Amendment No. 3 to Letter Agreement
Amendment
No. 3 to Letter Agreement
THIS
AMENDMENT
is made
as of August 1, 2008, by and between ▇▇▇▇▇▇
Capital Master Fund, Ltd. (“▇▇▇▇▇▇”) and Asianada, Inc. (the “Company”).
WHEREAS,
the
Company entered into that certain letter agreement with ▇▇▇▇▇▇, dated July
11,
2007 (the “Loan Agreement”), in connection with a loan from ▇▇▇▇▇▇ to the
Company of up to a principal amount of $100,000 (the “Loan”); and
WHEREAS,
the
Company amended the Loan Agreement on November 15, 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;
and
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;
and
WHEREAS,
each of
the Company and ▇▇▇▇▇▇ has agreed to increase the principal amount of the Loan
and to amend certain provisions of the Loan Agreement.
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby amend the Loan Agreement as
follows:
1. Increase
in Principal Amount of the Loan.
The Loan
Agreement is hereby amended to (i) increase the principal amount of the Loan
to
up to $750,000 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
$1,000,000.
2. Payment
of Principal and Interest.
The
Loan Agreement is hereby amended to provide that ▇▇▇▇▇▇ may, at its option,
receive any payment of principal or interest due on the Loan in the form of
common stock or other securities that may be issued by the Company in the event
the Company consummates a financing in connection with a change of control
or
similar transaction involving the Company, calculated
based on the value of the shares of common stock or other securities sold or
issued by the Company in such financing transaction..
3. 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.
[Signature
page follows]
Acknowledged
and agreed to:
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By:
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
Chief Financial Officer
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▇▇▇▇▇▇
CAPITAL MASTER FUND, LTD.
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By:
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/s/
▇▇▇ ▇▇▇▇
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Name:
▇▇▇ ▇▇▇▇
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Title:
Director
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