0001144204-08-008358 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
Merger Agreement • 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 INCENTIVE STOCK OPTION AGREEMENT
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 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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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
Transfer and Assumption Agreement • 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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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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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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