AMENDMENT NO.
2
TO
NOTE PURCHASE
AGREEMENT
This Amendment
No. 2 (this “Amendment”) is dated as of July 31, 2008,
by and among Driftwood Ventures, Inc. (the “Company”),
Trinad Capital Master Fund, Ltd., Back Bay LLC, Cipher 06 LLC,
Soundpost Capital, LP and Soundpost Capital Offshore Ltd.
(collectively, the “Purchasers”).
RECITALS
WHEREAS, the Company entered into that certain
Note Purchase Agreement, dated as of July 7, 2008 (as subsequently
amended, the “Note Purchase Agreement”), pursuant to
which the Company commenced a financing to raise up to $7,000,000
through the sale of senior secured convertible notes (the
“Notes”) to certain investors, which notes are
convertible into shares of the Company’s common stock, par
value $0.001 per share (“Common Stock”) and the
issuance to such investors of warrants (“Warrants”) to
purchase up to an aggregate of 6,363,636 shares of Common Stock
(the “Financing”) (capitalized terms used herein and
not otherwise defined shall have the meanings given to them in the
Note Purchase Agreement); and
WHEREAS, the
Company and certain the Purchasers amended the Note Purchase
Agreement on July 15, 2008 to: (i) increase the amount of Notes
offered in the Financing to an aggregate amount of up to
$9,000,000, (ii) increase the amount of Warrants issuable in
connection with the Financing to up to 8,181,818 and (iii) extend
the offering period until July 31, 2008; and
WHEREAS, the parties to the Note Purchase
Agreement desire to further amend the Note Purchase Agreement to
extend the Financing until August 15, 2008.
NOW, THEREFORE,
in considera
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