Geeks on Call Holdings, Inc. Sample Contracts

GEEKS ON CALL HOLDINGS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Director and Officer Indemnification Agreement, dated as of February __, 2008 (this “Agreement”), is made by and between Geeks On Call Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (the “Indemnitee”).

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AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG GEEKS ON CALL HOLDINGS, INC. GEEKS ON CALL ACQUISITION CORP. and GEEKS ON CALL AMERICA, INC. Dated as of February 8, 2008
Agreement of Merger and Plan of Reorganization • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 8, 2008, by and among GEEKS ON CALL HOLDINGS, INC., a Delaware corporation (“Parent”), GEEKS ON CALL ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and GEEKS ON CALL AMERICA, INC., a Delaware corporation (the “Company”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2008, is made by and between Geeks On Call Holdings, Inc., a Delaware corporation (“Seller”), and each of Ryan Goldstein and Daniel Kominars (collectively, “Buyers”).

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GEEKS ON CALL HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of _______ 20__ (the “Grant Date”), is between Geeks On Call Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employee of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Geeks on Call Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 25th, 2008 • Lightview Inc • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2008 (the “Agreement”), between Lightview, Inc., a Nevada corporation (the “Corporation”), and Geeks On Call Holdings, Inc., a Delaware corporation (the “Subsidiary”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Virginia

THIS AGREEMENT is dated February 8, 2008 (the “Effective Date”) by and between GEEKS ON CALL HOLDINGS, INC, a Delaware corporation (“GEEKS ON CALL”) and KEITH WESP (“Executive”).

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AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of February 8, 2008, by Geeks On Call Holdings, Inc., a Delaware corporation (“Assignor”), and Lightview Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).

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GEEKS ON CALL HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENT
Form of Incentive Stock Option Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of _______, 20__ (the “Grant Date”), is between Geeks on Call Holdings, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Geeks on Call Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).

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GEEKS ON CALL AMERICA, INC. PLACEMENT AGENT AGREEMENT
Placement 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

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PLACEMENT AGENT AGREEMENT AMENDMENT NO.2
Placement 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”).

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GEEKS ON CALL HOLDINGS, INC. (a Delaware corporation) Private Placement of Units Constituting of Common Stock and Warrants to Purchase Common Stock $2,000,000 Minimum $6,000,000 Maximum PLACEMENT AGREEMENT August 8, 2008
Placement Agreement • December 4th, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • Virginia

The undersigned, Geeks On Call Holdings, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with you, acting as placement agent (the “Placement Agent”) as follows:

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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 Unit
Subscription 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”).

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PLACEMENT AGENT AGREEMENT AMENDMENT NO.1
Placement 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”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • March 18th, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • Virginia

The following capitalized terms shall have the meanings specified in this Exhibit D. Other terms are defined in the recitals hereto or in the text of this Agreement, and shall have the meanings respectively ascribed to them.

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CONSULTING AGREEMENT
Consulting Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Virginia

THIS AGREEMENT is dated February 8, 2008 (the “Effective Date”) by and between GEEKS ON CALL HOLDINGS, INC., a Delaware corporation (the “Company”) and DOUGLAS GLENN (“Consultant”).

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GEEKS ON CALL HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • December 4th, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • Virginia
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LOCK-UP AGREEMENT
Lock-Up Agreement • February 13th, 2008 • Geeks on Call Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

Reference is made to those discussions among Geeks On Call America, Inc., a Virginia corporation (“Geeks On Call”) and Geeks On Call Holdings, Inc., a Delaware corporation (the “Company”), relating to a proposed business combination between Geeks On Call and the Company and a related private placement financing (the “Transactions”). In connection with the Transactions, the Company and Geeks On Call contemplate entering into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which Geeks On Call’s stockholders shall receive common stock, par value $0.001 per share, of the Company (the “Common Stock”) in consideration for shares of Geeks On Call held by them at the effective time of the merger. In consideration of the Company and Geeks On Call entering into the Transactions, the undersigned hereby agrees as follows:

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1-800-905-GEEK/GEEKS ON CALL FRANCHISE AGREEMENT
Franchise Agreement • May 28th, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • Virginia

Geeks On Call America, Inc. a Virginia corporation (“Geeks On Call”, “1-800-905-GEEK”, “Franchisor”, “we”, “us”, or “our”) has developed a system for the operation of computer support services (the “System”). The System utilizes special marketing techniques and operating procedures to facilitate the provision of computer support and related services targeted primarily at the small business and residential computer users.

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Geeks On Call America, Inc. Area Development Agreement
Development Agreement • May 28th, 2008 • Geeks on Call Holdings, Inc. • Services-computer rental & leasing • Virginia

This Area Development Agreement (the “Agreement”) is entered into on ___________________, 20____ by and between Geeks On Call America, Inc. (the “Franchisor”), and ________________________, a _____________________________ corporation having its principal offices located at ________________________________________________ (the “Area Developer”).

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