Exhibit 10.17


 








AMENDMENT to the Common Stock Purchase
Agreement (the “Agreement”), dated as of February 11, 2015, by and between Soul and Vibe Interactive Inc. (the
“Company”) and Beaufort Capital Partners, LLC (the “Investor).


 


WHEREAS, the parties desire to amend
the Agreement in certain respects.


 


NOW, THEREFORE, in consideration of the
foregoing and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.          Capitalized
terms used but not defined herein shall have the meanings given such terms in the Agreement.


 


2.          Section
2.1 is hereby supplemented by the following, which shall constitute the last sentence of such section:


 


“The parties hereby agree that the initial
number of shares to be registered hereunder shall be 20,000,000 shares (the “Initial Commitment Shares”) with
all remaining Registrable Securities (the “Additional Commitment Shares”) to be registered on supplemental Registration
Statements.”


 


3.          Section
8.1 is hereby deleted and replaced in its entirety by the following:


 


“Termination.  Unless
earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earlier to occur
of (i) the last day of the month preceding the 36-month anniversary of the Effective Date (it being hereby acknowledged and agreed
that such term may not be extended by the parties hereto) and (ii) the date on which the Investor shall have purchased or acquired
shares of Common Stock pursuant to this Agreement equal to the Aggregate Limit. Subject to Section 8.3, the Company may,
provided that shares of Common Stock aggregating no less than twenty-five percent (25%) of the Total Commitment shall have been
sold by the Company to the Investor pursuant hereto, terminate this Agreement effective upon one Trading Day’s prior written
notice to the Investor in accordance with Section 10.4. Subject to Section 8.3, this Agreement may be terminated
at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise
provided in such written consent.”


 


4.          Section
8.2 is hereby supplemented by the following, which shall constitute the last sentence of such section:


 


“provided, however, that in the case of
each of (i) and (iv) noted in the prior sentence, each such event has occurred because of the Company’s act or omission to
act.”


 


5.          Except
as amended hereby, the Agreement shall remain unmodified and is hereby ratified in all respects.


 


6.          This
Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.


 


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IN WITNESS WHEREOF, the Company and
the Investor have executed this Amendment as of the 28th day of April, 2015.


 


	 	SOUL AND VIBE INTERACTIVE INC.:
	 	 
	 	By:	 /s/ Peter Anthony Chiodo
	 	Name: Peter Anthony Chiodo
	 	Title: Chief Executive Officer 
	 	 
	 	BEAUFORT CAPITAL PARTNERS LLC, 

a New York limited liability company:
	 	 
	 	By:	 /s/ Leib Schaeffer
	 	Name: Leib Schaeffer
	 	Title: Managing Member