New Media Insight Group, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






FIRST AMENDMENT TO EQUITY PURCHASE AGREEMENT 

     This FIRST AMENDMENT TO EQUITY
PURCHASE AGREEMENT (this “Amendment”), dated as of February 25, 2014 (the
“Amendment Date”), is entered into by and between New Media Insight
Group, Inc., a Nevada corporation with its principal executive office 28202 N.
58th Street, Cave Creek, Arizona 85311 (the “Company”), and Premier
Venture Partners, LLC, a California limited liability company (the
“Investor”), with its principal executive officers at 4221 Wilshire
Blvd., Suite 355, Los Angeles, CA 90010. 

RECITALS 

     A.     The
parties have previously entered into that $2,000,000 Equity Purchase Agreement
(the “Agreement”) dated December 10, 2014; 

     B.     The
Parties would like to modify some of the terms of the Agreement, including among
other items, the circumstances that would cause a termination of the Agreement.


     NOW THEREFORE, in
consideration of the foregoing recitals, which shall be considered an integral
part of this Agreement, the covenants and agreements set forth hereafter, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company and the Investor hereby agree as follows: 

     1.     All
capitalized terms not otherwise defined herein shall have the meanings set out
in the Agreement. 

     2.     Section
7.3 of the Agreement is hereby amended and completely restated as follows: 

“The representations and warranties of
the Company shall be true and correct as of the date when made and throughout
the Open Period as though made at that time and the Company shall have
performed, satisfied and complied with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied
with by the Company on or before such Closing Date. The Investor may request an
update as of such Closing Date regarding the representation contained in Section
4.3. ” 

     3.     Section
8.1 of the Agreement is hereby amended and completely restated as follows: 

     “This Agreement shall terminate
upon any of the following events: 

          (a)     when
the Investor has purchased an aggregate of Two Million Dollars ($2,000,000) in
the Common Stock of the Company pursuant to this Agreement; 

          (b)     on
the date which is thirty-six (36) months after the Effective Date; 

          (c)     if
at any time after the Effective Date, the Registration Statement is no longer in
effect; 

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          (d)     the
trading of the Common Stock is suspended by the SEC, the Principal Market or
FINRA for a period of two (2) consecutive Trading Days during the Open Period;


          (e)     the
Common Stock ceases to be registered under the 1934 Act or listed or traded on
the Principal Market or the Registration Statement is no longer effective
(except as permitted hereunder). Immediately upon the occurrence of one of the
above-described events, the Company shall send written notice of such event to
the Investor; or 

          (f)     if
a Material Adverse Effect occurs during the Open Period.” 

     4.     Each
of the parties hereto agrees to do and/or execute all such further and other
acts, deeds, things, devices, documents and assurances as may be required in
order to carry out the true intent and meaning of this Amendment. 

     5.     This
Amendment shall enure to the benefit of and be binding upon the parties hereto
and each of their successors and permitted assigns, as the case may be. 

     6.     Other
than as specified above, all other terms of the Agreement remain unchanged and
the parties agree that the Agreement, as amended by this Amendment continues in
full force and effect and all of the parties’ obligations thereunder are in all
respects ratified and confirmed hereby 

     7.     This
Amendment may be executed in counterparts and by electronic or facsimile
transmission, each of which shall be deemed to be an original and all of which
shall constitute one and the same document. 

     IN WITNESS WHEREOF, the
parties have caused this First Amendment to Equity Purchase Agreement to be duly
executed by their respective authorized representatives as of the Amendment
Date. 

	“COMPANY”: 	 	“INVESTOR”: 
	New Media Insight Group, Inc., 	 	Premier Venture Partners, LLC, 
	a Nevada corporation 	 	a California limited liability
      company 
	By: 	/s/Michael Palethorpe	 	By: 	/s/Jeffrey Maller
	Name: 	Michael Palethorpe 	 	Name: 	Jeffrey Maller
	Title: 	President 	 	Title: 	Manager


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