AMENDMENT NO. 1
TO
NOTE PURCHASE AGREEMENT
This
Amendment No. 1 to the Note Purchase Agreement, dated as of
July 15, 2008 (this “Amendment”) amends that
certain Note Purchase Agreement, entered into as of July 7,
2008, by
and among Driftwood Ventures, Inc., a Delaware corporation
(the “Company”) and the purchasers listed on the
schedule thereto (the “Note Purchase Agreement”)
(capitalized terms used herein and not otherwise defined shall
have the meanings given to them in the Note Purchase
Agreement).
RECITALS
WHEREAS,
pursuant to the Note Purchase Agreement, the Company commenced
a financing to raise up to $7,000,000 through the sale of
senior secured convertible notes to certain investors (the
“Notes”), which notes are convertible into shares
of the Company’s common stock, par value $0.001 per
share (“Common Stock”) (the
“Financing”); and
WHEREAS,
in connection with the Financing, the Company agreed to issue
to the investors in the Financing, warrants to purchase an
aggregate of up to 6,363,636 shares of Common Stock at an
exercise price of $0.01 per share (the
“Warrants”); and
WHEREAS
,
the parties to the Note Purchase Agreement desire to amend
certain provisions of the Note Purchase Agreement
to:
(i) increase the aggregate principal amount of Notes that the
Company may issue and sell in the Financing to up to
$9,000,000; (ii) increase the aggregate number of Warrants
that the Company may issue in the Financing to up to
8,181,818; and (iii) extend the Financing until July 31,
2008.
NOW,
THEREFORE ,
in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby
acknowledged by the parties hereto, the undersigned parties do
hereby agree as follows:
AGREEMENT
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1.
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The
first Recital of the Note Purchase Agreement is hereby amended by
deleting the words “at least $7,000,000.00” from line
2, and inserting “up to $9,000,000.00” in its place,
such that the amended Recital reads as follows: “WHEREAS, the
Company has requested that the P
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