September 12, 2007 LQD Adrenalina, LLC. 20855 NE 16TH Ave. Suite #C-16 Miami, FL 33179 Attention: Jeffrey Geller, President Gentlemen:
September
12, 2007
LQD
Adrenalina, LLC.
00000
XX
00XX
Xxx.
Xxxxx
#X-00
Xxxxx,
XX
00000
Attention: Xxxxxxx
Xxxxxx, President
Gentlemen:
This
Amendment No. 1, dated September 12, 2007 (this “Amendment”) to the Letter
Agreement dated June 27, 2007 (the “Letter Agreement”), by and between LQD
ADRENALINA, LLC. (“the Company”) and GILFORD SECURITIES INCORPORATED (“Gilford”)
hereby amends and supplements solely to the extent provided herein, the Letter
Agreement as follows:
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The
last sentence in the first paragraph of the Letter Agreement is
hereby
amended to reflect the newly agreed upon
terms:
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The
Company will compensate Gilford with shares of the new public company in
lieu of
cash. As such, Gilford will be issued 353,000 shares or 1.8146% of the
total shares outstanding whichever is greater simultaneously with the closing
of
the merger.
The
Company agrees that, for a period of seven (7) years from the date of the
closing of the merger transaction (the “Closing”), if the Company intends
to file a Registration Statement or Statements for the public sale of securities
for cash (other than a Form X-0, X-0 or comparable Registration Statement),
it
will notify all of the holders of the Warrants and/or underlying securities
and
if so requested it will include therein material to permit a public offering
of
the securities underlying said Warrants at the expense of the Company (excluding
fees and expenses of the holder’s counsel and any underwriting or selling
commissions). In addition, for a period of five (5) years from Closing,
upon the written demand of holder(s) representing a majority of the Gilford
shares, the Company agrees, on one occasion, commencing 9 months after the
Closing, to promptly register the underlying securities at the expense of
the
Company (excluding fees and expenses of the holder’s counsel and any
underwriting or selling commissions). In addition, for a period of five
(5) years from such date, upon the written demand of any holder, the Company
agrees to promptly register the underlying securities at the expense of such
holder.
Other
than the amendments and supplements expressly set fort in this Amendment,
no
other changes to the Letter Agreement have been made.
The
parties hereto have entered into this Amendment as of the date first appearing
above.
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Very
truly yours,
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GILFORD
SECURITIES INCORPORATED
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
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Title:
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CONFIRMED
AND AGREED:
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LQD
ADRENALINA, LLC.
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By:
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/s/
Xxxxxxx Xxxxxx
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Name:
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Title:
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