AMENDMENT TO PLACEMENT AGENT AGREEMENT
AMENDMENT
TO PLACEMENT AGENT AGREEMENT
THIS
AMENDMENT TO PLACEMENT AGENT AGREEMENT
(this
“Amendment”)
is
made and entered into as of the 25th day of May, 2007, by and among Celsia
Technologies, Inc., a Nevada corporation (the “Company”),
Axiom
Capital Management, Inc. (“Axiom”)
and
Indigo Securities, Inc. (“Indigo”
and
together with Axiom, the “Co-Placement
Agents”).
Recitals
WHEREAS,
the
Company and the Co-Placement Agents entered into a Placement Agent Agreement
dated as of May 1, 2007 (the “Placement
Agent Agreement”);
and
WHEREAS,
the
parties hereto desire to amend the Placement Agent Agreement as set forth
herein.
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements contained in the Placement
Agent Agreement, the parties hereto, intending to be legally bound, agree as
follows:
1. Incorporation
of Recitals.
The
foregoing Recitals are hereby incorporated herein in their entirety by this
reference.
2. Definitions.
Any
capitalized terms used but not defined herein shall have the meanings given
in
the Placement Agent Agreement.
3. Cash
Fee.
(a) The
Co-Placement Agents hereby waive Fifty Thousand Dollars ($50,000) of the Cash
Fee otherwise payable to the Co-Placement Agents pursuant to Section 4.A of
the
Placement Agent Agreement, with the understanding that such amount shall be
utilized by the Company to fund unpaid Company officer
compensation.
(b) The
Co-Placement Agents hereby acknowledge that the Cash Fee related to any Notes
issued in exchange for the Company’s promissory notes issued on February 20 and
April 20, 2007 (the “Bridge Notes”), shall be calculated based on 100% of the
principal amount of such Bridge Notes.
4. Ratification.
The
Placement Agent Agreement, as amended by this Amendment, is hereby ratified,
approved and confirmed in all respects.
[Signature
Page Follows]
IN
WITNESS WHEREOF,
the
parties have duly executed and delivered this Amendment to Placement Agent
Agreement as of the date and year first written above.
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AXIOM
CAPITAL MANAGEMENT, INC.
By:
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
Name:
▇▇▇▇
▇▇▇▇▇▇▇
Title:
President
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INDIGO
SECURITIES LLC
By:
/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title:
Managing
Member
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By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Title:
Chief
Financial Officer
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