement Agent an irrevocable right of first
refusal for a period commencing on the date of the Initial Closing and ending
on
June 30, 2008 to purchase for its account or to sell for the account of the
Company or any subsidiary of or successor to the Company securities that the
Company or any subsidiary or successor may seek to sell through an underwriter,
placement agent or broker-dealer whether pursuant to registration under the
Act
or otherwise, or any securities sold directly by the Company.
The
remainder of Section 14 shall remain as set forth in the Original
Agreement.
4. Effective
upon the Final Closing, the Company and the Placement Agent shall enter into
a
consulting agreement, substantially in the form of the Consulting Agreement
attached hereto as Exhibit A, to provide that the Placement Agent shall be
retained by the Company to provide consulting services in consideration for
the
payment, payable and issuable at the Final Closing, of 150,000 restricted shares
of the Common Stock of the Company and otherwise upon the terms and conditions
contained therein.
5. The
parties shall provide a Supplement to the Memorandum advising investors of
the
change to the Offering Period as described herein and such other matters as
the
parties and their counsel may determine are necessary and advisable.
6. All
other
terms, covenants and conditions of the Original Agreement shall remain in full
force and effect.
7. The
validity and interpretation of this Agreement shall be governed by the laws
of
the State of New York applicable to agreements made and to be fully performed
therein.
8.
Counterparts.
This
Agreement 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
If
the
foregoing correctly sets forth the understanding between us, please so indicate
in the space provided below for that purpose, whereupon this agreement shall
constitute a binding agreement among us.
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Very
truly yours,
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GEEKS
ON CALL AMERICA, INC.
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇
▇. ▇▇▇▇
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Chief
Executive Officer
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Accepted
as of the date
first
above written:
FIRST
MONTAUK SECURITIES CORP.
| By: | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: President & CEO | |
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