Exhibit 10.17


 


FirsT
Amendment to SOFTWARE TRANSFER Agreement


  


This
First Amendment to SOFTWARE Agreement (this “Amendment”) is entered into as October 4, 2019, by and between
Swiss Interactive Software GmbH, a Swiss corporation with offices at Ave. Beauregard 12, 1700 Fribourg, Switzerland (“Swiss
Interactive”), and Esports Entertainment Group, Inc., a Nevada corporation with its principal office at 170 Pater House,
Psaila Street, Birkirkara, Malta, (“Esports Entertainment”) (Swiss Interactive and Esports Entertainment each,
a “Party;” together, the “Parties”).


 


RECITALS


 


WHEREAS, the Parties
entered into that certain Software Transfer Agreement dated April 7, 2019, whereby Swiss Interactive transfered to Esports Entertainment,
in exchange for Esports Entertainment’s payment of transfer fees, ownership of certain software (the “Original Agreement”),
as further described in the Original Agreement; and


 


WHEREAS, the Parties
desire to amend the Original Agreement to allow for additional time for a Qualified Offering (as such term is defined in the Original
Agreement) to be consummated.


 


NOW THEREFORE, for
good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:


 


1. Amendments.
The Original Agreement shall be amended as follows, in accordance with the terms and conditions of Section 8.12 thereof:


 


		a.	References to this “Agreement” shall mean the Original Agreement as amended by this
Amendment.



 


		b.	Section 3.2(f) of the Original Agreement is hereby deleted in its entirety and replaced
with the following:



 


Without prejudice to any other
provision of this Agreement, in the event that the Effective Date does not take place prior to June 30, 2020 (the “Deadline
Date”), then the Agreement shall terminate with immediate-effect on the Deadline Date and neither party shall have any further
rights or obligations to the other party hereunder, notwithstanding the pre-existing Software License Agreement between the Parties.


 


2. Governing
Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Nevada
without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).
Any legal proceeding arising out of or based upon this Agreement shall be instituted in the federal courts or the courts of the
state of Nevada and each party irrevocably submits to the exclusive jurisdiction of such courts in any such proceeding.


 


3. Counterparts.
This Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties shall not have signed the same
counterpart.


 




     


     


    

 


 


IN WITNESS WHEREOF,
the Parties, by their duly authorized representatives, have executed this Amendment as of the date first stated above.  


 


	Swiss Interactive Software GmbH.	 	Esports Entertainment Group, Inc.
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	Yan Rozum	 	Name:	Grant Johnson
	Title:	Director	 	Title:	Chief Executive Officer