Amendment to Placement Agency Agreement between Adagio Acquisition I, Inc. and Placement Agent (September 20, 2006)

Summary

Adagio Acquisition I, Inc. and its Placement Agent have agreed to amend their existing Placement Agency Agreement. The amendment reduces the minimum number of shares to be offered from 200,000 to 100,000, with a total offering price of $500,000, and extends the offering period to the earlier of the maximum share sale, October 25, 2006, or early termination by the company. All other terms of the original agreement remain unchanged.

EX-10.1 2 v053294_ex10-1.htm
Exhibit 10.1
AMENDMENT TO PLACEMENT AGENCY AGREEMENT
 
  September 20, 2006
 

YYYY

Ladies and Gentlemen:
 
The undersigned, Adagio Acquisition I, Inc. (the “Company”), has entered into that certain Placement Agent Agreement with you (the “Placement Agent”) dated June 27, 2006 (the “PAA”). Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the PAA.

Both the Company and the Placement Agent hereby agree to decrease the Minimum Offering from 200,000 Shares to 100,000 Shares, at an aggregate offering price of $500,000 and to extend the Offering Period until the earliest of: (i) the sale of the number of Shares constituting the Maximum Offering and the over-allotment option; (ii) October 25, 2006, which represents 90 days from the date of the Memorandum plus an additional 30 days, as permitted by the Memorandum; and (iii) the termination of the Offering Period by the Company.

In all other respects, the PAA shall remain unmodified and in full force and effect.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this Agreement, whereupon it will become a binding agreement between the Company and the Placement Agent in accordance with its terms.

     
  Very truly yours,
   
  ADAGIO ACQUISITION I, INC.
 
 
 
 
 
 
  By:   /s/ William P. Dioguardi
 
Name: William P. Dioguardi
  Title: Chief Executive Officer
     
     
 
Accepted and agreed to this
20th day of September, 2006.
   
   
  YYYYY
 
 
 
 
 
 
  By:   /s/ XXXX
 
Name: YYYYY
  Title: President