EX-10.1 2 s100499_ex10-1.htm EX-10.1

 Exhibit 10.1





This Settlement Agreement (the “Agreement”) is made the 14th day of November 2014 (the “Execution Date”) by and between Forex International Trading Corp., a Nevada corporation with an address at 49 Front Street, Suite 206, Rockville Centre, New York 11570, (“FXIT”), and Leova Dobris (“Holder”) (each a “Party” and collectively the “Parties”).




Whereas, on January 26, 2012, Direct JV Investments Inc. ("JV"), a wholly-owned subsidiary of FXIT, and Vulcan Oil & Gas Inc. ("Vulcan"), entered into an agreement whereby JV agreed to provide funding to certain alternative, green and solar energy projects that Vulcan was associated with, in exchange for a 40% interest in Vulcan’s portion of such projects (the “Joint Venture”);


Whereas, JV provided Vulcan with $68,000 in cash and services valued at $31,327.93 for a total investment of $99,327.93 (the “Investment”);


Whereas, on January 7, 2013, JV, FXIT and Vulcan entered into an agreement pursuant to which the parties terminated the Joint Venture and FXIT issued a Convertible Promissory Note to Vulcan in the aggregate principal amount of $500,000 (the “Forex Note”) and, in consideration for FXIT issuing the Forex Note, Vulcan issued to FXIT a Secured and Collateralized Promissory Note in the principle amount of $400,000 which included the Investment (the “Vulcan Note”);  


Whereas, Holder claims that prior to December 15, 2012, a debt investment in the amount of $50,000 (the "Vulcan Debt Investment") was made by Holder or on Holder's behalf in order to fund Vulcan and that FXIT had guaranteed the Vulcan Investment made by Holder;


Whereas, Vulcan has since been dissolved and, prior to Vulcan's dissolution, Vulcan failed to pay Holder back the Vulcan Debt Investment and assigned the Forex Note to Holder;


Whereas, Holder has threatened to commence litigation against Forex in connection with its guarantee of the Vulcan Debt Investment and to proceed against Forex in connection with the Forex Note;


Whereas, the Parties now desire to terminate any and all agreements between them and to resolve all disputes existing between them, which are the subject of Holder’s draft complaint which has yet to be filed, upon the terms and conditions set forth herein;


NOW, THEREFORE, in consideration of the mutual promises, releases, and payments provided for herein, the Parties hereto agree as follows:


1.                  Obligations Among the Parties; Option. (a) By the Parties executing this Agreement and in consideration of the release set forth below, FXIT hereby agrees to issue the Holder 1,000,000 shares of common stock (the “Settlement Shares”) at a cost basis of $0.12 per share representing aggregate consideration of $120,000 (the “Settlement Amount”). The stock certificate representing the Settlement Shares shall bear the standard 1933 Act restrictive legend. If the Settlement Shares are not received by Holder by the 28th day of November 2014, FXIT shall be deemed to be in default of this Agreement. In the event of a default by FXIT without obtaining prior approval by Holder, Holder may, upon five (5) days written notice to FXIT, pursue legal action to enforce the terms of this Agreement, plus agreed 100% damages. The Certificate representing the Settlement Shares shall be sent to Holder at the following address:




Exhibit 10.1



Leova Dobrish

Ungenski raion Celo skuliani Ul,

Krussera 15  Moldova


(b) Holder, at its sole option, at anytime prior to June 30, 2015, may convert the Settlement Shares into Series D Preferred Shares with a stated value of $120,000, a conversion price of $0.12 and liquidation and dividend rights to be determined.


2.                  Releases. Each of the Parties releases the other from and against any and all claims, debts, obligations, and causes of action either of them may have against the other and against the other‘s respective agents, representatives, employees, predecessors, successors, officers, directors, shareholders, partners, subsidiaries, parents, or affiliates, whether such debts, obligations, claims, or causes of action are accrued or un-accrued, or known or unknown. This release includes, but is not limited to, any and all claims relating to any interest, penalties or fees resulting from the Forex Note, the Vulcan Note and the Vulcan Investment.


3.                  No Admission of Liability. No party admits any default, error, liability, or wrongdoing by entering into this Agreement. Neither shall any party hereto portray this Agreement or any act taken under or in connection with it as an explicit or implicit statement or admission of the strength or weakness of any position taken by any party. Instead, the Parties enter into this Agreement to constructively resolve disputes between them and to avoid litigation.


4.                  Settlement of Debt, Liabilities & Obligations. Each of the Parties acknowledges and understands that this Agreement shall settle all debts, liabilities and obligations between the Parties and that any and all prior Agreements are hereby null and void.


5.                  No Oral Modifications. This Agreement sets forth the entire agreement between the Parties and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof and may not be changed or terminated orally. The Parties represent that in entering this Agreement they do not rely on any statement or fact not set forth herein.


6.                  Governing Law, Remedies, Venue and Jurisdiction. This Settlement Agreement shall be governed exclusively by the Laws of the State of New York, and any actions, claims or proceedings shall be subject to the exclusive venue and jurisdiction of the state and Federal Courts in New York, New York. The Parties hereby waive any right to a jury trial. In the event of a default by either Party, the other Party’s sole remedy shall be to enforce the terms of this Settlement Agreement. In the event a Party to this Settlement Agreement must institute suit or a cause of action to enforce the terms of this Settlement Agreement, the prevailing party will be entitled to fees and costs, including reasonable attorney’s fees. This shall also include any attorney’s fees required for the purposes of executing and collecting on the amounts due pursuant to the Stipulated Judgment, the actual Judgment and the Security Interest.


7.                  Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing and delivered via overnight courier. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given as of the next business day. Such notices shall be addressed to the intended recipient(s) as set forth above.



Exhibit 10.1



8.                    No Representations. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.


9.                    Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.


10.                  Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties concerning the matters set forth herein, and supersedes and replaces any and all prior agreements and understandings concerning the Agreements.


11.                  Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors, assigns, distributees, heirs, and grantees of any revocable trusts of a Party. No Party may assign either this Agreement or any of its or his or her rights, interests, or obligations hereunder without the prior written approval of the other Parties.


12.                  No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.


13.                  Headings and Counterparts. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Facsimile and photocopies of this Agreement shall have the same effect as originals.


14.                  Waivers. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence and all waivers must be in writing, signed by the waiving Party, to be effective.


15.                  Further Assurances. Each Party shall, at the reasonable request of any other Party hereto, execute and deliver to such other Party all such further instruments, assignments, assurances and other documents, and take such actions as such other Party may reasonably request in connection with the carrying out the terms and provisions of this Agreement.


16.                 Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that:



(a)They have read this Agreement;


(a)They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;


(a)They understand the terms and consequences of this Agreement and of the releases it contains;


(a)They are fully aware of the legal and binding effect of this Agreement; and


(a)Each signatory to this Agreement below represents that he/she has the requisite authority and has been duly authorized by his/her respective corporation to execute this Agreement.



Exhibit 10.1


IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.



Forex International Trading Corp. HOLDER:
By:  /s/ Igwekali Reginald Emmanue                                                                                        /s/ Leova Dobrish                                                                                      
Name: Igwekali Reginald Emmanue Name: Leova Dobrish
Title: Chief Executive Office