EXCHANGE AGREEMENT

EX-10.2 4 s100682_ex10-2.htm EX-10.2

Exhibit 10.2

EXCHANGE AGREEMENT

THIS AGREEMENT, dated the Effective Date below is entered January 22, 2015, a GV GLOBAL COMMUNICATIONS, INC., a California corporation (“Holder”) and Forex International Trading Corp., a Nevada corporation ("Company").

WITNESSETH:

WHEREAS, Holder holds a certain securities debt instrument(s), which are in sever default by the Company, in the principal amount below, which was issued to an original security holder, creditor of the Company; and

WHEREAS, Holder is willing to exchange the debt instruments for a convertible debenture of the Company in the form attached hereto (the “Debenture”) in order to reflect the conversion right which would otherwise be afforded the original holder which is now being reflected in the Debenture; and

WHEREAS, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Act”), the Company desires to exchange with the Holder, and the Holder desires to exchange with the Company, the debt instruments for the Debenture of the Company on the terms and conditions of and as more fully described in this Agreement.

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

Holder and the Company hereby agree to exchange the debt instruments for the Debenture. Thus, concurrently with the execution of this Agreement, Holder surrenders hereby its interest in the debt instruments strictly for the conversion and related rights and Holder will endeavor to use best efforts to deliver to the Company any promissory notes, commercial paper, or other evidences of the debt instruments and the Company shall execute and deliver to Holder an original, executed Debenture to reflect the conversion rights. The exchange of the debt instruments for the Debenture is being consummated without registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the exemption from registration contained in Section 3(a)(9) of the Act. The Company has not engaged in any general solicitation or engaged or agreed to compensate any broker or agent in connection with the transactions contemplated by this Agreement. None of the Company, its subsidiaries, any of their affiliates, and any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Debenture under the Act.

Holder represents and warrants to, and covenants and agrees with, the Company as follows:

Holder believes it is not an affiliate, now or by way of the Debenture, and relies upon the Company knowledge of the members of the Board, officers and shareholdings in such regard.

Holder is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act of 1933, as amended, the "Act" by reason of Rule 501 and (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without reference to conflict of laws principles A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, and the Debenture attached hereto, contains the entire agreement of the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or discussions except for the statements made by the Company in joining the Assignment and Assumption Agreement of on or about this date relating to the Debt.

The Company and Holder have caused this Agreement to be executed by their duly authorized representatives on the date as first written above.

Effective Date: January 22, 2015

Name of Original Debt Holder: Rasel, LTD

Amount of Debenture as off 12/31/2014: $75,273.43

Name of Trading Company: Forex International Trading Corp.

State of Incorporation of Trading Company: Nevada

	Forex International Trading Corp.

	By:	/s/Igwekali Reginald Emmanuel
	Name:	Igwekali Reginald Emmanuel
	Title:	President, Chief Executive Officer,
		Secretary and Treasurer as well as
		Chairman of the Board of Directors

	GV GLOBAL COMMUNICATIONS, INC.

	By:	/s/ Vadim Vaynter
	Name:	Vadim Vaynter
	Title:	President and Sole Director.