Exhibit 10.2


 


 


WAIVER AND RELEASE


 


This WAIVER
AND RELEASE (this “Waiver”) is made and entered into as of July 17, 2020, by and between LM Capital Solutions,
LLC, a New York limited liability company (the “Buyer”), AZOKKB, LLC (formerly known as LuxeMark Capital LLC),
a New York limited liability company (the “Seller”), Kamil Blaszczak (“Blaszczak”), Oskar
Kowalski (“Kowalski”) and Avraham Zeines (“Zeines” and, collectively with Blaszczak and Kowalski,
the “Seller Principals”). Capitalized terms used but not defined in this Waiver shall have the meanings ascribed
to such terms in that certain Asset Purchase Agreement by and between the Buyer, the Seller and the Seller Principals, dated February
13, 2019 (the “Agreement”).


 


WHEREAS, the
Seller Principals own all of the issued and outstanding equity interests of the Seller.


 


WHEREAS, pursuant
to the Agreement, the Seller has the potential to earn a Performance Based Earn-Out for each of the years ending in December 31,
2019, December 31, 2020, December 31, 2021 and December 31, 2022, up to a maximum aggregate amount of $4,000,000 (the “Potential
Earn-Out Payments”).


 


WHEREAS, in
connection with the transactions contemplated by that certain Assignment and Assumption Agreement dated as of even date herewith
by and between the Buyer and the Seller (the “A&A Agreement”), the Seller has agreed to terminate the earnout
construct contemplated by the Agreement, which it intends to effect through a waiver of all of Seller’s and the Seller Principals’
respective rights to the Potential Earn-Out Payments and the termination and release of the Buyer’s obligations and the obligations
of any person or entity that directly or through one or more intermediaries controls or is controlled by or is under common control
with or any person or entity who is a member, manager, officer or principal of (the “Affiliates”) the Buyer
to pay any amounts in respect of the Potential Earn-Out Payments, it being to the mutual benefit of all to do so.


 


WHEREAS, the
Buyer, the Seller and the Seller Principals (as indirect beneficiaries of the Agreement and Potential Earn-Out Payments through
their ownership of the Seller) desire, as a condition to entering into the A&A Agreement and consummating the transactions
contemplated thereby, to amend the Agreement to terminate and waive the Buyer’s (and any of its Affiliates’) obligations
to pay any amounts in respect of the Potential Earn-Out Payments and all rights of the Seller, any of the Seller Principals or
any of their respective Affiliates to the Potential Earn-Out Payments, as set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing premises and other good and valuable consideration, including without limitation the entry into
and the consummation of the transactions contemplated by the A&A Agreement, the receipt and sufficiency of which are hereby
conclusively acknowledged, the Buyer, the Seller and the Seller Principals hereby agree as follows:


 


		1.	The Seller and the Seller Principals, for and on behalf of themselves, their respective Affiliates
and their respective assigns, hereby knowingly and irrevocably (i) waive and forfeit all right, title and interest in and expectation
to, and (ii) release and forever discharge the Buyer and all of its Affiliates and assigns from all claims, obligations and other
liabilities with respect to, in the case of each of (i) and (ii), any amounts payable by the Buyer to the Seller or its Affiliates
or assigns contemplated by Section 1.4(d) of the Agreement, including without limitation in respect of the Performance Based Earn-Out.
Accordingly, the Seller, the Seller Principals and the Buyer agree that the Buyer shall have no obligation and the Seller and the
Seller Principals shall have no rights to any payment of a Performance Based Earn-Out under the Agreement, including for such periods
that have occurred prior to the date hereof, and the Seller and the Seller Principals, for and on behalf of themselves, their respective
Affiliates and their respective assigns, hereby covenant and agree not to bring any claim, suit, dispute or other proceeding against
the Buyer, any of its Affiliates or any of their respective assigns in connection with or relating to any payments payable by the
Buyer to the Seller or its Affiliates or assigns contemplated by Section 1.4(d) of the Agreement, including without limitation
in respect of the Performance Based Earn-Out.



 






     


     


    

 


		2.	The Agreement, together with all exhibits referenced therein, and this Waiver together constitute
the entire agreements between the Company, the Seller and the Seller Principals with respect to the transactions, rights, obligations,
liabilities and agreements contemplated thereby. All terms, conditions and obligations of the Agreement other than those waived
hereby remain in effect and shall be valid and enforceable. To the extent this Waiver is inconsistent with any provisions in the
Agreement, this Waiver shall control.



 


		3.	The validity, performance, construction and effect of this Waiver shall be governed by and construed
in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of law.



 


		4.	This Waiver may be executed in one or more counterparts, all of which shall be considered one and
the same agreement, and shall be effective when one or more such counterparts have been signed by each of the parties hereto and
delivered to the other parties.



 


[Signature Pages Follow]


 


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned have
duly executed this Waiver as of the date first written above.


 


	 	AZOKKB, LLC 
	 	 
	 	By /s/ Avraham Zeines
	 	Name: Avraham Zeines
	 	Title: Member
	 	 
	 	 
	 	/s/ Avraham Zeines
	 	Avraham Zeines
	 	 
	 	 
	 	/s/ Oskar Kowalski
	 	Oskar Kowalski
	 	 
	 	 
	 	/s/ Kamil Blaszczak
	 	Kamil Blaszczak
	 	 
	 	 
	 	LM CAPITAL SOLUTIONS, LLC
	 	 
	 	 
	 	By /s/ Igor Volshteyn
	 	Name: Igor Volshteyn
	 	Title: President
	 	 
	 	 



 


 


 


[Signature Page to Waiver and Release]