Surfect Holdings, Inc.
0000
Xxxx
Xxxxxxxx Xxxx
Tempe,
Arizona 85252
December
3, 2007
Reference
is made to the Engagement Letter, dated November 28, 2007 (“Letter”), between
Surfect Holdings, Inc. (the “Company) and Westminster Securities Corp. Section 2
of the Letter shall be deleted in its entirety and replaced with the following
in lieu thereof:
“2. Warrant
Consideration:
At each
closing of a Financing, the Company shall issue to Westminster or its designees
warrants to purchase 7% (or
with
respect to securities placed through other brokerage firms, 9% of the securities
placed through such firms) of the total common stock issued and issuable from
the Financing (including common stock underlying warrants and convertible
securities),
exercisable at the lowest of the purchase, conversion, or exercise price per
share of any securities issued to investors in such Financing. Such warrants
shall have registration, antidilution, and cashless exercise rights under the
same terms as any warrants issued to investors in such Financing, and otherwise
under customary, mutually agreeable terms.”
Except
as
modified and amended herein, the Letter shall remain in full force and effect
in
accordance with its terms.
Sincerely, | ||||
Surfect Holdings, | ||||
By:
|
/s/ Xxxxxx Xxxxxxxx | |||
Xxxxxx
Xxxxxxxx, President and CEO
|
||||
Acknowledged and Agreed: | ||||
WESTMINSTER SECURITIES CORP. | ||||
By:
|
/s/ Xxxx X. X’Xxxx | |||
|
Name:
Xxxx X. X’Xxxx
Title: Chairman
and CEO
|