Exhibit 10.18


 


 


 


CONSULTING
AGREEMENT


 






 


This
Consulting Agreement (the “Agreement”), effective as of February 23, 2016 is entered into by and between, Arkados Group,
Inc., a Delaware corporation, with its principal address at 211 Warren Street, #320, Newark, NJ 07103 (herein referred to as
the “Company”) and LP Funding, LLC DBA LPF Communications, a Nevada limited liability company with principal address
at 3820 Gulf Blvd, #1205, St. Pete beach, FL 33706 (herein referred to as the “Consultant”). As used in this Agreement,
the term “Parties” shall refer to the Company and Consultant jointly.


 


WHEREAS:


 


		A.	The
Company seeks to engagethe services of Consultant to assist the Company in its efforts to gain greater recognition and awareness
among investors in the public capital markets.



 


		B.	Consultant
will seek to assistthe Company in its efforts to better develop investor recognition and awareness in the public capital markets.



 


		C.	The
Company is familiar withConsultant and Consultant’s skills and expertise.



 


		D.	The
Parties acknowledge andagree that Consultant has completed a preliminary review of the Company and the challenges facing the
Company and the Company and Consultant have had discussions regarding these and other matters relating to the Company’s
objectives.



 


NOW
THEREFORE THE PARTIES AGREE AS FOLLOWS:


 


		1)	Commencement
and Term of Consulting Services from Consultant.



 


The
Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and Consultant hereby agrees
to provide certain consulting services to the Company as described in Section 2 of this Agreement for a period of six (6)
months from the date at which a copy of this Agreement is executed and delivered to Consultant with the Fees (defined in
Section 4 of this Agreement) (the “Term”), unless terminated earlier in accordance with the terms of this
Agreement.


 


		2)	Duties
of Consultant.



 


Consultant
agrees that it shall provide the following specified consulting services:


		•	Assist
the Company in packaging its investment story, by analyzing strengths and weaknesses, as well as providing general strategy for
its corporate communications.



		•	Review
the Company’s marketing materials and provide comments in order to make them effective for distribution to existing and
potential investors.



		•	Present
the Company’s investment story to Consultant’s network of market participants.



		•	Through
the term of the Contract, communicate with the Consultant’s network relevant information about the ongoing development of
the Company’s activities.



		•	At
the Company's request, review business plans, corporate strategies and proposed financing transactions for the purpose of advising
the Company of the public relations implications thereof; and



		•	Assist
the Company in the development and execution of a strategy to achieve a Nasdaq listing.



 




     


     


    

 


		3)	Allocation
of Time and Energies.



 


The
Consultant hereby agrees to use its best efforts to diligently perform and discharge faithfully the responsibilities which may
be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection
with the conduct of the Company’s financial, public relations and communications activities, subject to compliance with applicable
state and federal securities laws and regulations, all in accordance with the prevailing standards of the investor relations industry.


 


The
services to be provided by Consultant shall not be measured by the number of hours devoted by Consultant’s staff on a
per day basis and Consultant and the Company agree that Consultant shall perform the duties set forth in Section 2 of this
Agreement in a diligent and professional manner. The Parties acknowledge and agree that a disproportionately large amount of
the effort to be expended and the costs to be incurred by the Consultant and the benefits to be received by the Company are
expected to occur within or shortly after the first three (3) months from the commencement of the Term of this Agreement. It
is expressly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the
Company's common stock, nor the trading volume of the Company's common stock.


 


The
Parties acknowledge and agree that the services to be performed under this Agreement are to be performed by Consultant and not
by any individual staff member of Consultant. At all times hereunder, the death, disability, or incapacity of any member of Consultant’s
staff shall not be deemed a breach of this Agreement.


 


		4)	Compensation
to Consultant for Consulting Services.



 


In
consideration for the consulting services rendered to the Company as described in Section 2 of this Agreement, the Company hereby
agrees to pay Consultant the following consulting fee (the “Fee”):


 


Common
Stock Fee. A service fee equal to three hundred
thousand (300,000) shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), which Shares
shall be restricted as to transferability under applicable securities law.


 


The
stock certificate(s) should be in the name “LP Funding. LLC.”
and the Shares shall be issued in two tranches of one hundred fifty thousand shares (150,000) each. The first tranche of one hundred
fifty thousand shares (150,000) shall be issued no later than March 8, 2016; and the second tranche of one hundred fifty thousand
shares (150,000) shall be issued no later than June 8, 2016; provided,
that if the Company terminates this Agreement on or prior to June 8, 2016, the Company shall have no obligation to issue the second
tranche of Shares or pay any other fee or compensation to Consultant. Each certificate shall bear a restrictive securities legend
in compliance with the exemptive provisions of the Securities Act of 1933, as amended. These Fees shall be for all purposes nonrefundable
in every respect when paid. The Shares are fully earned at the time of issuance.


 


In
order to induce the Company to pay the Fee by issuing the Shares, Consultant has executed and delivered to the Company the
Accredited Investor Representation in the form of Schedule I to this Agreement. Notwithstanding any other provision of this
Agreement, the obligation of the Company to issue the Shares shall be subject to the Company’s execution and delivery
of the Accredited Investor Representation.


 


The
Company agrees to deliver a true and accurate photocopy of
the Board of Directors’ resolution(s) duly adopted by the Company’s Board of Directors authorizing and approving this
Agreement and authorizing the issuance of the shares in accordance with the terms and conditions of this Agreement.


 




     


     


    

 


		5)	Termination.



 


Notwithstanding
any other provision of this Agreement, the Company may terminate this Agreement and its obligations hereunder at any time upon
written notice to Consultant delivered to the address set forth in the first paragraph of this Agreement without further liability
except as expressly set forth in this Agreement.


 


		6)	Representations
of Each of the Parties.



 


The
Company represents that: (1) it has the requisite authority and power to enter into this Agreement; (2) this Agreement and the
obligations recited hereunder have been approved by the respective board of directors or managers of the Parties.


 


		7)	Additional
Representations of the Company.



 


In
addition, the Company represents that Company, and not Consultant, is responsible to perform any and all due diligence on such
lender, equity purchaser or acquisition candidate introduced to it by Consultant under this Agreement, prior to Company receiving
funds or closing on any acquisition. However, Consultant shall undertake its best efforts to avoid the introduction of any third
party which is known to Consultant to have had a prior reputation or history of questionable, unethical, or illicit activities.


 


		8)	Assignment
of Agreement & Assignment of Rights and Obligations.



 


Consultant’s
services under this contract are offered to Company only and may not be assigned by the Company to any other person or entity with
which Company merges or which acquires the Company or substantially all of its assets. In the event of said merger or acquisition,
except as otherwise set forth in this Agreement, all compensation to Consultant herein under the schedules set forth herein shall
remain due and payable, and any compensation received by the Consultant may be retained in the entirety by Consultant, all without
any reduction or pro—rating and shall be considered and remain fully paid and non—assessable. Company shall assure
that in the event of any merger, acquisition, or similar change of form of entity that its successor entity shall agree to complete
all obligations to Consultant, including the provision and transfer of all compensation herein, and the preservation of the value
thereof consistent with the rights granted to Consultant by the Company herein, and to Shareholders.


 


		9)	Obligation
for Expenses.



 


Consultant
agrees to pay for all of its routine business expenses, such as phone, mailing, labor, etc. In the event of the need for expenditures
on extraordinary items, such as travel required by/or specifically requested by the Company, luncheons or dinners to large groups
of investment professionals, print advertisements in publications, etc. the Consultant will discuss those with the Company and
gain its prior written approval to incur those expenses on behalf of the Company, and have it billed directly to the Company.


 




     


     


    

 


 


		10)	Indemnification
of Consultant and Consultant’s Employees and Agents by the Company.



 


The
Company hereby agrees to indemnify and hold Consultant and Consultant’s employees and agents (the “Indemnified
Parties”) harmless against (i) any and all liabilities, obligations, losses, damages, claims, actions, asserted against
any one or more of the Indemnified Parties, based upon, resulting from or arising out of any misstatement or omission of
material fact contained in one or more of the statements, representations, press releases, announcements, reports, or filings
made or prepared by the Company or its agents, except to the extent that the misstatement or the omission was a result of an
act of Consultant, and (ii) any cost or expense (including reasonable attorneys' fees and court costs) incurred by the
Indemnified Parties or any of them in connection with the foregoing (including, without limitation, any cost or expense
incurred by the Indemnified Parties in enforcing their rights pursuant to this Section 9). No demand or claim for
indemnification under this Section 9 may be made after 11:59 p.m., East Coast Standard Time (EST), on the date six (6) years
following the last date at which services were rendered to the Company under this Agreement or any extension
thereof.


 


		11)	Obligation
for Compliance with Securities Laws.



 


The
Parties agree that the Company shall assume and remain at all times responsible for all information, statements, and documents
released or provided to Consultant and for compliance with Regulation FD or any other provisions of the Securities Exchange Act
of 1934 (the “1934 Act Obligations”).


 


		12)	Further
Assurances.



 


Each
of the Parties shall hereafter execute all documents and do all acts reasonably necessary to effect the provisions of this Agreement.


 


		13)	Successors.



 


The
provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees,
grantees, and indemnities of each of the Parties to this Agreement.


 


		14)	Independent
Counsel.



 


Each
of the Parties to this Agreement acknowledges and agrees that it has been represented by independent counsel of its own choice
throughout all negotiations which preceded the execution of this Agreement and the transactions referred to in this Agreement,
and each has executed this Agreement with the consent and upon the advice of said independent counsel. Each party represents that
he or it fully understands the provisions of this Agreement, has consulted with counsel concerning its terms and executes this
Agreement of his or its own free choice without reference to any representations, promises or expectations not set forth herein.


 


		15)	Integration.



 


This
Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding
between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten.
Each of the Parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any
promises, representations, or warranty whatsoever, express or implied, which is not expressly contained in this Agreement; and
each party further acknowledges that he or it has not executed this Agreement in reliance upon any belief as to any fact not expressly
recited hereinabove.


 


		16)	Attorneys
Fees.



 


In
the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party
in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys’
fees and other costs and expenses by the other Parties to the dispute.


 




     


     


    

 


		17)	Captions & Exhibits.



 


The captions by which the sections and subsections
of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation.


 


		18)	Severance.



 


If any provision of this Agreement is held to be illegal
or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision,
nor its severance and deletion, shall affect the validity of the remaining provisions.


 


		19)	Expenses Associated With This Agreement.



 


Each of the Parties agrees to bear its own costs, attorney’s
fees and related expenses associated with this Agreement.


 


		20)	Arbitration.



 


Any dispute or claim arising to or in any way related
to this Agreement shall be settled by arbitration in the State of New York. All arbitration shall be conducted in accordance with
the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an
approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict
of interest with either party. Each of the Parties shall pay its own expenses associated with such arbitration. A demand for arbitration
shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be
made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of
submission of any claim or dispute, shall be in writing and mailed to all the Parties included in the arbitration. The decision
of the arbitrator shall be binding upon the Parties and judgment in accordance with that decision may be entered in any court having
jurisdiction thereof.


 


		21)	Power to Bind.



 


A responsible officer of the Company has read and understands
the contents of this Agreement and is empowered and duly authorized on behalf of the Company to execute it.


 


		22)	Confidentiality.



 


The Parties agree that the terms
of this Agreement shall be kept strictly confidential (a) except to the extent necessary to protect the rights of the Parties or
to satisfy he Company’s obligations under the Securities Exchange Act of 1934 and the rules adopted by the Securities and
Exchange Commission thereunder and (b) unless the term of this Agreement have been disclosed by the other Party or have otherwise
become part of the public domain.


 




     


     


    

 


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


 


	Arkados Group, Inc.	 	LPF Communications
	 	 	 
	By:	/s/ T.DeFranco	 	By:	/s/ William
    Luckman
	 	 	William Luckman, Director



 


	Name (print):	T.DeFranco	 	 
	 	 	 	 	 	 


 


	Title:	CEO	 	 
	211 Warren Street #320	 	 
	Newark, NJ 07103	 	 


 




     


     


    

 


Accredited Investor Representations


 


The undersigned Consultant hereby
represents and warrants to Arkados, Inc. (the “Company”) as follows:


 


1.1.          Consultant
understands that the Shares (as defined in the Consulting Agreement, dated February 23, 2016, to which this Schedule is annexed)
have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions
of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of
the Consultant’s representations as expressed herein. The Consultant understands that the Shares are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Consultant must hold them indefinitely
unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from
such registration and qualification requirements is available. The Consultant acknowledges that the Company has no obligation to
register or qualify Shares for further transfer. The Consultant further acknowledges that if an exemption from registration or
qualification is available for further transfer, it may be conditioned on various requirements, including, but not limited to,
the time and manner of sale, the holding period for the the Shares and requirements relating to the Company which are outside of
the Consultant’s control, and which the Company is under no obligation, and may not be able, to satisfy.


 


1.2.          No
Public Market. The Consultant understands that no public market now exists for the Shares, and that the Company has made no
assurances that a public market will ever exist for the Shares.


 


1.3.          Legends.
The Consultant understands that the Shares may bear the following legend:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933.”


 


1.4.          Accredited
Investor. The Consultant is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. The Consultant is a sophisticated investor with substantial experience in evaluating and investing in private
offerings of securities in companies similar to the Company, so that the Consultant is capable of evaluating the merits and
risks of the investment in the Shares and in the Company, and has the capacity to protect the Consultant’s own
interests. The Consultant has adequate means of providing for the Consultant’s current financial needs and
contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of
time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment.
The Consultant has not relied on the Company, or any manager, officer, employee, agent, representative or professional
advisor of the Company, for any legal, tax or financial advice, and the Consultant has, to the extent the Consultant has
deemed it to be advisable, consulted with the Consultant’s own professional legal, financial and/or tax advisors in
connection with the Consultant’s receipt of the Shares.


 


1.5.          No
General Solicitation. Neither the Consultant, nor (if an entity) any of its officers, directors, managers, employees,
agents, stockholders, members or partners has either directly or indirectly (a) responded to any general solicitation or (b)
responded to any advertisement in connection with the offer and sale of the Shares.


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed these Accredited Investor Representations as of the date set forth below.


 


 


	 	LP FUNDING, LLC
	 	 
	 	/s/ William Luckman
	 	(signature)
	 	 
	 	Print Name: William Luckman, Director 
	 	 
	 	Date: February 23, 2016