Amendment No. 2 to Letter Agreement
Amendment
No. 2 to Letter Agreement
THIS
AMENDMENT
is made
this 18th day of April, 2008, by and between ▇▇▇▇▇▇
Capital Master Fund, Ltd. (“▇▇▇▇▇▇”) and Driftwood Ventures, Inc. (the
“Company”).
WHEREAS,
the
Company entered into that certain letter agreement with ▇▇▇▇▇▇ dated October
24,
2007 (the “Loan Agreement”), in connection with a loan from ▇▇▇▇▇▇ 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;
and
WHEREAS,
the
Company has requested that ▇▇▇▇▇▇ increase the principal amount of the Loan,
and
▇▇▇▇▇▇ has agreed to do so, and the parties agree to enter into this
amendment.
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:
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1.
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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 $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.
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2.
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Ratification.Except
as herein amended, all of the terms and conditions of the Loan
Agreement
are hereby ratified and confirmed, and shall remain in full force
and
effect.
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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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