Exhibit 10.2 


 


SOLEIL CAPITAL L.P.


 


TERMINATION OF SHARE PURCHASE AGREEMENT


 


 


THIS TERMINATION
OF SHARE PURCHASE AGREEMENT (the “Termination Agreement”) is entered into as of August 18, 2015, by and among SOLEIL
CAPITAL, L.P., a Delaware limited partnership (“Soleil LP” or the “Company”), SOLEIL CAPITAL MANAGEMENT
LLC, a Delaware limited liability company (“Soleil Management”), and Greg Pan, a natural person (the “Purchaser).


 


RECITALS


 


WHEREAS, the Company,
Soleil Management and the Purchaser entered into a Share Purchase Agreement, dated June 1, 2015 (the “Share Purchase Agreement”),
which gives Purchaser the right to purchase shares of the Company’s Common Units representing limited partnership interests
in the Company;


 


WHEREAS, the Share
Purchase Agreement may be terminated upon the written agreement of the Company, Soleil Management and the Purchaser; and


 


WHEREAS, the Company,
Soleil Management and the Purchaser desire to terminate the Share Purchase Agreement immediately.


 


AGREEMENT


 


In consideration
of the mutual promises made in this Termination Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company, Soleil Management and the Purchaser hereby agree as follows:


1.TERMINATION OF SHARE
PURCHASE AGREEMENT.


 


1.1With effect from the date
hereof, the obligations of each of the Company, Soleil Management and the Purchaser under, in relation to or in respect of the
Share Purchase Agreement shall terminate and shall be of no force and effect and no party thereto shall have any further rights
or claims against, or obligations to, the other in respect thereof and their respective liabilities and obligations shall be irrevocably
and unconditionally released.


 


1.2The Company, Soleil Management
and the Purchaser hereby confirm and agree with the termination of the Share Purchase Agreement with effect from the date hereof.


 


2.MISCELLANEOUS.


 


2.1This Termination Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Termination Agreement by signing any such counterpart.




    	 



    	 



    

Facsimile and any other electronic signature
of this Termination Agreement is deemed to constitute an original signature.


 


2.2Any amendments or waiver
of any provision of this Termination Agreement shall only be effective if made in writing and signed by all parties hereto.


 


2.3This Termination Agreement
constitutes the entire agreement among the parties hereto about its subject matter and any previous arrangements, understandings
and negotiations on that subject are of no effect.


 


2.4If any provision of this
Termination Agreement is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate
the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.


 


2.5This Termination Agreement
is governed by and construed in accordance with the laws of the State of Florida and all parties hereto irrevocably agrees that
the courts of the State of Florida are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection
with this Termination Agreement and that accordingly, any legal action or proceedings arising out of or in connection with this
Termination Agreement may be brought in those courts and all parties hereto irrevocably submits to the exclusive jurisdiction of
those courts.


 


2.6Except as
otherwise provided in this Termination Agreement,
this Termination Agreement, and the
rights and obligations of
the parties hereunder,
will be binding
upon and inure to
the benefit of their
respective successors, assigns, heirs,
executors, administrators
and legal representatives.
 The Company
and Soleil Management may assign
any of
their rights and
obligations under this Termination
Agreement.  No
other party to this Termination Agreement
may assign,
whether voluntarily
or by
operation of law, any
of its rights and obligations
under this Termination Agreement, except
with the prior written consent
of the Company and Soleil Management.


 


2.7This Termination Agreement
is the result of negotiations among
and has
been reviewed by
each of the parties hereto
and their respective counsel, if any;
accordingly, this Termination Agreement
shall be deemed to be
the product of
all of the parties hereto, and
no ambiguity shall be
construed in favor of or
against any one
of the
parties hereto.


 


2.8The
Company may, in its sole
discretion, decide to deliver
any documents related
to this Termination Agreement or any
notices required by
applicable law or
the Company’s Certificate
of Limited Partnership or Agreement of Limited Partnership by
email or any
other electronic
means. 


2.9WAIVER
OF CONFLICT OF INTEREST. EACH PARTY TO THIS TERMINATION AGREEMENT WILL BEAR THE EXPENSES INCURRED BY EACH OR
ON EACH'S BEHALF IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS TERMINATION AGREEMENT. THE PARTIES (i) ACKNOWLEDGE THAT
THE LEGAL & COMPLIANCE, LLC HAS AT VARIOUS




    	 



    	 



    

TIMES REPRESENTED THE COMPANY
AND CERTAIN OF ITS PRINCIPALS; (ii) AGREE THAT IN THIS TRANSACTION LEGAL & COMPLIANCE, LLC REPRESENTS THE COMPANY AND
NOT ANY MEMBERS; (iii) AGREE THAT IN THIS TRANSACTION ALL OF THE PARTIES HAVE BEEN FULLY ADVISED OF AND UNDERSTAND SUCH CONFLICT;
(iv) ACKNOWLEDGE HAVING BEEN ADVISED BY THE FIRM TO ENGAGE INDEPENDENT LEGAL COUNSEL OF THEIR OWN CHOICE AND HAVE EITHER DONE SO
OR HAVE ELECTED NOT TO RETAIN SUCH COUNSEL; AND (v) WAIVE ANY AND ALL CONFLICTS OF INTEREST ARISING HERUNDER AND ALL OF ITS RAMIFICATIONS.


2.10Legal
Representation. Although the parties to this Termination Agreement have requested the law firm of Legal & Compliance,
LLC (the “Firm”) to prepare this Termination Agreement, the Firm is representing only the Company. Soleil Management
and the Purchaser have been advised and given the opportunity to obtain legal counsel and representation of their own choice, and
have either done so, or knowingly and voluntarily declined to do so.


IN WITNESS WHEREOF,
the parties have executed this Termination Agreement effective as of the date first written above.


 


 


COMPANY AND SOLEIL MANAGEMENT:


 


SOLEIL CAPITAL L.P.,


a Florida corporation


 


By: SOLEIL CAPITAL MANAGEMENT LLC,


its General Partner


 


 


By: /s/ Kevin Frija                          


Print Name: Kevin Frija


Title: Manager


 


 


PURCHASER:


 


GREG PAN


 


By: /s/ Greg Pan                                


Print Name: Greg Pan


a natural person