Exhibit 4.8


 


AMENDMENT TO


INVESTMENTAGREEMENT


 


THIS AMENDMENT
TO INVESTMENT AGREEMENT (the “Amendment”) is made and entered into as of February 9, 2012, by
and among Penny Auction Solutions, Inc., a Nevada corporation (the “Company”) and Kodiak Capital Group, LLC,
a Delaware limited liability company (collectively, the “Investor”). The Company and the Investor are
collectively referred to as the “Parties.”


RECITALS


 


WHEREAS,
on or about September 1, 2010, the Company and Investor entered into an Investment Agreement, which Investment Agreement (the “Investment
Agreement”) was amended by that certain Increase in Equity Line of Credit Addendum dated December 28, 2010 by and among
the Company and the Investor (the “Increase LOC,”, together with the Investment Agreement, the “Agreement”).
The Agreement is incorporated into this Amendment by this reference and all defined terms in the Agreement shall have the same
meaning in this Amendment.


WHEREAS,
the definition of “Purchase Price” is based on the “best bid” price of Common Stock and the parties prefer
it should be based on volume average weighted price”.


WHEREAS,
the Investment Agreement provides for cash fee Commitment Fee to be paid on or before February 28, 2011 and the Company and the
Investor to allow the Commitment Fee to paid by the Company’s issuance of a promissory note in favor of the Investor.


WHEREAS,
the Parties now wish to modify and amend the Investment Agreement in accordance with this Amendment.


AGREEMENT


NOW, THEREFORE,
in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereto agree as follows:


AGREEMENT


1.Incorporation
of Recitals. The Recitals set forth above are herein incorporated into this Amendment.


2.Section
1-Definitions. Section 1 of the Investment Agreement shall be amended as follows:


a.The
definition of “Best Bid” shall be deleted.


b.The
definition of “Commitment Fee” shall be amended to read in its entirety as follows:




    	 



    	 



    

“Commitment
Fee” shall mean a 0% promissory note in the aggregate principal amount of $500,000 made by the Company in favor of
the Investor with a maturity date of December 12, 2012.”


c.The
definition of “Facility Amount” shall be amended to read in its entirety as follows:


“Facility
Amount” shall mean ten million dollars ($10,000,000).”


d.The
definition of “Purchase Price” shall be amended to read in its entirety as follows:


“Purchase
Price” shall mean 90% of the lowest VWAP of the Common Stock during the Pricing Period.”


e.A definition
for VWAP shall be included in Section 1 to read in its entirety as follows:


“VWAP”
shall mean the lowest daily volume weighted average price of the Common Stock during a given period of time.


3.Section
2(B)—Delivery of Put Notices. The last sentence of Section 2(B) of the Investment Agreement shall be amended by deleting
the term “Best Bid” and inserting “VWAP” in lieu thereof.


4.Section
12(Q)—Pricing of Common Stock. Section 12(Q) of the Investment Agreement shall be amended by deleting the term “Best
Bid” and inserting “VWAP” in lieu thereof.


5.Amendment.
This Amendment shall be deemed an amendment of the Investment Agreement in accordance with Section 12(F) of the Investment Agreement.


6.Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.




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IN WITNESS WHEREOF,
the Parties hereto, intending to be legally bound, have each executed this Amendment on the dates set forth above.


	 	
        COMPANY:

        Penny Auction Solutions, Inc.
	 
	 	 	 	 
	 	By: 	/s/ Michael Holt	 
	 	 	Michael Holt, Chief Operating Officer	 
	 	 	 	 


 


	 	
        INVESTOR:

        Kodiak Capital Group, LLC
	 
	 	 	 	 
	 	By: 	/s/ Ryan Hodson	 
	 	 	Ryan Hodson, Manager	 
	 	 	 	 
	 	 	 	 


 






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