GEEKS ON CALL AMERICA, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 22nd, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • New York
This agreement (this “Agreement”) sets forth the terms upon which First Montauk Securities Corp. (the “Placement Agent”) shall be engaged by Geeks on Call America, Inc., a Virginia corporation (the “Company”) to act as exclusive placement agent in connection with the private offering (the “Offering”) 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”) of a to-be-named publicly traded entity (“PubCo”), which is anticipated to become the publicly-traded parent of the Company upon the Initial Closing of the Offering. Each Unit consists of 5,000 shares of its Common Stock (the “Shares”) and (ii) warrants (the “Warrants”) to purchase 2,500 Shares. The Common Stock and Warrants to be offered and sold are sometimes referred to herein as the “Securities”. The Offering is being conducted on a “best efforts, all or none” basis for a minimum of $3,000,000 of gross proceeds (the “Minimum Offering”) and u
PLACEMENT AGENT AGREEMENT AMENDMENT NO.2Placement Agent Agreement • February 22nd, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • New York
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”).
SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE GEEKS ON CALL HOLDINGS, INC. Minimum Offering of $3,000,000 (300 Units) Maximum Offering of $5,000,000 (500 Units) Offering Price $10,000 per UnitSubscription Agreement • February 22nd, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing
THIS SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE IS TO BE COMPLETED BY EACH PERSON WHO DESIRES TO PURCHASE SECURITIES OF GEEKS ON CALL HOLDINGS, INC. (THE “COMPANY”) IN CONNECTION WITH THE PROPOSED PRIVATE PLACEMENT (THE “OFFERING”) OF UP TO 500 UNITS( NOT INCLUDING AN OVERALLOTMENT OPTION OF AN ADDITIONAL 100 UNITS) , EACH UNIT COMPIRSED OF (A) 5,000 SHARES OF COMMON STOCK OF THE COMPANY AND (B) WARRANTS TO PURCHASE 2,500 SHARES OF COMMON STOCK (THE “SECURITIES”) AS DESCRIBED IN THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM DATED AS OF OCTOBER 22, 2007, AS AMENDED AND SUPPLEMENTED (THE “MEMORANDUM”).
PLACEMENT AGENT AGREEMENT AMENDMENT NO.1Placement Agent Agreement • February 22nd, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • New York
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 814 Kempsville Road, Suite 104, Norfolk, Virginia 23502 (the “Company”), First Montauk Securities Corp. with its principal offices located at Parkway 109 Office Center, 328 Newman Springs Road, Red Bank, New Jersey (“FMSC” or the “Placement Agent”).
