Amendment No. 3 to Letter Agreement
THIS AMENDMENT is
made this 7th day of July, 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;
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;
WHEREAS ,
the Company is undertaking a financing transaction in which it will
sell up to $7,000,000 of senior secured convertible notes and issue
up to
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