Exhibit 10.2
ANNULMENT OF SHARE PURCHASE AGREEMENT
THIS ANNULMENT OF SHARE PURCHASE AGREEMENT (this "Agreement") is made as
of
December 1, 2011,
(the "Effective Date"), by and between (a) Triple 8
Limited, a Cyprus company (the "Company"), (b) 888 Markets (Jersey) Limited, a
Jersey company (the "Investor"), (c)
HAM LIMITED
a company registered in Nevis
("HAM");
(d) AP Holdings, a company registered in Jersey ("AP"), and
(e) Forex
International Trading Corp, a Nevada company (the "Forex") (the Company ,
the
Investor ,
HAM ,
AP
and Forex, each a "Party" and collectively, the
"Parties").
WHEREAS, the Company and the Investor are parties to that certain Share Purchase
Agreement dated November 10, 2008, pursuant to which the Investor purchased from
the Company 19,920 ordinary shares of the Company (the "Shares") that represents
approximately 49.9% of the Company at such time (the "SPA"); and
WHEREAS, the Investor, HAM, AP Holdings and Forex hereby declare and represent
to the Company that:
(1)
on December 1, 2011, the Investor and HAM entered into an agreement
(the "Investor-HAM Agreement") pursuant to which the Investor and HAM agreed to
transfer 90% of the Shares (i.e.: 17,928 ordinary shares of the Company) (the
"Waived Shares") to HAM for a remaining balance due of $750,000 (all as set
forth in the Investor-HAM Agreement attached hereto as Exhibit ‎‎(A));
(2)
HAM previously entered into an agreement to transfer its interest
in the Company to Forex; an agreement in which Forex defaulted for cause and
therefore failed to pay balances owing on notes with respect
the total
acquisition consideration when due;
(3)
Investor and Mr Jack Lahav ("Lahav") agreed that the Investor shall
assign to Lahav the right to 10% of the Shares (i.e.: 1992 ordinary shares of
the Company) (the "Lahav Shares"); and
(4)
AP HOLDINGS consented to the transactions set forth in ‎(A), ‎(B)
and ‎(C) above;
WHEREAS, subject to the terms set forth in this Agreement which apply to the
Company and the Investor, the Parties wish to declare the SPA null and void, and
WHEREAS, the Investor, HAM, AP and Forex hereby declare that each of the above
referenced transfers to Forex are null and void;
NOW, THEREFORE, in consideration of the mutual covenants and representations
herein set forth, the Parties agree as follows:
1. Subject to Section ‎8 hereto, and fulfillment of all the terms and conditions
of this Agreement applicable to the Company and the Investor, the SPA is hereby
declared null and void.
2. Subject to Section ‎8 hereto, and until the date on which conditions of
Sections ‎5 and ‎7 have been satisfied in full, the Investor, HAM, AP and Forex
hereby acknowledge and agree that, except for the Lahav Shares, the Company has
not, and will not, issue any shares, or grant
any securities, to the Investor,
HAM, AP or Forex, or any person or entity related thereto, whether by virtue of
the SPA, any other verbal or written agreement, law or otherwise.
3. Subject to Section ‎8 hereto, and until