COMMON
      STOCK PURCHASE AGREEMENT

    


    THIS
      COMMON STOCK PURCHASE
      AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of April 2, 2007, between Zane Acquisition II Inc.,
      a
      corporation organized and existing under the laws of the State of Delaware
      (the
“Company”),
      Steven Bettinger, Jared Shaw, Ivan Spinner (collectively, the “Initial
      Stockholders”)
      and
      Trinad Capital Master Fund, Ltd. (the “Purchaser”).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement, the Company
      has
      authorized the sale of an aggregate of two million eight hundred fifty thousand
      (2,850,000) shares (the “Shares”)
      of the
      Common Stock, $.0001 par value per share (the “Common
      Stock”)
      to the
      Purchaser representing 95% of the issued and outstanding Common Stock as of
      the
      Closing (as defined below); and

     

    IN
      CONSIDERATION of the mutual covenants contained in this Agreement, the Company,
      the Initial Stockholders and the Purchaser agree as follows:

     

     

    ARTICLE
      I  

    CERTAIN
      DEFINITIONS

     

    1.1  Certain
      Definitions.
      As used
      in this Agreement, and unless the context requires a different meaning, the
      following terms have the meanings indicated:

     

    “Affiliate”
means,
      with respect to any Person, any Person that, directly or indirectly, controls,
      is controlled by or is under common control with such Person. For the purposes
      of this definition, “control”
      (including, with correlative meanings, the terms “controlled
      by”
and
      “under
      common control with”)
      shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of the management and policies of such Person, whether through the
      ownership of voting securities or by contract or otherwise.

    


    “Agreement”
shall
      have the meaning set forth in the introductory paragraph of this
      Agreement.

    


    “Closing”
shall
      have the meaning set forth in Section
      2.2.

    


    “Closing
      Date”
shall
      have the meaning set forth in Section
      2.2.

    


    “Common
      Stock”
means
      shares now or hereafter authorized of the class of common stock, $.0001 par
      value, of the Company and stock of any other class into which such shares may
      hereafter have been reclassified or changed.

    


    “Company”
shall
      have the meaning set forth in the introductory paragraph.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Execution
      Date”
means
      the date of this Agreement first written above.

    


    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

    


    “Purchase
      Price”
shall
      have the meaning set forth in Section
      2.1(b).

    


    “Purchaser”
shall
      have the meaning set forth in the introductory paragraph.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Shares”
shall
      have the meaning set forth in the recitals.

    


    “Transaction
      Documents”
means
      this Agreement and all exhibits and schedules hereto and all other documents,
      instruments and writings required pursuant to this Agreement.

     

    ARTICLE
      II  

    PURCHASE
      AND SALE OF COMMON
      SHARES 

     

    2.1  Purchase
      and Sale; Purchase Price.

     

    (a)  
      Subject
      to the terms and conditions set forth herein, at the Closing the Company agrees
      to sell to Purchaser and Purchaser agrees to purchase from the Company the
      Shares for an aggregate purchase price of thirty thousand ($37,500) dollars
      (the
“Purchase
      Price”)
      according to the terms set forth in Section 2.2 below; and

     

    2.2  The
      Closing.
      The
      Closing of the purchase and sale of the Shares (the “Closing”)
      shall
      take place simultaneously with the execution and delivery of this Agreement
      (the
“Closing
      Date”).
      At
      any time and from time to time after the Closing, the Parties shall duly
      execute, acknowledge and deliver all such further assignments, conveyances,
      instruments and documents, and shall take such other action consistent with
      the
      terms of this Agreement to carry out the transactions contemplated by this
      Agreement.

     

    2.3  Delivery
      at Closing.
      At the
      Closing, subject to the terms and conditions hereof, the Seller will deliver
      to
      Purchaser certificates representing the Shares to be purchased at the Closing
      by
      Purchaser, against payment of the Purchase Price by wire transfer at the time
      of
      Closing.

     

    ARTICLE
      III  

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1  Representations
      and Warranties of the Initial Stockholders.
      The
      Initial Stockholders hereby represent and warrant to the Purchaser as of the
      Closing Date that:

     

    (a)  Organization
      and Qualification.
      The
      Company is a corporation, duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware, with the requisite corporate
      power and authority to own and use its properties and assets and to carry on
      its
      business as currently conducted. 

    
      
        
        

      

      
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    (b)  Authorization,
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated hereby and by each other Transaction
      Document and to otherwise to carry out its obligations hereunder and thereunder.
      The execution and delivery of this Agreement and each of the other Transaction
      Documents by the Company and the Initial Stockholders and the consummation
      by it
      of the transactions contemplated hereby and thereby has been duly authorized
      by
      all necessary action on the part of the Company and the Initial Stockholders.
      Each of this Agreement and each of the other Transaction Documents has been
      or
      will be duly executed by the Company and the Initial Stockholders and when
      delivered in accordance with the terms hereof or thereof will constitute the
      valid and binding obligation of the Company and the Initial Stockholders
      enforceable against the Company and the Initial Stockholders in accordance
      with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
      laws
      relating to, or affecting generally the enforcement of, creditors’ rights and
      remedies or by other equitable principles of general application.

     

    (c)  Issuance
      of Securities.
      The
      Shares have been duly and validly authorized for issuance, offer and sale
      pursuant to this Agreement and, when issued and delivered as provided hereunder
      against payment in accordance with the terms hereof, shall be valid and binding
      obligations of the Company enforceable in accordance with their respective
      terms. When issued in accordance with the terms hereof, the Shares will be
      duly
      authorized, validly issued, fully paid and non-assessable. 

     

    (d)  Capitalization.
      The
      Company is authorized by its Certificate of Incorporation to issue an aggregate
      of 85,000,000 shares of capital stock, of which 75,000,000 are shares of the
      Common Stock, par value $.0001 per share and 10,000,000 are shares of the
      Preferred Stock, par value $.0001 per share. As of the Closing Date, 3,000,000
      shares of Common Stock will be issued and outstanding, and there will be four
      (4) stockholders of record holding the Common Stock. All of the issued and
      outstanding shares of capital stock of the Company have been duly authorized
      and
      validly issued and are fully paid and nonassessable. All of the issued and
      outstanding shares of capital stock of the Company have been offered, issued
      and
      sold by the Company in compliance with all applicable federal and state
      securities laws. No securities of the Company are entitled to preemptive or
      similar rights, and no Person has any right of first refusal, preemptive right,
      right of participation, or any similar right to participate in the transactions
      contemplated hereby. Except as a result of the purchase and sale of the Shares,
      there are no outstanding options, warrants, script rights to subscribe to,
      calls
      or commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or giving any Person any
      right
      to subscribe for or acquire, any shares of Common Stock, or contracts,
      commitments, understandings or arrangements by which the Company is or may
      become bound to issue additional shares of Common Stock, or securities or rights
      convertible or exchangeable into shares of Common Stock. The issuance and sale
      of the Shares will not obligate the Company to issue shares of Common Stock
      or
      other securities to any Person (other than the Purchaser) and shall not result
      in a right of any holder of securities of the Company to adjust the exercise,
      conversion, exchange or reset price under such securities. Furthermore, subject
      to the satisfaction of the terms and conditions set forth herein, the Shares
      shall be duly authorized for issuance, when delivered in accordance with the
      terms of this Agreement, and shall be validly issued, fully paid and
      non-assessable and the sale thereof shall not be subject to any preemptive
      or
      other similar right.

     

    
      
        
        

      

      
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    (e)  SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      including pursuant to Section 13(a) or 15(d) thereof, since January 19, 2007
      (the foregoing materials being collectively referred to herein as the “SEC
      Reports”) on a timely basis or has received a valid extension of such time of
      filing and has filed any such SEC Reports prior to the expiration of any such
      extension. The Company has identified and made available to the Purchaser a
      copy
      of all filed SEC Reports including the Exchange Act Registration Statement
      on
      Form 10-SB filed by it on January 19, 2007. As of their respective dates, the
      SEC Reports complied in all material respects with the requirements of the
      Securities Act and the Exchange Act and the rules and regulations of the
      Securities and Exchange Commission (the “Commission”)
      promulgated thereunder, and none of the SEC Reports, when filed, contained
      any
      untrue statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary in order to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading. The
      financial statements of the Company included in the SEC Reports comply in all
      material respects with applicable accounting requirements and the rules and
      regulations of the Commission with respect thereto as in effect at the time
      of
      filing. Such financial statements have been prepared in accordance with
      generally accepted accounting principles applied on a consistent basis during
      the periods involved (“GAAP”),
      except as may be otherwise specified in such financial statements or the notes
      thereto, and fairly present in all material respects the financial position
      of
      the Company and its consolidated subsidiaries as of and for the dates thereof
      and the results of operations and cash flows for the periods then ended,
      subject, in the case of unaudited statements, to normal, year-end audit
      adjustments.

     

    (f)  No
      Conflicts.
      Subject
      to the satisfaction of the terms and conditions set forth herein, the execution,
      delivery and performance of this Agreement and the transactions contemplated
      hereby do not and will not: (i) conflict with or violate any provision of the
      Company’s Certificate of Incorporation, By-laws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, or
      give
      to others any rights of termination, amendment, acceleration or cancellation
      (with or without notice, lapse of time or both) of any agreement, credit
      facility, debt or other instrument (evidencing a Company debt or otherwise)
      or
      other understanding to which the Company is a party or by which any property
      or
      asset of the Company is bound or affected or (iii) result in a violation of
      any
      law, rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which the Company is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company is bound or affected.

     

    (g)  Filings,
      Consents and Approvals.
      Other
      than any applicable Current Report on Form 8-K under the Exchange Act of 1934,
      as amended, and the Information Statement contemplated by Section 5.3(b) hereof,
      the Company is not required to obtain any consent, waiver, authorization or
      order of, give any notice to, or make any filing or registration with, any
      court
      or other federal, state, local or other governmental authority or other Person
      in connection with the execution, delivery and performance of this
      Agreement.

     

    
      
        
        

      

      
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    (h)  Compliance.
      The
      Company: (i) is not in default under or in violation of (and no event has
      occurred that has not been waived that, with notice or lapse of time or both,
      would result in a default by the Company under), nor has the Company received
      notice of a claim that it is in default under or that it is in violation of,
      any
      indenture, loan or credit agreement or any other agreement or instrument to
      which it is a party or by which it or any of its properties is bound (whether
      or
      not such default or violation has been waived), (ii) is not in violation of
      any
      order of any court, arbitrator or governmental body and (iii) is not and has
      not
      been in violation of any statute, rule or regulation of any governmental
      authority.

     

    3.2  Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby represents and warrants to the Company and the Initial
      Stockholders as follows:

     

    (a)  Authority.
      The
      Purchaser has the requisite power and authority to enter into and to consummate
      the transactions contemplated hereby and by the other Transaction Documents
      and
      otherwise to carry out its obligations hereunder and thereunder. The acquisition
      of the Shares to be purchased by the Purchaser hereunder has been duly
      authorized by all necessary action on the part of the Purchaser. This Agreement
      has been duly executed and delivered by the Purchaser and constitutes the valid
      and legally binding obligation of the Purchaser, enforceable against it in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      relating to, or affecting generally the enforcement of, creditors rights and
      remedies or by other general principles of equity.

     

    (b)  Investment
      Intent.
      The
      Purchaser is acquiring the Shares to be purchased by it hereunder, and will
      acquire the Shares for its own account for investment purposes only and not
      with
      a view to or for distributing or reselling such Shares, or any part thereof
      or
      interest therein, without prejudice, however, to such Purchaser’s right, subject
      to the provisions of this Agreement, at all times to sell or otherwise dispose
      of all or any part of such Shares in compliance with applicable federal and
      state securities laws.

     

    (c)  Experience
      of Purchaser.
      The
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of an investment in the Shares
      to be acquired by it hereunder, and has so evaluated the merits and risks of
      such investment.

     

    (d)  Ability
      of Purchaser to Bear Risk of Investment.
      The
      Purchaser is able to bear the economic risk of an investment in the Shares
      to be
      acquired by it hereunder and, at the pre-sent time, is able to afford a complete
      loss of such investment.

     

    (e)  Access
      to Information.
      The
      Purchaser acknowledges that it has been afforded (i) the opportunity to ask
      such
      questions as it has deemed necessary of, and to receive answers from,
      representatives of the Company concerning the terms and conditions of the Shares
      offered hereunder and the merits and risks of investing in such securities;
      (ii)
      access to information about the Company and the Company’s financial condition,
      results of operations, business, properties, management and prospects sufficient
      to enable it to evaluate its investment in the Shares; and (iii) the opportunity
      to obtain such additional information which the Company possesses or can acquire
      without unreasonable effort or expense that is necessary to make an informed
      investment decision with respect to the investment and to verify the accuracy
      and completeness of the information that it has received about the
      Company.

     

    
      
        
        

      

      
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    (f)  Pro-Rata
      Investment.The
      Purchaser acknowledges that it will allow the Initial Stockholders an
      opportunity to retain their pro rata share of the Company upon any additional
      sale of shares by the Company prior to a merger or any other business
      combination. Each Selling Stockholder shall exercise, if at all, its right
      to
      purchase up to his proportionate share by providing written notice to the
      Company delivered not later than twenty (20) days after the receipt of the
      notice specifying the number of shares such Selling Stockholder wishes to
      purchase. If such Selling Stockholder fails to exercise its right to purchase
      within such aforesaid 20-day period, such right shall expire. This right does
      not apply to (i) a strategic partner of the Company in connection with (A)
      joint
      venture, manufacturing, marketing or distribution arrangements or (B) technology
      transfer or development arrangements, provided that, the purpose of such
      issuance is not to raise capital and, provided further, that, such issuance
      is
      approved by the Board of Directors of the Company, (ii) pursuant to any
      equipment loan or leasing arrangement, real property leasing arrangement or
      debt
      financing from a bank or similar institution approved by the Board of Directors
      of the Company, (iii) for consideration other than cash or cash equivalents
      pursuant to a merger, consolidation, acquisition or similar transaction approved
      by the Board of Directors of the Company, (iv) as a dividend or distribution
      payable pro rata to all holders of Common Stock or other securities of the
      Company, or (v) in
      connection with the conversion or exercise of any Rights or Convertible
      Securities outstanding on the date hereof in accordance with the terms thereof
      existing on the date hereof
      and upon
      the conversion of any preferred stock. The respective rights and obligations
      of
      the parties under this section shall terminate immediately prior to the
      consummation of a merger or any other business combination.

     

    (g)  Reliance.
      The
      Purchaser understands and acknowledges that (i) the Shares are being offered
      and
      sold to it hereunder are being offered and sold without registration under
      the
      Securities Act in a private placement that is exempt from the registration
      provisions of the Securities Act under Section 4(2) of the Securities Act and
      (ii) the availability of such exemption depends in part on, and that the Company
      will rely upon the accuracy and truthfulness of, the foregoing representations
      and such Purchaser hereby consents to such reliance.

     

     

    ARTICLE
      IV  

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1  Manner
      of Offering.
      The
      Shares are being issued pursuant to section 4(2) of the Securities
      Act.

     

    4.2  Blue
      Sky Laws.
      The
      Company and the Initial Stockholders shall cooperate with the Purchaser in
      connection with the exemption from registration of the Shares under the
      securities or Blue Sky laws of such jurisdictions as the Purchaser may request;
      provided,
      however,
      that
      the Company shall not be required in connection therewith to qualify as a
      foreign corporation where they are not now so qualified. The Company and the
      Initial Stockholders agree that they will execute all necessary documents and
      pay all necessary state filing or notice fees to enable the Company and the
      Initial Stockholders to sell the Shares to the Purchaser.

     

    
      
        
        

      

      
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    4.3  Integration.
      The
      Company and the Initial Stockholders shall not and shall use their best efforts
      to ensure that no Affiliate shall sell, offer for sale or solicit offers to
      buy
      or otherwise negotiate in respect of any security (as defined in Section 2
      of
      the Securities Act) that would be integrated with the offer or sale of the
      Shares in a manner that would require the registration under the Securities
      Act
      of the sale of the Shares to the Purchaser.

     

    4.4  Resignation
      and Appointment of the Company’s Officers and Directors.
      Effective as of the Closing Date, or such later date as agreed to between the
      Company and its current officers, (i) the Company’s officers shall resign and be
      duly replaced by the Purchaser’s designees; and (ii) the Company will cause the
      Purchaser’s director designee to be duly appointed. 

     

     

    ARTICLE
      V

    CONDITIONS
      TO CLOSING

    


    5.1  Conditions
      to the Obligations of the Purchasers.
      The
      obligations of the Purchasers under this Agreement are subject to the
      fulfillment, or the waiver by the Purchasers, of the conditions set forth in
      this Article 5 on or before the Closing Date.

     

    (a)  Accuracy
      of Representations and Warranties.
      Each
      representation and warranty of the Company and the Initial Stockholders
      contained in this Agreement shall be true and correct on and as of the Closing
      Date with the same effect as though such representation and warranty had been
      made on and as of that date.

     

    (b)  Performance.
      The
      Company and the Initial Stockholders shall have performed and complied with
      all
      agreements and conditions contained in this Agreement required to be performed
      or complied with by the Company and the Initial Stockholders prior to or at
      the
      Closing.

     

    (c)  Registration
      Rights Agreement.
      The
      Registration Rights Agreement (the “Registration
      Rights Agreement”)
      among
      the Company and the Stockholders named therein dated as of the date hereof
      shall
      have been executed, delivered and in full force and effect substantially in
      the
      form attached hereto as Exhibit
      A.

     

    (d)  Blue
      Sky Approvals.
      The
      Company shall have received all requisite approvals, if any, of the securities
      authorities of each jurisdiction in which such approval is required, and such
      approvals shall be in full force and effect on the Closing Date.

     

    (e)  Resignation
      of Officers and Directors.
      The
      officers and director of the Seller shall have resigned from their positions
      as
      of the Closing Date.

     

    
      
        
        

      

      
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    (f)  Appointment
      of the Purchaser’s Designees.
      The
      Purchaser’s designees for the officers and director positions of the Company
      shall have been duly appointed.

     

    (g)  No
      Injunction.
      There
      shall not be in effect, at the Closing Date, any injunction or other binding
      order of any court or other tribunal having jurisdiction over the Seller that
      prohibits the sale of the Shares to the Purchaser.

     

    (h)  No
      Liabilities.
      The
      Company shall have no material liabilities as of the Closing Date, including
      accrued or contingent liabilities.

     

    (i)  Certificates
      and Documents.
      The
      Company shall have delivered to counsel to the Purchaser:

     

    
      	a)  	
              a
                copy of the Restated Certificate, as in effect immediately prior
                to the
                Closing, certified by the Secretary of State of the State of Delaware,
                and
                a certificate, as of the most recent practicable date, of the Secretary
                of
                State of the State of Delaware as to the Company’s legal existence and
                corporate good standing;

            


    

     

    
      	b)  	
              a
                certificate of the Secretary or Assistant Secretary of the Company
                dated
                as of the Closing Date, certifying as to (i) the incumbency of officers
                of
                the Company executing the Transaction Documents and all other documents
                executed and delivered in connection herewith, (ii) a copy of the
                By-Laws
                of the Company, as in effect on and as of the Closing Date, and (iii)
                a
                copy of the resolutions of the Board of Directors of the Company
                authorizing and approving the Company’s execution, delivery and
                performance of the Transaction Documents, all matters in connection
                with
                the Transaction Documents, and the transactions contemplated thereby;
                and

            


    

     

    
      	c)  	
              a
                certificate, executed by the President of the Company as of the Closing
                Date, certifying to the fulfillment of all of the conditions to the
                Purchasers obligations under this Agreement, as set forth in this
                Section
                5.

            


    

     

    5.2  Conditions
      of Obligations of the Seller.
      The
      obligations of the Seller to effect the sale of the Shares are subject to the
      following conditions, any or all of which may be waived in whole or in part
      by
      the Seller:

     

    (a)  Representations
      and Warranties.
      Each of
      the representations and warranties of the Purchaser set forth in this Agreement
      shall be true and correct in all material respects as of the Closing
      Date.

     

    (b)  Compliance
      Certificate.
      An
      authorized officer of the Purchaser shall deliver to the Seller at the Closing
      a
      certificate certifying each of the representations and warranties of such the
      Purchaser set forth in this Agreement are true and correct in all material
      respects as of the Closing Date as though made on and as of the Closing Date.
      

     

    
      
        
        

      

      
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    (c)  Performance.
      The
      Purchaser shall have materially performed and materially complied with all
      agreements, obligations and conditions contained in this Agreement that are
      required to be performed or complied with by it or him on or before the
      Closing.

     

    (d)  No
      Injunction.
      There
      shall not be in effect, at the Closing Date, any injunction or other binding
      order of any court or other tribunal having jurisdiction over the Seller that
      prohibits the sale of the Shares to the Purchaser.

     

    (e)  Payment
      of Company Liabilities.
      All
      Company Liabilities shall have been paid or discharged.

     

     

    ARTICLE
      VI

    TERMINATION

    


    6.1  Termination.
      This
      Agreement may be terminated and the purchase and sale of the Shares may be
      abandoned at any time prior to the Closing:

     

    (a)  by
      mutual
      written consent of the parties hereto;

     

    (b)  by
      either
      the Company, the Initial Stockholders or the Purchaser if the Closing shall
      not
      have occurred on or before April 29, 2007 (unless the failure to consummate
      the
      transactions by such date shall be due to the action or failure to act of the
      party seeking to terminate this Agreement);

     

    (c)  by
      the
      Purchaser if (i) the Company or the Initial Stockholders shall have failed
      to
      timely comply in any material respect with any of the covenants, conditions,
      terms or agreements contained in this Agreement to be complied with or performed
      by it prior to the Closing Date, which breach is not cured within ten (10)
      days
      if capable of cure; or (ii) any representations and warranties of the
      Company or the Initial Stockholders contained in this Agreement shall have
      been
      materially false when made or on and as of the Closing Date as if made on and
      as
      of Closing Date (except to the extent it relates to a particular date);
      or

     

    (d)  by
      the
      Company or the Initial Stockholders if (i) the Purchaser shall have failed
      to
      timely comply in any material respect with any of the covenants, conditions,
      terms or agreements contained in this Agreement to be complied with or performed
      by it prior to the Closing Date, which breach is not cured within ten (10)
      days
      if capable of cure; or (ii) any representations and warranties of the Purchaser
      contained in this Agreement shall have been materially false when made or on
      and
      as of the Closing Date.

     

    6.2  Effect
      of Termination.
      In the
      event of the termination of this Agreement pursuant to this Article 6, all
      further obligations of the parties under this Agreement shall forthwith be
      terminated without any further liability of any party to the other parties;
      provided, however, that nothing contained in this Section 6.2 shall relieve
      any
      party from liability for any breach of this Agreement. Upon termination of
      this
      Agreement for any reason, the Purchaser shall promptly cause to be returned
      to
      Company or the Initial Stockholders all documents and information obtained
      in
      connection with this Agreement and the transactions contemplated by this
      Agreement and all documents and information obtained in connection with the
      Purchaser’s investigation of the Company’s business, operations and legal
      affairs, including any copies made by the Purchaser of any such documents or
      information.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

    MISCELLANEOUS

     

    7.1  Notices.
      All
      notices, requests and other communications hereunder shall be in writing and
      either delivered personally, telecopied or sent by certified or registered
      mail,
      postage prepaid,

     

    


    If
      to Purchasers: 

    


    Trinad
      Capital Master Fund, Ltd.

    2121
      Avenue of the Stars

    Suite
      2550

    Los
      Angeles CA, 90067  

    Attn.:
      Jay Wolf

    Fax:
      310-277-2741

    


    with
      a
      copy to:

    Mintz
      Levin Cohn Ferris Glovsky & Popeo, LLC

    666
      Third
      Avenue

    New
      York,
      NY 10017

    Attn.:
      Kenneth Koch, Esq.

    Fax:
      212-983-3115

    


    If
      to the Company:      

    


    Zane
      Acquisition II Inc.

    9620
      Bridgebrook Drive

    Boca
      Raton, FL 33496

    Attn.:
      Steven Bettinger

    Fax:
      561-479-1454

    


    If
      to a Selling Stockholder:

     

    c/o
      Steve
      Bettinger

    9620
      Bridgebrook Drive

    Boca
      Raton, FL 33496

    Fax:
      561-479-1454

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    or
      such
      other address or fax number as any of the foregoing Persons may hereafter
      specify for the purpose by notice to the parties hereto. All such notices,
      requests and other communications shall be deemed received on the date delivered
      personally or by overnight delivery service or telecopied or, if mailed, five
      business days after the date of mailing if received prior to 5 p.m. in the
      place
      of receipt and such day is a business day in the place of receipt. Otherwise,
      any such notice, request or communication shall be deemed not to have been
      received until the next succeeding business day in the place of
      receipt

     

    7.2  Entire
      Agreement.
      This
      Agreement, together with all of the Exhibits and Schedules annexed hereto,
      and
      any other Transaction Document contains the entire understanding of the parties
      with respect to the subject matter hereof and supersede all prior agreements
      and
      understandings, oral or written, with respect to such matters. 

     

    7.3  Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by both the Company and the
      Purchaser, or, in the case of a waiver, by the party against whom enforce-ment
      of any such waiver is sought. No waiver of any default with respect to any
      provision, condition or require-ment of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any other provision, condition
      or
      requirement hereof, nor shall any delay or omission of either party to exercise
      any right hereunder in any manner impair the exercise of any such right accruing
      to it thereafter.

     

    7.4  Headings.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    7.5  Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. The assignment by a party
      of
      this Agreement or any rights hereunder shall not affect the obligations of
      such
      party under this Agreement.

     

    7.6  No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    7.7  Governing
      Law.
      The
      parties hereto acknowledge that the transactions contemplated by this Agreement
      and the exhibits hereto bear a reasonable relation to the State of New York.
      The
      parties hereto agree that the internal laws of the State of New York shall
      govern this Agreement and the exhibits hereto.

     

    7.8  Counterpart
      Signatures.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page were an original
      thereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    7.9  Severability.
      In case
      any one or more of the provisions of this Agreement shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Agreement shall not in any way be affected or
      impaired thereby and the parties will attempt to agree upon a valid and
      enforceable provision which shall be a reasonable substitute therefore, and
      upon
      so agreeing, shall incorporate such substitute provision in this
      Agreement.

     

    [
      SIGNATURE
      PAGE FOLLOWS ]

    


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first indicated above.

     

    Company:

    


    Zane
      Acquisition II Inc.

    


    


    


    By: _/s/
      Steven Bettinger_________

    Name:
      Steven Bettinger

    Title:
      President

    


     

    Initial
      Stockholders:

    


     

    By: _/s/
      Steven Bettinger   ________

    Steven
      Bettinger

    


    


    By: _/s/
      Jared Shaw    ____________

    Jared
      Shaw

    


    


    By: _/s/
      Ivan Spinner ____________

    Ivan
      Spinner

    


    


    


    Purchaser:

    


    Trinad
      Capital Master Fund, Ltd.

     

    By: __/s/
      Jay Wolf ______________

    Name:
      Jay Wolf_________________

    Title:
      _Director _________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      A

    


    


    Registration
      Rights Agreement