DocuSign Envelope ID: 7F0E74D5-E025-471F-8D02-AE08A5CF3CB8

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT

THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT (“Amendment”) is 

made and entered into as of 1 August 2019 (“Effective Date”) by and between,

on the one hand, and ZroBlack LLC, a Delaware 

limited liability company (“ZroBlack”), John Saenz and Jonathan Villareal on the other (and jointly: “Service 

Provider”). Each of ZroBlack, Service Provider and may be referred to individually as a “Party” and 

collectively as the “Parties. Definitions applied in the Professional Services Agreement are hereby 

incorporated by reference and shall apply, unless expressly defined otherwise in this Amendment.

WHEREAS, The Parties entered into that Professional Services Agreement, effective April 15, 2019 

(the “Professional Services Agreement”), agreed to receive and ZroBlack agreed to provide to 

, certain development and consultancy services to either add to or embed in product 

offering as further defined in the Professional Services Agreement.

WHEREAS, Service Provider has notified of its desire to change the ownership and control 

structure of ZroBlack whereby John Saenz will assign ownership of ZroBlack entirely to Jonathan Villareal 

who shall become the sole owner and director.

WHEREAS, As a result of the change at ZroBlack, Parties are seeking to amend certain terms of 

the Professional Services Agreement, specifically the signatories and individual parties to the Professional 

Services Agreement.

NOW, THEREFORE, in consideration of the agreements made herein and for other good and 

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and 

notwithstanding any other provision of the Professional Services Agreement, the Parties acknowledge and 

agree as follows:

1. John Saenz shall be removed as an individual signatory and party to the Professional 

Services Agreement. As of the Effective Date, John Saenz discharges and all of its employees, 

agents, successors, assigns, legal representatives, affiliates, directors and officers from and against any 

and all actions, claims, suits, demands, payment obligations or other obligations or liabilities of he now 

has or may in the future have directly or indirectly arising out of (or in connection with) the Professional 

Services Agreement.

2. As of the Effective Date, releases John Saenz of any further performance for the 

delivery of the Deliverables and provision of the Services pursuant to the Professional Services Agreement, 

except for sections 7 and 9 of the Professional Services Agreement, which shall survive any termination and/or 

amendment in accordance with their respective terms.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as of the 

date first set forth above.

-1-

17

Case 5:20-cv-00571-OLG Document 37-17 Filed 01/15/21 Page 1 of 2
DocuSign Envelope ID: 7F0E74D5-E025-471F-8D02-AE08A5CF3CB8

By: By:

Name: Matt Jones, CEO Name: George, Janssen, Director

ZroBlack LLC

By:

Name: John Saenz, CEO

Jonathan Villareal John Saenz

By: By:

-2-

Case 5:20-cv-00571-OLG Document 37-17 Filed 01/15/21 Page 2 of 2