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