EXHIBIT 10.19


 


AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT


 


This Amendment No. 1
to Equity Purchase Agreement (the “Amendment”) is made as of the 20th day of August 2014 and amends the
Equity Purchase Agreement (the “Equity Purchase Agreement”) made as of July 23, 2014, between Eventure Interactive,
Inc. and Kodiak Capital Group, LLC. The Luthmann Law Firm PLLC has been added to the Equity Purchase Agreement in the capacity
of Escrow Agent and is hereafter referred to as such. 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.	Section 1.1 of the Equity Purchase Agreement is hereby amended to add the following Defined Term:



 


“
“ESTIMATED PUT SHARES” shall have the meaning specified in Section 2.2(a).”


 


		2.	Section 2.2(a) of the Equity Purchase Agreement is hereby amended to read as follows:



 


“(a)     PUT
NOTICE. At any time during the Commitment Period, the Company may deliver a Put Notice to Investor, subject to the conditions set
forth in Section 7.2; provided, however, that the Investment Amount identified in the applicable Put Notice, when taken together
with all prior Put Notices, shall not exceed the Maximum Commitment Amount. On the Put Date, the Company shall deliver to Investor’s
brokerage account estimated Put Shares equal to the Investment Amount indicated in the Put Notice divided by the Closing Price
on the Trading Day immediately preceding the Put Date multiplied by eighty percent (80%) (the “Estimated Put Shares”).
Simultaneously therewith, and in all events within one Trading Day following the Put Date, Investor shall pay the Investment Amount
to the Company by wire transfer of immediately available funds to an escrow account to be established with the Escrow Agent for
the benefit of the Company. The Investment Amount shall be deemed delivered on the Trading Day it is received by the Company if
such wire is received on or prior to 12:00 noon Eastern time. Similarly, the Put Shares shall be deemed delivered on the Trading
Day they are received electronically by Investor if such Put Shares are received on or prior to 12:00 Noon Eastern time. Any wire
transfer or Put Shares received after 12:00 Noon Eastern time on a Trading Day shall be deemed to have been received on the next
Trading Day.”


  




    	 



    	 



    

 


		3.	Section 2.2(c) of the Equity Purchase Agreement is hereby amended to read as follows:



 


“(c)     FLOOR PRICE. Upon the delivery of a Put Notice, the Company, at its option, may designate a Floor Price for the Market Price calculation
(the “Floor Price”). The Floor Price may not be more than 70% of the volume weighted average price for the Company’s
Common Stock on the Principal Market on the Trading Day immediately preceding the date on which the Put Notice is delivered. If
the Market Price for the Valuation Period is below the Floor Price, the Market Price shall be deemed to be the Floor Price and
the Investor, at its option, may purchase any amount of Put Shares covered by the Put Notice.”


 


		4.	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. In the event
that the Market Price for any Trading Day during the Valuation Period falls below the Floor Price and the Investor determines to
purchase none of the Put Shares covered by the Put Notice or less than all of the Put Shares covered by the Put Notice then, immediately
after the Valuation Period, the Escrow Agent shall return to the Investor, by wire transfer of immediately available funds, the
portion of the Investment Amount related to the portion of Put Shares not being purchased by the Investor and shall deliver to
the Company, by wire transfer of immediately available funds, the portion of the Investment Amount related to the portion of Put
Shares which are being purchased by the Investor. Concurrently, Investor shall return to the Company, the number of the Estimated
Put Shares related to the portion of the Investment Amount being returned. 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.”


 




    	 



    	 



    

 


		5.	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.



 


		6.	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 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: