<Page>
Exhibit 10.14
WARRANT PLACEMENT AGREEMENT
WARRANT PLACEMENT AGREEMENT (this "Agreement") made as of this ___
day
of ____ 2006 among Geneva Acquisition Corporation, a Delaware
corporation (the
"Company") and the undersigned (the "Purchasers").
WHEREAS, the Company has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-1, as amended
(File No.
333-_______) (the "Registration Statement"), in connection with the
Company's
initial public offering (the "IPO") of up to 11,500,000 units, each
unit
("Unit") consisting of one share of the Company's common stock,
$.0001 par value
(the "Common Stock"), and (ii) two warrants (the "Warrants"), each
Warrant to
purchase one share of Common Stock; and
WHEREAS, the Company desires to sell in a private placement to
the
Purchasers (the "Placement") an aggregate of [2,155,000] warrants
(the
"Placement Warrants") substantially identical to the Warrants being
issued in
the IPO pursuant to the terms and conditions hereof and as set
forth in the
Registration Statement, except that the Placement Warrants to be
issued in the
Placement shall not be registered under the Securities Act of 1933,
as amended
(the "Securities Act") and as otherwise specified this
agreement;
WHEREAS, each Purchaser desires to acquire the number of
Placement
Warrants set forth opposite his name on SCHEDULE A hereto;
WHEREAS, the Placement Warrants shall be governed by the
Warrant
Agreement filed as an exhibit to the Registration Statement;
and
WHEREAS, the Purchasers are entitled to registration rights
with
respect to the Placement Warrants and the Common Stock underlying
such Placement
Warrants (collectively, the "Registrable Securities") on the terms
set forth in
this Agreement.
NOW, THEREFORE, for and in consideration of the premises and
the
mutual covenants hereinafter set forth, the parties hereto do
hereby agree as
follows:
1.
PURCHASE OF
WARRANTS. The Purchasers hereby agree to purchase an
aggregate of 2,155,000 Placement Warrants at a purchase price
of
$0.65 per Placement Warrant, or an aggregate of $1,400,750 (the
"Purchase Price"). Such purchases shall be in the names and
amounts
set forth on Schedule A hereto.
2.
CLOSING. The
closing of the purchase and sale of the Placement
Warrants (the "Closing") will take place at such time and place as
the
parties may agree (the "Closing Date"), but in no event later than
the
date on which the SEC declares the Registration Statement
effective
(the "Effective Date"). At least 24 hours prior to the Effective
Date,
the Purchasers shall pay the Purchase Price by wire transfer of
funds
to an account maintained by Ladenburg Thalmann & Co. Inc.,
the
representative of the underwriters in the IPO ("LTC").
Immediately
prior to the closing of the IPO, LTC shall deposit the Purchase
Price
into the trust account described in the Registration Statement
(the
"Trust Account"). The certificates for the
