0001193125-09-004895 Sample Contracts

FIRST AMENDMENT TO INVESTMENT AGREEMENT
Investment Agreement • January 12th, 2009 • Banks.com, Inc. • Services-computer programming, data processing, etc. • Florida

THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), effective as of December 31, 2008, is by and among BANKS.COM, INC. (formerly known as “InterSearch Group, Inc.”), a Florida corporation (“Company”), and CAPITAL SOUTH PARTNERS FUND I LIMITED PARTNERSHIP, a North Carolina limited partnership (“CapitalSouth I”), CAPITAL SOUTH PARTNERS FUND II LIMITED PARTNERSHIP, a North Carolina limited partnership (“CapitalSouth II”), and HARBERT MEZZANINE PARTNERS II SBIC, L.P., a Delaware limited partnership (“Harbert” and, together with CapitalSouth I and CapitalSouth II, collectively, the “Investors”), and is consented to by the undersigned guarantors under the Investment Agreement (as defined below).

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BANKS.COM, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 12th, 2009 • Banks.com, Inc. • Services-computer programming, data processing, etc. • Florida
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