Exhibit 10.25



 Exhibit 10.25 
 AMENDMENT NO. 2 TO 
 PURCHASE AGREEMENT 
 This Amendment, dated as of September 8, 2008 (this “Amendment”), is entered into by and among TouchTunes Music Corporation, a Delaware
corporation (the “Purchaser”), TouchTunes Holding Corporation, a Delaware corporation (“Holdings”), and the parties listed on Schedule A hereto (the “Amending Sellers”), for the purpose of amending the Purchase
Agreement, dated as of September 24, 2007, as amended on December 6, 2007 (the “Agreement”), by and among the Purchaser, White Rabbit Game Studio, LLC, Kenneth Fedesna, Mark Loffredo, Edward Pellegrini, Edward Suchocki, William
J. Federighi, Thomas M. Lotus and Dante Federighi (collectively, the “Sellers”), and Kenneth Fedesna as the Sellers’ Representative. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in
the Agreement. 
 WHEREAS, the Purchaser, Holdings and the Sellers wish to amend the Agreement in the manner set forth below; 
 NOW, THEREFORE, in consideration of the mutual covenants herein, the parties hereby agree as follows: 
 1. Performance Milestones. The parties hereby agree as follows with respect to the Performance Milestones referred to in Section 1.7(a) of the
Agreement: (a) the Performance Milestones set forth on Exhibit F to the Agreement shall be deemed to be satisfied as of September 10, 2008; (b) 500,000 shares of the Additional Stock Consideration will be released from escrow
on September 10, 2008, and (c) payment by wire transfer of $750,000 to the Sellers’ Designated Account shall be made by the Purchaser on February 8, 2009. 
 2. First Anniversary Payment. Section 1 .2(b)(ii) of the Agreement is hereby amended to replace the phrase “subject to Section 1.12
below, $1,000,000 payable on the earlier of (A) the first anniversary of Closing or (B) consummation of a Public Offering (as defined below) by the Purchaser (the “First Anniversary Payment”)...” with the
following: 
 “subject to Section 1.12 below from the date hereof through and including September 24, 2008 but not thereafter,
$1,000,000, payable on the earlier of (A) March 24, 2009 or (B) consummation of a Public Offering (as defined below) by the Purchaser (the “First Anniversary Payment”)...”  
 Purchaser hereby confirms its obligation, under Section 1.2(a)(iii) of the Agreement, to release an aggregate of 500,000 shares of Purchaser Common Stock, referred
to as the “Base Stock Consideration” to the Sellers on the first anniversary of the Closing (which is September 24, 2008). 







 3. Right to Put Stock Consideration. 
 (a) Section 1.10(a) is hereby amended to replace the phrase “During the period from October 1, 2009 through December 31, 2009 (the
“Put Period”)...” with the following: 
 “During the period from April 1, 2010 through June 30, 2010
(the “Put Period”)...” 
 (b) Section 1.10(b) is hereby amended to substitute the date “June 30,
2010” for “December 31, 2009” in the first sentence of such section. 
 (c) Section 1.10(c) is hereby amended to
substitute the date “April 1, 2010” for “October 1, 2009” in clause (ii) of such section and to substitute the date “June 30, 2010” for “December 31, 2009” in clause (iii) of such section.

 4. Cancellation of Stock Consideration. Section 1.11 of the Agreement is hereby amended to replace the phrase “All Stock
Consideration held in escrow for the Sellers pursuant to this Article 1 shall be cancelled by the Purchaser to the extent not earned by the Sellers under Section 1.7 within 30 months after the first commercial shipment of the Units...”
with the following: 
 “All Stock Consideration held in escrow for the Sellers pursuant to this Article 1 shall be cancelled by the
Purchaser to the extent not earned by the Sellers under Section 1.7 within 36 months after the first commercial shipment of the Units...”. 
 5. Sellers’ Right of Repurchase. 
 (a) Clause (i) of the first sentence of
Section 1.13(a) of the Agreement is hereby amended to replace such clause in its entirety with the following: 
 “(i) the Purchaser
defaults on the payment to the Sellers of either the First Anniversary Payment or the payment relating to satisfaction of the Performance Milestones pursuant to Section 1.7(a), in either case at the time such payment is due in accordance with
this Amendment,”. 
 (b) Clause (ii) of the first sentence of Section 1.13(c) of the Agreement is hereby amended to replace
such clause in its entirety with the phrase “(ii) April 24, 2009.” 
  

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 (c) Section 1.1 3(d)(i) of the Agreement is hereby amended to replace such section in its entirety
with the following: 
 “(d) (i) Repurchase Price. The aggregate price to be paid by the Sellers to repurchase the White Rabbit
Assets shall be an amount equal to the sum of (A) the Repurchase Price (as defined below), (B) the surrender for cancellation by the Purchaser of all Stock Consideration delivered to the Sellers pursuant to this Agreement, and (C) the
release and return to the Purchaser of any amounts paid into escrow pursuant to clause (ii) of this Section 1.13(d) below. The Repurchase Price shall be determined according to the following formula: 
 Repurchase Price = (0.5*(x + y – 1,750,000)) + S – L 
 where 
 x = the Cash Consideration paid by the Purchaser to the Sellers prior to the Initial Seller Notice

 y = $4,373,958 plus the aggregate direct manufacturing cost of all Units in inventory and all Unit components comprising work-in-process,
determined on the date of the Repurchase Option Closing 
 S = any severance, employee benefit or other costs, incurred directly or
indirectly, in connection with the termination or transfer to the transferee of the White Rabbit Assets and the White Rabbit Liabilities, of any employees of the Purchaser who worked for the White Rabbit Division (other than any who were employees
of the Purchaser prior to the Closing or other employees of Purchaser transferred from Purchaser to the White Rabbit Division without Sellers’ consent), who cease to be employees of the Purchaser as a result of or otherwise relating to the
exercise of the Repurchase Option by the Sellers (whether or not such employees become employees of the transferee); and 
 L = the White
Rabbit Liabilities; 
 provided, that in no event shall the Repurchase Price be less than zero. 
 For purposes of the Preliminary Repurchase Price Statement, the Preliminary Repurchase Price shall be calculated, in accordance with the foregoing
formula, as of the end of the calendar month preceding the receipt of the Initial Sellers Notice...” 
 6. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
 7. This Amendment may
be executed in one or more counterparts (including by facsimile), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. 
  

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 8. Except as specifically amended by this Amendment, the Agreement shall remain unchanged and in full
force and effect. 
 9. This Amendment shall be effective upon the execution hereof by the Purchaser, Holdings and Sellers who held
two-thirds of the Interests prior to the Closing. 
  

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 IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the date first written above. 
  

			
	TOUCHTUNES MUSIC CORPORATION
		
	By:	 	 /s/ Phil Livingston

	Name:	 	Phil Livingston
	Title:	 	Vice President and Chief Financial Officer
	
	TOUCHTUNES HOLDING CORPORATION
		
	By:	 	 /s/ Phil Livingston

	Name:	 	Phil Livingston
	Title:	 	Vice President and Chief Financial Officer


 Signature Page to Amendment to Purchase Agreement 








	
	KENNETH FEDESNA
	
	 /S/ KENNETH FEDESNA

	
	MARK LOFFREDO
	
	 /S/ MARK LOFFREDO

	
	EDWARD PELLEGRINI
	
	 /S/ EDWARD PELLEGRINI

	
	EDWARD SUCHOCKI
	
	  

	
	WILLIAM J. FEDERIGHI
	
	 /S/ WILLIAM J. FEDERIGHI

	
	THOMAS M. LOTUS
	
	 /S/ THOMAS M. LOTUS

	
	DANTE FEDERIGHI
	
	 /S/ DANTE FEDERIGHI



 Signature Page to Amendment to Purchase Agreement 







 SCHEDULE A 
 AMENDING SELLERS 
  

				
	 Name and Address of Member
	  	Membership
Interest Percentage
of the Company
(%)	 
	 Edward Pellegrini
 1303 N. LaGuna Court,
 Palatine, Illinois 60067
	  	32.00	%
		
	 Kenneth Fedesna
 4 Oneida Lane
 Hawthorn Woods, Illinois 60047
	  	21.00	 
		
	 Mark Loffredo
 31169 Prairie Ridge Road
 Green Oaks, Illinois 60048
	  	12.50	 
		
	 Edward Suchocki
 614 Hapsfield Lane
 Buffalo Grove, Illinois 60089
	  	12.50	 
		
	 William Federighi
 1001 S. Broadway
 Park Ridge, Illinois 60068
	  	5.50	 
		
	 Dante Federighi
 201 W. Grand Avenue, Apt 901
 Chicago, Illinois 60610
	  	11.00	 
		
	 Thomas Lotus
 9647 Los Palos Lane
 Palos Hills, Illinois 60465
	  	5.50	 
		  	 	 
	 Total
	  	100.00	%