Exhibit 10.2


 


AMENDMENT TO ACQUISITION
AGREEMENT


 


THIS AMENDMENT TO ACQUISITION
AGREEMENT (this "Amendment") effective as of the 21st day of October, 2016 by and among Maglenta Enterprises Inc., a
company incorporated and existing in the Republic of Seychelles, Champfremont Holding Ltd., a company incorporated and existing
in the Republic of Seychelles (each of the foregoing individually, a "Seller" and, collectively, "Sellers");
Polimore Capital Limited, a company incorporated and existing under the laws of Cyprus, Brosword Holding Limited, a company incorporated
and existing under the laws of Cyprus, and other companies listed under the caption “Target Company” in Exhibit B hereto
(each of the foregoing individually, a "Target Company" and, collectively, the "Target Companies"); and ТOT
Group Russia LLC, a limited liability company organized and existing under the laws of the Russian Federation, and/or its assignee,
and TOT Group Europe Ltd., a company organized and existing under the laws of England and Wales, and/or its assignee (each of the
foregoing individually, a “Purchaser” and, collectively, the "Purchasers"). Sellers, Purchasers and the Target
Companies are referred to herein individually as a "Party" and collectively as the "Parties”.


 


RECITALS


 


WHEREAS, the Parties
entered in to that certain Acquisition Agreement dated May 20, 2015 (the “Acquisition Agreement”) and the Parties believe
it is in the best interest of the Parties to make the following amendments/supplements thereto. Capitalized terms not otherwise
defined in the body of this Amendment shall have the meanings ascribed to such terms in the Acquisition Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:


 




     


     


    

 


		1.	Covenants of Parties:



 


a. Purchasers covenants
and promises to the Sellers that Purchasers shall not terminate the employment agreements with POS key employees listed on Exhibit
A attached hereto an made a part hereof (each a “Key Employee” and collectively, the “Key Employees”) until
such time as the Difference with respect to the Consideration Shares for the first installment is paid in full; provided, however,
Purchasers may terminate the employment of such any Key Employee for “Cause”. “Cause” shall mean: (i) the
Key Employee shall be convicted by, or shall have entered a plea of guilty or nolo contendere in, a court of competent and final
jurisdiction for any crime involving moral turpitude, fraud, embezzlement, misappropriation, or any other felony or crime punishable
by imprisonment, (ii) the Key Employee shall commit any act of fraud, embezzlement or other act of misappropriation, (iii) the
Key Employee shall fail or refuse to perform in any material respect his/her duties as required hereunder, and fail to correct
such breach within (5) business days after notice from a supervisor in writing, or (iv) the Key Employee shall breach a typical
employee protocol that calls for termination of employment in accordance with the employment regulations of Russian Federation.
Should Purchasers terminate a Key Employee without Cause, Purchasers will make a layoff payment to the Key Employee equivalent
the compensation set forth on Exhibit A and release such Key Employee from any non-competition obligations, if any, such Key Employee
is subject to pursuant to their employment agreement or Russian Federation law.


 


b. The Purchasers covenant and promise to the Sellers to return
those certain reserve funds in the aggregate amount up to the amount set forth in Exhibit B attached hereto (the “Maximum
Amount”) for merchant services requested by merchants within timeframes mutually agreed to between Purchasers and the affected
merchants Purchasers hereby indemnify and agree to defend Sellers, and their shareholders and directors against any claims made
by merchants with respect to the release and payment of the Maximum Amount. Attached hereto and made a part hereof as Exhibit B
is a list of merchants and amounts due to such merchants by Purchasers and Target Company. Within 5 business days of signature
to this Agreement, AnastasiaDate Ltd. or its designee shall make all outstanding payments due to Brosword Holding Limited.


 


c. Each of the Sellers
and each of Key Employees, agrees to not, at any time: (i) publicly disparage or encourage or induce others to publicly disparage
the Purchasers, Guarantor and their respective affiliates and/or (ii) engage in any conduct that is in any way injurious to the
other’s reputation or business or other interests (including without limitation, any negative or derogatory statements or
writings).


 




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Sellers and Purchaser
hereby ratify the terms of the Acquisition Agreement and acknowledge that, except as herein modified, the Acquisition Agreement
is in full force and effect. If any inconsistency exists or arises between the terms of the Acquisition Agreement and the terms
of this Amendment, the terms of this Amendment shall control.


 


This Amendment memorializes
the entire agreement between the Parties on the matters enumerated herein only and expressly supersedes any prior or contemporaneous
understandings, representations, or drafts, oral or written, concerning this subject matter that may exist or may have existed.
The Parties represent that they have relied exclusively on the promises and representations set forth in this Amendment and upon
no other promises or representations in determining to execute this Amendment. The Parties further agree that this Amendment shall
not subsequently be modified except by written instrument signed by the Parties or their authorized representatives or attorneys.


 


This Amendment shall
be governed by the laws of the State of New York without reference to the principles of conflicts of law. Each party hereby irrevocably
submits to the jurisdiction of the courts of the State of New York, sitting in New York County, and the courts of the United States
for the Southern District of New York. Each party irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, any claim
that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and the right to object,
with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over
such party. In any such suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal
service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail,
addressed to such party at its address as set forth in the preamble hereinabove.


 




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This Amendment shall
be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns. If any term or provision
of this Amendment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms
and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such term or provision. This Amendment cannot be amended orally, or by any course of conduct
or dealing, but only by a written agreement signed by the party to be charged therewith.


 


The waiver by either
party of a breach or violation of any provision of this Amendment shall not operate as or be construed to be a waiver of any subsequent
breach.


 


This Amendment may be
executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.
This Amendment may be executed via facsimile with an original signature thereafter furnished, provided however that neither party
may avoid any obligation hereunder by failing to provide such original signature.


 


IN WITNESS WHEREOF, each of the parties hereto has duly
executed this Agreement as of the date first above written.


 


	SELLERS:	 	 
	 	 	 
	SELLER 1: MAGLENTA ENTERPRISES INC.	 
	 	 	 
	By:	/s/ Evaline Sophie Joubert	 
	Name: 	Evaline Sophie Joubert	 
	Title:	Director	 
	 	 	 
	SELLER 2: CHAMPFREMONT HOLDING LTD	 
	 	 	 
	By:  	/s/ Nicos Hadjinicolaou	 
	Name: 	Nicos Hadjinicolaou	 
	Title:	Director	 
	 	 	 
	TARGET COMPANIES:	 
	 	 
	TARGET COMPANY 1: POLIMORE CAPITAL LIMITED	 
	 	 	 
	By:	/s/ Avraam Marangos	 
	Name:	Avraam Marangos	 
	Title: 	Director	 


 




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	TARGET COMPANY 2: BROSWORD HOLDING
    LIMITED	 
	 	 	 
	By:	/s/
    Avraam Marangos	 
	Name:	Avraam Marangos	 
	Title:	Director	 
	 	 	 
	TARGET COMPANY 3: INNOVATIVE PAYMENT
    TECHNOLOGIES LLC	 
	 	 	 
	By:  	/s/ Marat
    Abasaliev	 
	Name: 	Marat Abasaliev	 
	Title:	Director	 
	 	 	 
	TARGET COMPANY 4: PAYONLINE SYSTEM
    LLC	 
	 	 	 
	By:  	/s/ Marat
    Abasaliev	 
	Name: 	Marat Abasaliev	 
	Title:	Director	 


 


	PURCHASERS:	 
	 	 	 
	TOT GROUP RUSSIA, LLC	 
	 	 	 
	By: 	/s/ Konstantin Leonidovich Zaripov	 
	Name: Konstantin Leonidovich Zaripov 	 
	Title: General Director 	 
	 	 	 
	TOT GROUP EUROPE LTD	 
	 	 	 
	By: 	/s/ Konstantin Leonidovich Zaripov	 
	Name: Konstantin Leonidovich Zaripov 	 
	Title: General Director 	 


 




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EXHIBIT A


 


	Name	 	Compensation	 
	Abasaliev M	 	US$	30,000.00	 
	Borisov A	 	RUB	753,000.00	 
	Galkina E	 	RUB	285,600.00	 
	Goryacheva M	 	RUB	469,500.00	 
	Ivanova A	 	RUB	465,900.00	 
	Igumnov A	 	RUB	567,900.00	 
	Medvedev A	 	RUB	373,650.00	 
	Osokin A	 	RUB	603,900.00	 
	Ostrovskiy K	 	RUB	399,750.00	 
	Savluk A	 	RUB	307,020.00	 
	Sosenkina V	 	RUB	371,700.00	 
	Madina Handzharova	 	RUB	563,400.00	 
	Victor Yarovoy	 	RUB	450,300.00	 



 




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EXHIBIT B


 


	Company name (or MID) 	 Amount of debt on 29.09.2016 

In US Dollars


 


	MID	 	Company name MID	 	Amount of debt on

 29.09.2016	 	 	 
	4017	 	 FBS Holdings Inc	 	 	239,824.24	 	 	 
	6758	 	 Octa Markets Inc	 	 	231,949.00	 	 	 
	4764	 	 ServiceCom Ltd	 	 	175,921.19	 	 	 
	56269	 	 WhoTrades Ltd.	 	 	99,850.12	 	 	 
	63449	 	 WhoTrades Ltd.	 	 	16,189.65	 	 	 
	46683	 	 WhoTrades Ltd.	 	 	4,684.53	 	 	 
	7789	 	 Insta Holding Ltd.	 	 	61,388.95	 	 	 
	3926	 	 A Forex LTD	 	 	59,684.48	 	 	 
	55770	 	 A Forex LTD	 	 	3,726.58	 	 	 
	6827	 	 FIBO Group, Ltd.	 	 	45,379.47	 	 	 
	4052	 	 Systemgates Limited	 	 	43,433.82	 	 	 
	66449	 	 ORIGINAL MARKETS LTD	 	 	151,741.22	 	 	 
	66492	 	 ORIGINAL MARKETS LTD	 	 	131,897.99	 	 	 
	65878	 	 ORIGINAL MARKETS LTD	 	 	39,851.05	 	 	 
	66491	 	 ORIGINAL MARKETS LTD	 	 	1,788.27	 	 	 
	4282	 	 MFX Broker Inc.	 	 	31,937.62	 	 	 
	63939	 	 Liteforex Investments Limited	 	 	24,401.78	 	 	 
	54368	 	 IKO FOREX LTD	 	 	20,188.91	 	 	 
	19416	 	 IKO FOREX LTD	 	 	12,397.69	 	 	 
	55650	 	 IKO FOREX LTD	 	 	4,977.00	 	 	 
	54369	 	 IKO FOREX LTD	 	 	1,287.80	 	 	 
	55537	 	 IGO Holding Ltd	 	 	449.80	 	 	Managed by IKO FOREX LTD (payouts to its account)
	59586	 	 Fort Financial Services Ltd.	 	 	11,183.47	 	 	 
	63919	 	 Zar Solutions Ltd	 	 	8,746.25	 	 	 
	62042	 	 FXVan Global LTD.	 	 	3,408.92	 	 	 
	5170	 	 Forex Ltd.	 	 	2,596.40	 	 	 
	40306	 	 BFS Markets Ltd	 	 	2,248.46	 	 	 
	4939	 	 International Capital Markets Brockers LLC	 	 	1,161.10	 	 	 
	57242	 	 INNOVATIVE HOLDING LLC	 	 	943.80	 	 	 
	2962	 	 ISIG LTD	 	 	235.50	 	 	 
	 	 	 TOTAL:  	 	 	1,433,475.06	 	 	 



 




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