Amendment No. 3 to Letter Agreement
Amendment
No. 3 to Letter Agreement
THIS
AMENDMENT
is made
this 7th day of July, 2008, by and between Xxxxxx
Capital Master Fund, Ltd. (“Xxxxxx”) and Driftwood Ventures, Inc. (the
“Company”).
WHEREAS,
the
Company entered into that certain letter agreement with Xxxxxx dated October
24,
2007 (the “Loan Agreement”), in connection with a loan from Xxxxxx to the
Company of up to a principal amount of $100,000 (the “Loan”);
WHEREAS,
the
Company amended the Loan Agreement on November 21, 2007 to (i)
increase the principal amount of the Loan to up to $250,000
and (ii)
increase the entire outstanding principal amount of the Loan and any accrued
interest thereon, which shall be due and payable by the Company upon, and not
prior to, a Next Financing, to an amount of not less than $500,000;
WHEREAS,
the
Company further amended the Loan Agreement on April 18, 2008 to (i)
increase the principal amount of the Loan to up to $500,000
and (ii)
increase the entire outstanding principal amount of the Loan and any accrued
interest thereon, which shall be due and payable by the Company upon, and not
prior to, a Next Financing, to an amount of not less than $750,000;
WHEREAS,
the
Company is undertaking a financing transaction in which it will sell up to
$7,000,000 of senior secured convertible notes and issue up to an aggregate
of
6,363,636 warrants to the purchasers of such notes (the “Financing”);
and
WHEREAS,
Xxxxxx
will be one of the purchasers participating in the Financing and in
consideration of Trinad’s participation in the Financing each of the Company and
Xxxxxx desire that the Loan be extinguished on the closing of the
Financing.
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. |
Termination
of Loan Agreement. In
consideration of Trinad’s participation in the Financing and its receipt
of the notes and warrants to be issued thereunder, Xxxxxx hereby
agrees
that, effective on the initial closing of the Financing, the Loan
Agreement shall be deemed terminated and of no further force or effect
and
the Loan due thereunder, including all principal and interest, shall
be
deemed cancelled and extinguished with no obligation or liability
of the
Company for the repayment thereof.
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This
Amendment constitutes the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes all prior oral
or written agreements, representations or understandings between the parties
relating to the subject matter hereof. The statements and agreements in this
Amendment shall be binding on the parties hereto and their respective successors
and assigns and shall inure to the benefit of the parties hereto and their
respective successors and assigns. This Amendment may be executed in any number
of counterparts, and by different parties hereto on separate counterparts,
each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Acknowledged
and agreed to:
By:
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/s/
Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Chief Financial Officer
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Xxxxxx
Capital Master Fund, Ltd.
By:
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/s/
Xxx Xxxx
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Name:
Xxx Xxxx
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Title:
Director
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