EXHIBIT 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement ("Agreement"),
dated July 23, 2014, is made by and between EVENTURE INTERACTIVE., a Nevada corporation ("Company"), and KODIAK CAPITAL
GROUP, LLC, a Delaware limited liability company (the "Investor").


 


RECITALS


 


WHEREAS, upon the terms and subject to
the conditions of the Equity Purchase Agreement ("Purchase Agreement"), between the Investor and the Company, the Company
has agreed to issue and sell to the Investor shares (the "Put Shares") of its common stock, $0.001 par value per share
(the "Common Stock") from time to time for an aggregate investment price of up to Three Million Dollars ($3,000,000)
(the "Registered Securities"); and


 


WHEREAS, to induce the Investor to execute
and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"),
and applicable state securities laws with respect to the Registered Securities;


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


1.Definitions.


 


(a)As used in this Agreement, the following terms shall
have the following meaning:


 


(i)"Subscription Date" means the date of this
Agreement.


 


(ii)"Investor" has the meaning set forth in the
preamble to this Agreement.


 


(iii)"Register," "registered"
and "registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act and pursuant to Rule 415 under the Securities Act or any successor rule providing for offering
securities on a delayed or continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such Registration
Statement by the United States Securities and Exchange Commission (the "SEC").


 


(iv)"Registered Securities"
will have the same meaning as set forth in the Purchase Agreement.


 


(v)"Registration Statement"
means the Company's registration statement on Form S-1, or any similar registration statement of the Company filed with SEC under
the Securities Act with respect to the Registered Securities.


 


(vi)"EDGAR"
means the SEC's Electronic Data Gathering, Analysis and Retrieval System.


 






    	 



    	 



    

 


(vii)"Exchange Act" means
the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the SEC thereunder,
all as the same will then be in effect.


 


(b)Capitalized terms used herein and
not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.


 


2.[RESERVED]


 


3.Obligation of the Company.
In connection with the registration of the Registered Securities, the Company shall do each of the following:


 


(a)Prepare promptly and file with the
SEC on or before August 31, 2014, a Registration Statement under Rule 415 with respect to (i) 2,300,000 Put Shares that may be
issued pursuant to the Purchase Agreement and (ii) the Company’s outstanding common shares to which piggyback registration
rights apply, and thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered
Securities to become effective within five (5) business days after notice from the Securities and Exchange Commission that such
Registration Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination
of the Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date
under the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume
limitations, or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration
Period"), which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein)
shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(b)Prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration
Period, and to comply with the provisions of the Securities Act with respect to the disposition of all Registered Securities of
the Company covered by the Registration Statement until the expiration of the Registration Period.


 


(c)With respect to the Registered Securities,
permit counsel designated by Investor to review the Registration Statement and all amendments and supplements thereto a reasonable
period of time (but not less than two (2) business days) prior to their filing with the SEC, and not file any document in a form
to which such counsel reasonably objects. 


 


(d)As promptly as practicable after
becoming aware of the following facts, the Company shall notify Investor and Investor's legal counsel identified to the Company
and (if requested by any such person) confirm such notice in writing no later than one (1) business day thereafter (i): (A) when
a prospectus or any prospectus supplement or post-effective amendment to the Registration Statement is filed; (B) with respect
to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of the issuance by the
SEC of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered Securities
or the initiation of any proceedings for that purpose; and (iii) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registered Securities for sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose.


 






    	2



    	 



    

 


(e)Unless available to the Investor
without charge through EDGAR, the SEC's website or the Company's website, furnish to Investor, promptly after the same is prepared
and publicly distributed, filed with the SEC, or received by the Company, one (1) copy of the Registration Statement, each preliminary
prospectus and the prospectus, and each amendment or supplement thereto;


 


(f)Use all commercially reasonable
efforts to (i) register and/or qualify the Registered Securities covered by the Registration Statement under such other securities
or blue sky laws of such jurisdictions as the Investor may reasonably request and in which significant volumes of shares of Common
Stock are traded, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements
to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration
Period, (iii) take such other actions as may be necessary to maintain such registrations and qualification in effect at all times
during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registered Securities
for sale in such jurisdictions: provided, however, that the Company shall not be required in connection therewith or as
a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(f), (B) subject itself to general taxation in any such jurisdiction, (C) file a general consent to service of process
in any such jurisdiction, (D) provide any undertakings that cause more than nominal expense or burden to the Company or (E) make
any change in its charter or by-laws or any then existing contracts, which in each case the Board of Directors of the Company determines
to be contrary to the best interests of the Company and its stockholders;


 


(g)          As
promptly as practicable after becoming aware of such event, notify the Investor of the happening of any event of which the Company
has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes any untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading ("Registration Default"), and promptly
prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue
statement or omission, and take any other commercially reasonable steps to cure the Registration Default, and, unless available
to the Investor without charge through EDGAR, the SEC's website or the Company's website, deliver a number of copies of such supplement
or amendment to the Investor as the Investor may reasonably request.


 


(h)[INTENTIONALLY OMITTED];


 


(i)Comply with Section 6.2 of the Purchase
Agreement;


 






    	3



    	 



    

 


(j)Provide a transfer agent for the
Registered Securities not later than the Subscription Date under the Purchase Agreement; and


 


(k)Take all other commercially reasonable
actions necessary to expedite and facilitate distribution to the Investor of the Registered Securities in accordance with the Purchase
Agreement.


 


4.Obligations of the Investor.
In connection with the registration of the Registered Securities, the Investor shall have the following obligations;


 


(a)It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registered Securities
of the Investor that the Investor shall timely furnish to the Company such information regarding itself, the Registered Securities
held by it, and the intended method of disposition of the Registered Securities held by it, as shall be reasonably required to
effect the registration of such Registered Securities and shall timely execute such documents in connection with such registration
as the Company may reasonably request.


 


(b)The Investor by such Investor's
acceptance of the Registered Securities agrees to cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of the Registration Statement hereunder; and


 


(c)The Investor agrees that, upon receipt
of any notice from the Company of the happening of any event of the kind described in Section 3(d)(ii) or (iii) or 3(g) above,
the Investor will immediately discontinue disposition of Registered Securities pursuant to the Registration Statement covering
such Registered Securities until the Investor receives the copies of the supplemented or amended prospectus contemplated by Section
3(d)(ii) or (iii) or 3(g) and, if so directed by the Company, the Investor shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a certificate of destruction) all copies in the Investor's possession, of the prospectus
covering such Registered Securities current at the time of receipt of such notice.


 


5.Expenses of Registration.
All reasonable expenses incurred in connection with registrations, filings or qualifications pursuant to Section 3 including,
without limitation, all registration, listing, and qualifications fees, printers and accounting fees, the fees and disbursements
of counsel for the Company shall be borne by the Company.


 


6.Indemnification. After Registered Securities are
included in a Registration Statement under this Agreement:


 






    	4



    	 



    

 


(a)To the extent permitted by law,
the Company will indemnify and hold harmless, the Investor, the directors, if any, of such Investor, the officers, if any, of such
Investor, each person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act (each, an
"Indemnified Person"), against any losses, claims, damages, liabilities or expenses (joint or several) incurred (collectively,
"Claims") to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as
such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective
amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading
or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation under the Securities Act, the Exchange Act or any state securities law (the matters in the foregoing clauses
(i) through (iii) being collectively referred to as "Violations"). Subject to Section 6(b) hereof, the Company shall
reimburse the Investor, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this Section 6(a) shall not (i) apply to any Claims arising
out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company
by or on behalf of any Indemnified Person expressly for use in connection with the preparation of the Registration Statement or
any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section
3(b) hereof; (ii) with respect to any preliminary prospectus, inure to the benefit of any such person from whom the person asserting
any such Claim purchased the Registered Securities that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected in the prospectus,
as then amended or supplemented, if such prospectus was timely made available by the Company pursuant to Section 3(b) hereof; (iii)
be available to the extent such Claim is based on a failure of the Investor to deliver or cause to be delivered the prospectus
made available by the Company; or (iv) apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld. The Investor will indemnify the Company,
its officers, directors and agents (including legal counsel) against any claims arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished in writing to the Company, by or on behalf of the Investor,
expressly for use in connection with the preparation of the Registration Statement, subject to such limitations and conditions
set forth in the previous sentence.


 






    	5



    	 



    

 


(b)Promptly after receipt by an Indemnified
Person under this Section 6 of notice of the commencement of any action (including any governmental action), such Indemnified Person
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person, as the case may be; provided,
however, that an Indemnified Person shall have the right to retain its own counsel with the reasonable fees and expenses to
be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In such event, the
Company shall pay for only one separate legal counsel for the Investor selected by the Investor. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person under this Section 6, except to the extent that the indemnifying party is prejudiced
in its ability to defend such action. The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is
due and payable.


 


7.Contribution. To the extent
any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been
liable for indemnification under the fault standards set forth in Section 6; (b) no seller of Registered Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any seller of Registered Securities who was not guilty of such fraudulent misrepresentation; and (c) contribution by any seller
of Registered Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such
Registered Securities.


 


8.Reports under Exchange Act.
With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without
registration ("Rule 144"), the Company agrees to use its commercially reasonable efforts to:


 


(a)make and keep public information
available, as those terms are understood and defined in Rule 144;


 


(b)file with the SEC in a timely manner
all reports and other documents required of the Company under the Securities Act for so long as the Company remains subject to
such requirements, and the filing of such reports is required for sales under Rule 144;


 


(c)furnish to the Investor so long
as the Investor owns Registered Securities, promptly upon request, (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) unless available to the Investor without
charge through EDGAR, the SEC's website or the Company's website, a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to
permit the Investors to sell such securities pursuant to Rule 144 without registration; and


 






    	6



    	 



    

 


(d)at the request of any Investor of
Registered Securities, give its Transfer Agent instructions (supported by an opinion of Investor's counsel, if required or requested
by the Transfer Agent) to the effect that, upon the Transfer Agent's receipt from such Investor of:


 


(i)a certificate (a "Rule 144
Certificate") certifying (A) that such Investor has held the shares of Registered Securities which the Investor proposes to
sell (the "Securities Being Sold") for a period of not less than (6) months and (B) as to such other matters as may be
appropriate in accordance with Rule 144 under the Securities Act, and


 


(ii)an opinion of Investor's counsel
acceptable to the Company that, based on the Rule 144 Certificate, Securities Being Sold may be sold pursuant to the provisions
of Rule 144, even in the absence of an effective Registration Statement, the Transfer Agent is to effect the transfer of the Securities
Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities
Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer
Agent's books and records (except to the extent any such legend or restriction results from facts other than the identity of the
Investor, as the seller or transferor thereof, or the status, including any relevant legends or restrictions, of the shares of
the Securities Being Sold while held by the Investor). If the Transfer Agent requires any additional documentation at the time
of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary
to effectuate the issuance of an unlegended certificate.


 


9.Miscellaneous.


 


(a)Registered Owners. A person or entity
is deemed to be a holder of Registered Securities whenever such person or entity owns of record such Registered Securities. If
the Company receives conflicting instructions, notices or elections from two or more persons or entities with respect to the same
Registered Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner
of such Registered Securities.


 


(b)Rights Cumulative; Waivers. The
rights of each of the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable
of being waived or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising
any of such rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise
of any of such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct
or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension
or any variation of any such right.


 


(c)Benefit; Successors Bound. This
Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding
upon, and shall inure to the benefit of, the undersigned parties and their successors.


 


(d)Entire Agreement. This Agreement
contains the entire agreement between the parties with respect to the subject matter hereof. There are no promises, agreements,
conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between
them with respect to this Agreement or the matters described in this Agreement, except as set forth in this Agreement and in the
other documentation relating to the transactions contemplated by this Agreement. Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.


 






    	7



    	 



    

 


(e)Amendment. Any provision of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and Investor. Any amendment or waiver affected in accordance with
this Section 9 shall be binding upon the parties hereto.


 


(f)Severability. Each part of this
Agreement is intended to be severable. In the event that any provision of this Agreement is found by any court or other authority
of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to
render it enforceable and as so severed or modified, this Agreement shall continue in full force and effect.


 


(g)Notices. Notices required or permitted
to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered (by hand, by courier,
receipt confirmed, or electronic mail) or sent by certified mail, return receipt requested, properly addressed and with proper
postage pre-paid (i) if to the Company, at its executive office and (ii) if to the Investor, at the address set forth under its
name in the Purchase Agreement, with a copy to its designated attorney, or at such other address as each such party furnishes by
notice given in accordance with this Section 9(g), and shall be effective, when personally delivered, upon receipt and, when so
sent by certified mail, five (5) business days after deposit with the United States Postal Service. 


 


(h)Governing Law. This Agreement shall
be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflicts
of law. Each of the Company and Investor hereby submit to the exclusive jurisdiction of the United States Federal and state courts
located in New York with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith
or the transactions contemplated hereby or thereby.


 


(i)Consents. The person signing this
Agreement on behalf of each party hereby represents and warrants that he has the necessary power, consent and authority to execute
and deliver this Agreement on behalf of that party.


 


(j)Further Assurances. In addition
to the instruments and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make,
execute and deliver or cause to be made, executed and delivered, to the requesting party such other instruments and to take such
other actions as the requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated
hereby.


 


(k)Section Headings. The Section headings
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 






    	8



    	 



    

 


(1)Construction. Unless the context
otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include
each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.


 


(m)Execution in Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by electronic
mail of a .pdf bearing the signature of the party so delivering this Agreement. An electronic mail of a .pdf of this signed Agreement
shall be legal and binding on all parties hereto.


 


[SIGNATURES ON FOLLOWING PAGE]


 




    	9



    	 



    

 


[SIGNATURE PAGE]


 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first
above written.


 


EVENTURE INTERACTIVE, INC.


 


 


By:/s/ Gannon Giguiere


Name:  Gannon Giguiere


Title:  Chief Executive
Officer


 


 


KODIAK CAPITAL GROUP, LLC


 


 


By:/s/ Ryan Hodson


Name:  Ryan Hodson


Title:  Managing Member