Exhibit 10.1


 


SOUL AND VIBE INTERACTIVE INC.


1600 South Hwy 100, Suite 500


St. Louis Park, MN 55416


 


August 27, 2014


 


To the holders of securities from our July/August 2013 financings:


 


Reference is hereby
made to those certain Purchase Agreements, dated as of July 17, 2013 and August 8, 2013 (each a “Purchase Agreement”
and collectively, the “Purchase Agreements”), by and between Soul and Vibe Interactive Inc., a Nevada corporation
(the “Company”), and each individual or entity identified on the signature page hereto (each, including its
successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms
used in this letter agreement and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreements.


 


1.  Extension
of Maturity of Notes. Pursuant to the Purchase Agreements, the Company issued convertible promissory notes (the “Notes”)
in the amounts set forth on Exhibit A hereto. The Company has requested an extension of the Maturity Date (as such
term is defined in the Notes”) and the Company and the holders of the Notes agree that the Maturity Date is hereby extended
to February 9, 2015, notwithstanding anything to the contrary contained in any of the Transaction Documents (as defined below),
and acknowledge that such action will not be deemed to trigger any defaults, breaches or liquidated damages under the Notes, Purchase
Agreements or any other document or instrument executed or delivered in connection therewith (collectively, the “Transaction
Documents”).


 


2. Consideration
for Extension. As consideration for the above, the Company will issue to the Purchasers the following warrants (the “New
Warrants”), in the form attached hereto as Exhibit B, provided, however, that the following number of shares
of common stock of the Company underlying such New Warrants shall be the following:


 


	Name of Holder	Number of Warrant Shares	Exercise Price per Share
	Knudson Investment, LLC	420,000	$0.06
	Nathan C. Lewis	31,112	$0.06
	David Wiseman	40,000	$0.06
	Andrew P. Chiodo	40,000	$0.06


 


3.Miscellaneous.
Subject to the waivers and agreements provided herein, the Transactions Documents shall remain in full force and effect. Except
as expressly set forth herein, this letter agreement shall not be deemed to be a waiver, amendment or modification of any provisions
of the Transaction Documents or of any right, power or remedy of the Purchasers, or constitute a waiver of any provision of the
Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered
in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or
thereunder. The Purchasers reserve all rights, remedies, powers or privileges available under the Transaction Documents, at law
or otherwise, subject to the terms of this letter agreement. This letter agreement shall not constitute a novation or satisfaction
and accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection
therewith. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


Please indicate
your acknowledgment of, and agreement with, the foregoing by signing a copy of this letter and returning an executed original to
the Company.  This Agreement may be executed by the parties hereto in counterparts, and execution may be evidenced by facsimile
or other electronic transmission of a signed signature page by any party hereto, and all of such counterparts together shall constitute
one and the same instrument.


 





	 	Sincerely,
	 	 
	 	Peter Anthony Chiodo
	 	Chief Executive Officer



 






    	 



    	 



    










  


ACCEPTED AND AGREED:


 


KNUDSON INVESTMENT, LLC


 





	By:	 	 	Dated:	August
__, 2014
	Name:	Gerald E. Knudson	 	 	 
	Title:	Authorized Person	 	 	 
	 	 	 	 	 
	 	 	Dated:	August __, 2014
	Nathan C. Lewis 	 	 	 
	 	 	 	 	 
	 	 	Dated:	August __, 2014
	David Wiseman 	 	 	 
	 	 	 	 	 
	 	 	Dated:	August __, 2014
	Andrew P. Chiodo 	 	 	 



 






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EXHIBIT A


 


 


	Holder	 	Principal Amount of Convertible Notes	 
	KNUDSON INVESTMENT, LLC	 	$	105,000	 
	Nathan C. Lewis	 	$	7,778	 
	David Wiseman	 	$	10,000	 
	Andrew P. Chiodo	 	$	10,000	 
	 	 	$	132,778	 
	 	 	 	 	 
	Total	 	 	 	 



 






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