Amendment No. 2 to Letter Agreement

EX-10.1 2 v111350_ex10-1.htm Unassociated Document
Amendment No. 2 to Letter Agreement

THIS AMENDMENT is made this 18th day of April, 2008, by and between Trinad Capital Master Fund, Ltd. (“Trinad”) and Driftwood Ventures, Inc. (the “Company”).

WHEREAS, the Company entered into that certain letter agreement with Trinad dated October 24, 2007 (the “Loan Agreement”), in connection with a loan from Trinad 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 Trinad increase the principal amount of the Loan, and Trinad 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:

 
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 $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.

 
2.
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.

Acknowledged and agreed to:

Driftwood Ventures, Inc.
         
By: 
/s/ Charles Bentz
   
 
Name: Charles Bentz
   
 
Title: Chief Financial Officer
     
 
 
Trinad Capital Master Fund, Ltd.
         
By: 
/s/ Jay Wolf
   
 
Name: Jay Wolf
   
 
Title: Director