EXHIBIT 10.24


 


AMENDMENT NO. 2 TO EQUITY PURCHASE AGREEMENT


 


This Amendment No.
2 to Equity Purchase Agreement (the “Amendment”) is made as of the 23rd day of September 2014 and amends
the Equity Purchase Agreement (the “Equity Purchase Agreement”) made as of July 23, 2014, as amended as of August
20, 2014, among Eventure Interactive, Inc., Kodiak Capital Group, LLC and The Luthmann Law Firm PLLC, as Escrow Agent. Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to them in the Equity Purchase Agreement.


 


NOW THEREFORE, the
parties agree as follows:


 


		1.	The term “Floor Price”
                                         is hereby deleted from Section 1.1 of the Equity Purchase Agreement.



 


		2.	Section 2.2(c) is hereby deleted from
                                         the Equity Purchase Agreement in its entirety.



 


		3.	Section 2.3 of the Equity Purchase
                                         Agreement is hereby amended to read as follows:



 


“Section
2.3 CLOSINGS. At the end of the Valuation Period, the Purchase Price shall be established and the number of Put Shares shall be
determined for a particular Put. If the number of Estimated Put Shares initially delivered to Investor is greater than the number
of Put Shares purchased by Investor pursuant to such Put, then, immediately after the Valuation Period, the Investor shall deliver
to the Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor
is less than the Put Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall
deliver to Investor the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. If the Investment
Amount delivered to the Escrow Agent is greater than the Investment Amount established at the end of the Valuation Period by reason
of the 2,300,000 Put Share limitation, the Escrow Agent shall promptly return to the Investor, by wire transfer of immediately
available funds, the difference between the amount delivered to the Escrow Agent and the Investment Amount established at the
end of the Valuation Period. Concurrently, the Escrow Agent shall deliver the balance of the Investment Amount being held by it
to the Company by wire transfer of immediately available funds. If no part of the Investment Amount delivered to the Escrow Agent
is subject to return to the Investor at the end of the Valuation Period, the full amount then held by the Escrow Agent shall be
immediately delivered to the Company by wire transfer of immediately available funds. The Closing of a Put shall occur on the
Trading Day (the “Closing Date”) in which the Purchase Price has been established and the Put Share and payment adjustments
provided for above have been made. In addition, on or prior to such Closing Date, each of the Company, Investor and the Escrow
Agent shall deliver to each other all documents, instruments and writings required to be delivered pursuant to this Agreement
or reasonably requested by any of them pursuant to this Agreement in order to implement and effect the transactions contemplated
herein.”


 


		4.	Section 4.10 of the Equity Purchase
                                         Agreement is hereby amended to read as follows:



 


“Section
4.10 DILUTION. The number of shares of Common Stock issuable as Put Shares may increase substantially in certain circumstances,
including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the
period between the Effective Date and the end of the Commitment Period. The Company’s executive officers and directors have
studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential
dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such issuance is
in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Put Shares is binding
upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders
of the Company.”


 




    	 



    	 



    

  


		5.	Section 9.1 of the Equity Purchase
                                         Agreement is hereby amended to read as follows:



 


“Section
9.1 NOTICES. All notices, demands, consents, approvals, and other requests, communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or
(d) transmitted by hand delivery, telegram, or electronic mail as a PDF, addressed as set forth below or to such other address
as such party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication
required or permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by electronic mail as
a PDF, at the address below (if delivered on a business day during normal business hours where such notice is to be received),
or the first business day following such delivery (if delivered other than on a business day during normal business hours where
such notice is to be received) or (ii) on the second business day following the date of mailing by express courier service or
on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur.


 


The addresses
for such communications shall be:


 


If to the Company:


 


Eventure Interactive,
Inc.


3420 Bristol
Street, 6th Floor


Costa Mesa,
CA 92626


Attn: Gannon
Giguiere, CEO


(ggiguiere@eventure.com)


 


If to Investor:


 


Kodiak Capital
Group, LLC


260 Newport
Center Drive


Newport Beach,
CA 92660


(ryan@kodiak-capital.us)


 


If to the Escrow
Agent:


 


The Luthmann
law Firm, PLLC


1811 Victory
Boulevard


Staten Island,
NY 10314


Attn: Richard
A. Luthmann, Esq.


(rluthmann@luthmannfirm.com)


 


Any party hereto
may from time to time change its address or electronic mail for notices under this Section 9.1 by giving at least ten (10) days’
prior written notice of such changed address or electronic mail to the other parties hereto.”


 




    	 



    	 



    

  


 





		6.	Exhibit A to the Equity Purchase Agreement
                                         is hereby amended to read as follows:



 



“EXHIBIT
A


 


FORM OF PUT
NOTICE


 


TO: KODIAK
CAPITAL GROUP, LLC


 


We refer to
the Equity Purchase Agreement dated July 23, 2014, as amended (the “Agreement”) entered into by EVENTURE INTERACTIVE,
INC. (the “Company”) and you. Capitalized terms defined in the Agreement shall, unless otherwise defined, have the
same meaning when used herein.


 


We hereby:


 


1 - Give you
notice that we require you to purchase $__________ (the “Investment Amount”) in Put Shares; and


 


2 - Certify
that, as of the date hereof, to the best of our knowledge, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


Date: _____________,
20__


 


	EVENTURE INTERACTIVE, INC.	 
	 	 
	By:	 	 
	Name: Gannon Giguiere	 
	Title: Chief Executive Officer”	 




 


		7.	The Amendment is hereby made a part
                                         of and incorporated into the Equity Purchase Agreement, with all of the terms and conditions
                                         of the Equity Purchase Agreement remaining in full force and effect.



 


		8.	This Amendment may be executed in multiple
                                         counterparts, each of which may be executed by less than all of the parties and shall
                                         be deemed to be an original instrument which shall be enforceable against the parties
                                         actually executing such counterparts and all of which together shall constitute one and
                                         the same instrument. The exchange of copies of this Amendment and of signature pages
                                         by facsimile transmission or in pdf format shall constitute effective execution and delivery
                                         of this Amendment as to the parties and may be used in lieu of the original Amendment
                                         for all purposes. Signatures of the parties transmitted by facsimile or in pdf format
                                         shall be deemed to be their original signatures for all purposes.



 


[Signature Page Follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the date first set forth above.


 





	 	EVENTURE INTERACTIVE, INC
	 	 
	 	By:	/s/ Gannon K. Giguiere
	 	Name:  Gannon K. Giguiere
	 	Title:  Chief Executive Officer
	 	 
	 	KODIAK CAPITAL GROUP, LLC
	 	 
	 	By:	/s/ Ryan Hodson
	 	Name:  Ryan Hodson
	 	Title:  Managing Member
	 	 
	 	ESCROW AGENT:
	 	 
	 	THE LUTHMANN LAW FIRM PLLC
	 	 
	 	By:	/s/ Richard Luthmann
	 	Name:  Richard Luthmann
	 	Title: