EXHIBIT 10.11 AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, DATED DECEMBER 22, 2004, BY AND AMONG CIROND CORPORATION AND THE PURCHASERS SIGNATORY THERETO AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, DATED DECEMBER 22, 2004, BY AND...The Securities Purchase Agreement • August 7th, 2006 • Cirond Corp • Services-prepackaged software
Contract Type FiledAugust 7th, 2006 Company IndustryAMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, DATED DECEMBER 22, 2004, BY AND AMONG CIROND CORPORATION AND THE PURCHASERS SIGNATORY THERETO
AMENDMENT #6 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $3,725,000 PROMISSORY NOTEThe Securities Purchase Agreement • December 8th, 2017 • Blink Charging Co. • Power, distribution & specialty transformers
Contract Type FiledDecember 8th, 2017 Company IndustryThis Amendment #6, dated August 28, 2017 (this “Amendment”), is by and between Car Charging Group, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT DATED NOVEMBER 7, 2018The Securities Purchase Agreement • October 1st, 2020 • RDE, Inc. • Retail-catalog & mail-order houses
Contract Type FiledOctober 1st, 2020 Company IndustryTHIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, SENIOR CONVERTIBLE PROMISSORY NOTE, AND COMMON STOCK PURCHASE WARRANT dated November 7, 2018, is made effective as of November 13, 2018, by and between Incumaker, Inc., a Delaware corporation (the “Company”), and FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
W I T N E S S E T H:The Securities Purchase Agreement • September 29th, 2008 • Ingen Technologies, Inc. • Miscellaneous manufacturing industries
Contract Type FiledSeptember 29th, 2008 Company Industry
AMENDMENT #8 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $3,725,000 PROMISSORY NOTEThe Securities Purchase Agreement • December 8th, 2017 • Blink Charging Co. • Power, distribution & specialty transformers
Contract Type FiledDecember 8th, 2017 Company IndustryThis Amendment #8, dated September 6, 2017 (this “Amendment”), is by and between Car Charging Group, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • March 6th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
Contract Type FiledMarch 6th, 2009 Company IndustryThis amendment (“Amendment”) is made and entered into as of the 13th day of September, 2005 (“Effective Date”) by and between Specialty Risk Solutions, LLC (“SRS”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on May 11, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement.
AMENDMENT #6 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $2,500,000 PROMISSORY NOTEThe Securities Purchase Agreement • November 20th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
Contract Type FiledNovember 20th, 2017 Company IndustryThis Amendment #6, dated November 20, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT #1The Securities Purchase Agreement • August 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
Contract Type FiledAugust 15th, 2017 Company IndustryThis Amendment #1, dated May 22, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
ContractThe Securities Purchase Agreement • April 1st, 2015 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products
Contract Type FiledApril 1st, 2015 Company Industry
AMENDMENT #9 TO THE SECURITIES PURCHASE AGREEMENT TO THE PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTSThe Securities Purchase Agreement • November 20th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
Contract Type FiledNovember 20th, 2017 Company IndustryThis Amendment #9, dated September 21, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT #3 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $1,579,500 PROMISSORY NOTEThe Securities Purchase Agreement • May 15th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
Contract Type FiledMay 15th, 2017 Company IndustryThis Amendment #3, dated April 13, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”).
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • September 30th, 2010 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
Contract Type FiledSeptember 30th, 2010 Company Industry JurisdictionThis Amendment No. 1 (this “Amendment”) to the Securities Purchase Agreement, by and between Oncothyreon Inc., a Delaware corporation (the “Company”), and _________ (“Investor”) is dated as of September 28, 2010 and amends the Securities Purchase Agreement dated as of September 23, 2010 (the “Purchase Agreement”) by and among the Company and the Purchasers (as defined in the Purchase Agreement). Investor is one of the Purchasers party to the Purchase Agreement. The Company and the Investor shall be referred to collectively herein as the “Parties.” All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Purchase Agreement.
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • July 14th, 2017 • American Midstream Partners, LP • Natural gas transmission • New York
Contract Type FiledJuly 14th, 2017 Company Industry JurisdictionThis FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of July 14, 2017 and effective as of June 30, 2017, amends that certain Securities Purchase Agreement, dated as of October 31, 2016 (the “Agreement”), by and between American Midstream Partners, LP, a Delaware limited partnership (“AMID”), and Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Agreement.
AMENDMENT #4 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $3,725,000 PROMISSORY NOTEThe Securities Purchase Agreement • December 8th, 2017 • Blink Charging Co. • Power, distribution & specialty transformers
Contract Type FiledDecember 8th, 2017 Company IndustryThis Amendment #4, dated July 20, 2017 (this “Amendment”), is by and between Car Charging Group, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT # 1 TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 20, 2017The Securities Purchase Agreement • December 27th, 2017 • Sincerity Applied Materials Holdings Corp. • Services-business services, nec
Contract Type FiledDecember 27th, 2017 Company IndustryTHIS AMENDMENT #1 (the “Amendment”) TO THE SECURITIES PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT, AND CONVERTIBLE PROMISSORY NOTE dated November 20, 2017, is made effective as of December 19, 2017, by and between Sincerity Applied Materials Holdings Corp., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively, the “Parties”).
AMENDMENT #7 TO THE SECURITIES PURCHASE AGREEMENT TO THE $2,106,000 PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTSThe Securities Purchase Agreement • June 13th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
Contract Type FiledJune 13th, 2017 Company IndustryThis Amendment #7, dated June 6, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT #2 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $3,725,000 PROMISSORY NOTEThe Securities Purchase Agreement • May 15th, 2017 • Car Charging Group, Inc. • Power, distribution & specialty transformers
Contract Type FiledMay 15th, 2017 Company IndustryThis Amendment #2, dated May 15, 2017 (this “Amendment”), is by and between Car Charging Group, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
ContractThe Securities Purchase Agreement • August 14th, 2017 • El Capitan Precious Metals Inc • Metal mining
Contract Type FiledAugust 14th, 2017 Company IndustryAMENDMENT TO THE SECURITIES PURCHASE AGREEMENT AND $550,000 PROMISSORY NOTE DATED February 21, 2017 The parties agree that the Securities Purchase Agreement and $550,000 Promissory Note by and between El Capitan Precious Metals, Inc. ("Company") and Lucas Hoppel ("Holder") is hereby amended as follows: Maturity Date: The Maturity Date shall for the first tranche of $100,000 shall be extended to November 15th, 2017. Conversion Price: The Conversion Price shall permanently be changed to equal the lesser of (a) the VWAP of the Common Stock on the trading day prior to the any Advance or (b) 75% of the average of the two lowest daily trades in the five trading days prior to the conversion notice. ALL OTHER TERMS AND CONDITIONS OF THE $550,000 PROMISSORY NOTE REMAIN IN FULL FORCE AND EFFECT. Please indicate acceptance and approval of this amendment dated July 24th, 2017 by signing below: John F. Stapleton El Capital Precious Metals, Inc. Chief Executive Officer
FIFTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • August 7th, 2009 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
Contract Type FiledAugust 7th, 2009 Company IndustryThis amendment (“Amendment”) is made and entered into as of June 11, 2009 (“Effective Date”) by and between Specialty Risk Solutions, LLC (“Purchaser”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT (“Agreement”) entered into by the parties on May 11, 2005, as amended. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • November 6th, 2006 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
Contract Type FiledNovember 6th, 2006 Company IndustryThis amendment (“Amendment”) is made and entered into as of the 5th day of September, 2006 (“Effective Date”) by and between American Patriot Insurance Agency, Inc. (“API”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT(“Agreement”) entered into by the parties on January 24, 2006. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
TENTH AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • November 19th, 2010 • Cascade Bancorp • State commercial banks • New York
Contract Type FiledNovember 19th, 2010 Company Industry JurisdictionThis Tenth Amendment to the Securities Purchase Agreement (the “Tenth Amendment”) is entered into effective as of November 5, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended February 16, 2010, June 1, 2010, June 30, 2010, July 15, 2010, July 30, 2010, August 31, 2010, September 15, 2010, September 29, 2010 and October 29, 2010 (the “Agreement”), between the Company and Investor. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement.
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT OF LITHIUM EXPLORATION GROUP, INC.The Securities Purchase Agreement • May 18th, 2012 • Lithium Exploration Group, Inc. • Metal mining
Contract Type FiledMay 18th, 2012 Company IndustryThis Amendment to the Securities Purchase Agreement of Lithium Exploration Group, Inc. (this “Amendment”) is made as of the May 15, 2012, by and between Lithium Exploration Group, Inc., a Nevada corporation (the “Company”), and Hagen Investments Ltd. (“Holder”). Capitalized terms defined in this Amendment and not otherwise defined herein shall have the same meanings as ascribed to them in the Securities Purchase Agreement of Lithium Exploration Group, Inc. (the “SPA”), issued by the Company to Holder on March 28, 2012.
AMENDMENT NUMBER 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • August 25th, 2011 • Nutrastar International Inc. • Food and kindred products • Nevada
Contract Type FiledAugust 25th, 2011 Company Industry JurisdictionTHIS AMENDMENT NUMBER 1 TO THE SECURITIES PURCHASE AGREEMENT, dated as of August 24, 2011 (this “Amendment”), is entered into by and between Nutrastar International Inc., a Nevada corporation (the “Company”) and ARC China Investment Funds (the “Majority Purchaser”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement (as defined below).
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • March 31st, 2022 • Gse Systems Inc • Services-prepackaged software • Delaware
Contract Type FiledMarch 31st, 2022 Company Industry JurisdictionTHIS FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into as of March 9, 2022 (the “Effective Date”), by and between GSE Systems, Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • October 27th, 2015 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products
Contract Type FiledOctober 27th, 2015 Company IndustryThis Amendment No. 1 (the “Amendment”) to the Securities Purchase Agreement, dated August 13, 2015 (the “Purchase Agreement”), is entered into as of October 16, 2015 by and between True Drinks Holdings, Inc., a Nevada corporation (the “Company”), and each of the parties (individually, a “Purchaser” and collectively the “Purchasers”) identified in the signature pages hereto. Unless otherwise specified herein, all capitalized terms set forth in this Amendment shall have the meanings as set forth in the Purchase Agreement.
AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $3,725,000 PROMISSORY NOTEThe Securities Purchase Agreement • April 14th, 2017 • Car Charging Group, Inc. • Power, distribution & specialty transformers
Contract Type FiledApril 14th, 2017 Company IndustryThis Amendment No. 1, dated March 23, 2017 (this “Amendment”), is by and between Car Charging Group, Inc., a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT #3The Securities Purchase Agreement • August 15th, 2017 • Duos Technologies Group, Inc. • Services-prepackaged software
Contract Type FiledAugust 15th, 2017 Company IndustryThis Amendment #3, dated August 14, 2017 (this “Amendment”), is by and between Duos Technologies Group, Inc., a Florida corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • November 29th, 2023 • 180 Life Sciences Corp. • Pharmaceutical preparations
Contract Type FiledNovember 29th, 2023 Company IndustryThis Amendment No. 1 to the Securities Purchase Agreement (this “Amendment”) is made and entered into effective November 28, 2023, by and between 180 Life Sciences Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”). Capitalized terms not defined herein shall have the meaning set forth in the Securities Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • July 20th, 2016 • True Drinks Holdings, Inc. • Medicinal chemicals & botanical products
Contract Type FiledJuly 20th, 2016 Company IndustryThis Amendment No. 1 (the “Amendment”) to the Securities Purchase Agreement, dated April 12, 2016 (the “Purchase Agreement”), is entered into as of July __, 2016 by and between True Drinks Holdings, Inc., a Nevada corporation (the “Company”), and each of the parties (individually, a “Purchaser” and collectively the “Purchasers”) identified in the signature pages hereto. Unless otherwise specified herein, all capitalized terms set forth in this Amendment shall have the meanings as set forth in the Purchase Agreement.
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • January 3rd, 2023 • Masonite International Corp • Millwood, veneer, plywood, & structural wood members
Contract Type FiledJanuary 3rd, 2023 Company IndustryThis Amendment No. 1, dated as of December 30, 2022 (this “Amendment”), to the Securities Purchase Agreement, dated as of November 2, 2022 (the “Agreement”), by and among Masonite Corporation, a Delaware corporation (“Buyer”), EPI Holdings, Inc., a Delaware corporation (the “Company”), Cyprium Investors V LP, a Delaware limited partnership (“Cyprium Investors V”), Cyprium Parallel Investors V LP, a Delaware limited partnership (“Cyprium Parallel V”), 1492 Capital LLC, an Ohio limited liability company (“1492 Capital”), Nationwide Defined Benefit Master Trust, an employee pension plan organized in New York (“Nationwide”), Bruce Procton, a natural person, the Rose E. Procton Irrevocable Trust u/a/d 12/31/12, the Alexander M. Procton Irrevocable Trust u/a/d 12/31/12, the Jonas M. Procton Irrevocable Trust u/a/d 12/31/12, Kevin MacDonald, a natural person, Walter Hammond, a natural person, Greg McGehee, a natural person, and Larry Repar, a natural person (collectively, the “Company Stockho
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • December 15th, 2005 • Specialty Underwriters Alliance, Inc. • Fire, marine & casualty insurance
Contract Type FiledDecember 15th, 2005 Company IndustryThis amendment (“Amendment”) is made and entered into as of the 21st day of October, 2005 (“Effective Date”) by and between Appalachian Underwriters, Inc.(“Appalachian”) and Specialty Underwriters’ Alliance, Inc., and amends the SECURITIES PURCHASE AGREEMENT(“Agreement”) entered into by the parties on October 11, 2005. Any terms defined in the Agreement and used herein shall have the same meaning in this Amendment as in the Agreement. In the event that any provision of this Amendment and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provision of this Amendment shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent or conflicting with the Agreement. Any capitalized terms not defined herein shall be defined as in the Agreement.
AMENDMENT #2 TO THE SECURITIES PURCHASE AGREEMENT AND TO THE $1,053,000 PROMISSORY NOTEThe Securities Purchase Agreement • March 20th, 2017 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
Contract Type FiledMarch 20th, 2017 Company IndustryThis Amendment #2, dated March 14, 2017 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”)
SECOND AMENDMENT TO THE SECURITIES PURCHASE AGREEMENTThe Securities Purchase Agreement • June 2nd, 2010 • Cascade Bancorp • State commercial banks • New York
Contract Type FiledJune 2nd, 2010 Company Industry JurisdictionThis Second Amendment to the Securities Purchase Agreement (the “Second Amendment”) is entered into effective as of June 1, 2010, by and among Cascade Bancorp, an Oregon corporation, (the “Company”), David F. Bolger, in his individual capacity (the “Investor”) and Two-Forty Associates LLC, a New Jersey limited liability company as successor by merger to Two-Forty Associates, L.P. and amends that certain Securities Purchase Agreement, dated October 29, 2009, as amended by the First Amendment to Securities Purchase Agreement dated February 16, 2010 (the “Agreement”), between the Company and Investor. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Agreement.
AMENDMENT #11 TO THE SECURITIES PURCHASE AGREEMENT TO THE PROMISSORY NOTE AND TO THE COMMON STOCK PURCHASE WARRANTSThe Securities Purchase Agreement • August 20th, 2018 • Blue Sphere Corp. • Services-computer programming, data processing, etc.
Contract Type FiledAugust 20th, 2018 Company IndustryThis Amendment #11, dated July 26, 2018 (this “Amendment”), is by and between Blue Sphere Corporation, a Nevada corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”).
TO THE SECURITIES PURCHASE AGREEMENT ANDThe Securities Purchase Agreement • April 20th, 2017 • Activecare, Inc. • Communications equipment, nec
Contract Type FiledApril 20th, 2017 Company IndustryThis Amendment #5, dated April 19, 2017 (this "Amendment"), is by and between ActiveCare, Inc., a Delaware corporation (the "Issuer") and JMJ Financial (the "Investor") (referred to collectively herein as the "Parties")