STATIONDIGITAL CORPORATION SECOND AMENDMENT IN CONNECTION WITH THE AMENDED AND RESTATED SECURITIES PURCHASEAGREEMENT DATED AUGUST 26, 2014 THE DATE OF THIS SECOND AMENDMENT IS JANUARY14, 2015

EX-10.11 2 s100967_ex10-11.htm EXHIBIT 10.11

Exhibit 10.11

 

STATIONDIGITAL CORPORATION

 

SECOND AMENDMENT IN CONNECTION WITH THE

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

DATED AUGUST 26, 2014

 

 

THE DATE OF THIS SECOND AMENDMENT IS JANUARY 14, 2015

 

 

Reference is made to the Amended and Restated Securities Purchase Agreement, dated August 26, 2014 (the “SPA”), by and among StationDigital Corporation (the “Company”), each purchaser of 12% senior secured convertible notes (the “Notes”) and warrants to purchase shares of common stock of the Company (the “Warrants”) as identified on the signature pages thereto (the “Purchasers”) and Steel Pier Capital Advisors, LLC, as the collateral agent. Capitalized terms used and not defined herein shall have the meanings set forth in the SPA.

 

The Company wishes to inform its Purchasers of certain revisions made to the Notes and Warrants, which are explained further below in this amendment (the “Second Amendment”). This Second Amendment shall become effective upon receipt of signatures from all Purchasers.

 

As the revisions represent material changes to the SPA, we ask that you acknowledge that you have reviewed this Second Amendment and consent to the revisions discussed below. Please sign this Second Amendment in the space provided on the next page to indicate your receipt and review of this information as well as your consent.

 

I.AMENDMENT TO THE SPA

 

A.Section 2.2(a) shall be amended such that (i) the Company may hold additional Closings of sales of Notes and Warrants through and including January 31, 2015 and (ii) the maximum offering amount is increased from $2,300,000 to $3,000,000.

 

II.MISCELLANEOUS

 

A.Counterparts. This Second Amendment may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures shall bind the parties hereto to the same extent as original signatures.

 

B.Governing Law. This Second Amendment shall be governed in accordance with the internal laws of the State of New York as set forth in Section 8.8 of the SPA.

 

 

 

 
 

 

[SIGNATURE PAGE TO THE SECOND AMENDMENT]

 

By signing below, the undersigned (i) agrees to continue as a Purchaser pursuant to the terms of the SPA, Notes and Warrants, and as described herein; and (ii) represents and warrants to the Company that the undersigned has read and reviewed this Second Amendment and understands the revised terms as described herein.

 

 

Date: Jan. 20, 2015                                          
    
    
STATIONDIGITAL CORPORATION  AXIOM CAPITAL MANAGEMENT. INC.
    
/s/ Louis Rossi                                              /s/ Mark Martino                                      
Louis Rossi  Mark Martino
Chief Executive Officer  President and Chief Executive Officer
    

 

 

 

ENTITY  ENTITY
    
Eagle Venture Management                      Steel Pier Capital Advisors                      
Print Name of Entity  Print Name of Entity
    
    
Sam Bachman                                              Michael Clofine                                         
Print Name of Authorized Signatory  Print Name of Authorized Signatory
    
    
/s/ Sam Bachman                                         /s/ Michael Clofine                                  
Signature of Authorized Signatory  Signature of Authorized Signatory