Exhibit 10.18


 





AMENDMENT to
the Common Stock Purchase Agreement (the “Agreement”), dated as of June 19, 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.The words “and be continuing”
shall be deleted from Section 7.2(xiii).


 


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 first day of the month next following 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), (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 or (iii) any condition, state of facts
or event constituting a Material Adverse Effect. 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 deleted and replaced in its entirety by the following:


 


“Other
Termination.  Subject to Section 8.3, the Investor shall have the
right to terminate this Agreement effective upon one Trading Day’s prior written notice to the Company in accordance with Section
10.4, if: (i) the Registration Statement is not filed by the filing deadline (as described in the Registration Rights Agreement)
or declared effective within six (6) months of the date hereof, or the Company is otherwise in breach or default in any material
respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable
of being cured, such failure, breach or default is not cured within 10 Trading Days after notice of such failure, breach or default
is delivered to the Company pursuant to Section 10.4; (ii) while the Registration
Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds
any Registrable Securities, the effectiveness of the Registration Statement lapses for any reason (including, without limitation,
the issuance of a stop order) or the Registration Statement, the Prospectus or any Prospectus Supplement is otherwise unavailable
to the Investor for the resale of all of the Registrable Securities in accordance with the terms of the Registration Rights Agreement,
and such lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading
Days in any 365-day period, other than due to acts of the Investor; (iii) trading in the Common Stock on the Trading Market shall
have been suspended or the Common Stock shall have failed to be listed or quoted on a Trading Market, and such suspension or failure
continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in any 365-day period; (iv)
the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings
for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or (v) the Company
is in material breach or default of this Agreement, and, if such breach or default is capable of being cured, such breach or default
is not cured within 10 Trading Days after notice of such breach or default is delivered to the Company pursuant to Section
10.4. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided
in accordance with such other provision), the Company shall promptly (but in no event later than 24 hours) notify the Investor
(and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the
applicable rules and regulations of the Trading Market, the Company shall publicly disclose such information in accordance with
Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware of any of the events set forth
in the immediately preceding sentence, provided, however, that in the case of each of (i) and (v) 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 19th day of June, 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