Exhibit 10.11(C)

 

BCM

 

CONFIDENTIAL

 

September 18, 2014

 

Philip Wagenheim
 President
 Zynerba Pharmaceuticals, Inc.
 712 Fifth Avenue, 22nd Floor
 New York, New York 10019

 

Re:                             Amendment No. 2 to Advisory Services Agreement with Broadband Capital Management

 

Dear Mr. Wagenheim:

 

This Amendment No. 2 (the “Amendment”) confirms certain additional terms to the BCM letter agreement by and between Broadband Capital Management LLC (“BCM”) and Zynerba Pharmaceuticals, Inc., f/k/a AllTranz, Inc., (the “Company”) dated as of July 16, 2014, as amended by Amendment No. 1 on September 3, 2014 (as amended, the “Agreement”) pursuant to which the Broadband Capital Management LLC (“BCM”) agreed to provide advisory services.  The Amendment is being entered into in recognition of the incremental scope and duration of services that BCM is providing to the company and provides for corresponding fees for such efforts, specifically, a grant of 545,192 shares of common stock of the Company.  Terms used but not defined herein will have the definition ascribed to such term in the Agreement.

 

Paragraph 2, which currently reads as set forth below:

 

BCM will provide those services as are mutually agreed between BCM and the Company, which may include strategic advisory services, advice on Company positioning, valuation analyses, advice regarding additional financing and assisting the Company in identifying and retaining managers, directors and employees (the “Services”).  In exchange for such services, the Company will pay BCM a cash fee of $250,000 within thirty (30) days of the execution of this letter agreement.

 

Shall be amended and replaced in its entirety as set forth below:

 

BCM will provide those services as are mutually agreed between BCM and the Company, which may include strategic advisory services, advice on Company positioning, valuation analyses, advice regarding additional financing and assisting the Company in identifying and retaining managers, directors and employees (the “Services”).  In exchange for such services, the Company will pay BCM a cash fee of $250,000 within thirty (30) days of the execution of this letter agreement and issue 1,089,676 shares of common stock of the Company to be structured in a tax efficient manner.

 

Except as specifically amended hereby, the Agreement shall remain in full force and effect.

 

[Signature page follows]

 

Broadband Capital Management LLC | 712 Fifth Avenue, New York, New York 10019 | tel 212.759.2020 | fax 212.702.9830

www.broadbandcapital.com

Member FINRA, SIPC

 











 

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to us.

 

	
 
    	
Very truly yours,
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
BROADBAND   CAPITAL MANAGEMENT LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Michael Rapp
    
	
 
    	
Name: 
    	
Michael Rapp
    
	
 
    	
Title: 
    	
Chairman
    
	
 
    	
 
    
	
 
    	
 
    
	
Agreed and accepted as   of the date first set forth above:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
AllTranz, Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By: 
    	
/s/ Philip Wagenheim
    	
 
    	
 
    
	
Name: 
    	
Philip Wagenheim
    	
 
    	
 
    
	
Title: 
    	
President
    	
 
    	
 
    


 

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