Trinad Capital Master Fund, Ltd
Xxxxxx
Capital Master Fund, Ltd
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Los
Angeles, CA 90067
August
20, 2007
Xxxxxxx
Xxxxx
Chief
Financial Officer
Xxxx
Acquisition II, Inc
0000
Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Los
Angeles, CA 90067
Dear
Xx.
Xxxxx:
Xxxxxx
Capital Master Fund, Ltd (“Xxxxxx”) hereby agrees to loan Xxxx Acquisition II,
Inc. (the “Company”) up to a principal amount of $100,000 (the “Loan”) at any
time and from time to time prior to the Company’s consummation of a Next
Financing (as hereinafter defined). Xxxxxx shall make advances to the Company
in
such amounts as the Company shall request from time to time. The Loan shall
bear
interest at 10% (ten percent) per annum. The entire outstanding principal amount
of the Loan and any accrued interest thereon shall be due and payable by the
Company upon, and not prior to, the consummation of a sale of securities (other
than a sale of shares of the Company’s Common Stock, $0.0001 par value per share
(the “Common
Stock”),
to
officers, directors or employees of, or consultants to, the Company in
connection with their provision of services to the Company), to a third party
or
parties with proceeds to the Company of not less than $200,000 (a “Next
Financing”).
Please
acknowledge the Company’s acceptance of the terms of this letter agreement by
signing where indicated below.
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Sincerely,
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Xxxxxx
Capital Master Fund, Ltd
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By:
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/s/
Xxx Xxxx
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Name:
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Xxx
Xxxx
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Title:
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Director
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Xxxx
Acquisition II, Inc.
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/s/
Xxxxxxx Xxxxx
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Name:
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Xxxxxxx
Xxxxx
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Title:
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Chief
Financial Officer
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