March 29, 2007
March
29,
2007
Via
Electronic Mail (xxxxxxx@xxxxxxxxxxxxx.xxx)
New
Century Capital Partners
Attention:
Xxxx X. Xxxxxx
1999
Ave.
of the Stars, Suite 1100
Los
Angeles, California 90067
Dear
Xxxx:
G8Wave,
Inc. (the “Company”)
and
New Century Capital Partners LLC (“NCCP”)
are
parties to an engagement letter, dated February 7, 2007 (the “Engagement Letter”),
pursuant to which the Company has engaged NCCP to provide certain investment
banking services to the Company. Capitalized terms used, but not specifically
defined herein, shall have the respective meanings set forth in the Engagement
Letter.
Effective
as of the date hereof, the parties hereby agree to amend the Engagement Letter
as set forth herein. Except as expressly amended herein, all other terms and
conditions of the Engagement Letter are hereby ratified, affirmed, and in full
force and effect.
1. Section
2(b) of the Engagement Letter is hereby deleted and replaced in its entirety
with the following:
“In
the
case of a Placement, a cash fee equal to six percent (6%) of the gross proceeds
of the securities
sold to
investors
first
introduced to the Company
by NCCP
(the “Placement Fee”), and the Company shall deliver to NCCP warrants
(“Warrants”) to purchase that number of shares of the Common Stock of the
Company (the “Common Stock”) equal to five percent (5%) of the number of shares
of Common Stock into which the securities
sold to
investors
first
introduced to the Company
by NCCP
shall be convertible as
of the
date of issuance (or
if no
convertible securities are sold, then five percent (5%) of the number of shares
of Common Stock sold to investors first
introduced to the Company by
NCCP),
as of
the date of issuance.
The
Placement Fee and Warrants are payable immediately upon closing of the
Placement. Such Warrants shall contain substantially similar terms to those
sold
to investors in the Placement or, if no warrants are sold to investors in the
Placement, such Warrants shall have a five (5) year term, an exercise price
equal to the conversion price per share of the securities sold in the Placement
(or if no convertible securities are sold, then the price per share of the
Common Stock sold in the Placement), and cashless exercise provisions. If the
Placement is consummated by means of more than one closing, NCCP shall be
entitled to the Placement Fees and Warrants provided herein with respect to
each
such closing.”
New
Century Capital Partners
March
29,
2007
Page
2
2. Section
4
of the Engagement Letter is hereby deleted and replaced in its entirety with
the
following:
“NCCP's
engagement hereunder will commence on the date hereof and will continue until
12
months after the date hereof, unless extended by mutual written consent or
earlier terminated by either party upon 10 days’ prior written notice; provided,
however, that no such termination shall affect the confidentiality obligations
of the parties and the right of NCCP to receive the full Retainer Fee, any
other
fees set forth in Section 2 that have accrued prior to such termination and
reimbursement for its out-of-pocket expenses incurred prior to the expiration
or
termination of this Agreement as described above. In addition, in the event
that
a Business Combination, IPO, or reverse-merger IPO is consummated within twelve
(12) months of the date of termination of this engagement with any party or
parties identified or introduced to the Company by NCCP or with whom the Company
had discussions or other contact concerning a potential transaction during
the
term of this Agreement, NCCP shall be paid the applicable fees set forth in
Section 2 above. In the event that a Placement is consummated within twelve
(12)
months of the date of termination of this engagement with any party or parties
first introduced to the Company by NCCP during the term of this Agreement,
NCCP
shall be paid the applicable fees set forth in Section 2 above.”
3. Section
6
of the Engagement Letter is hereby deleted and replaced in its entirety with
the
following:
“The
Company and NCCP each represent to the other that there is no other person
or
entity that is entitled to a finder's fee or any type of brokerage commission
in
connection with the transactions contemplated by this Agreement as a result
of
any agreement or understanding with it. Notwithstanding the foregoing, the
Company shall have the right to engage one or more placement agents in
connection with a reverse-merger IPO or Placement.”
[Signature
Page to Follow]
New
Century Capital Partners
March
29,
2007
Page
3
If
this
letter is in accordance with your understanding, please sign and return a copy
to me at your earliest convenience.
Very
truly yours,
| G8Wave, Inc. | |
| By: | /s/ Xxxxx Xxxxxx |
| Xxxxx Xxxxxx, President | |
|
Agreed,
Approved and Accepted as of March 29, 2007:
|
|
| New Century Capital Partners LLC | |
| By: | /s/ Xxxx Xxxxxx |
| Xxxx Xxxxxx, Managing Director | |
