Agreement and Plan of MergerMerger Agreement • October 6th, 2023 • Fdctech, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated September 30, 2023 (“Effective Date”), is entered into among FDCTech, Inc., a Delaware corporation (“Parent”), FDCT Merger Sub, Inc., a Wyoming corporation (“Merger Sub”), Alchemy Markets DMMC a UAE company, Alchemy Prime Ltd. a United Kingdom company, and Alchemy Markets, Ltd., a Maltese company, (together the “Alchemy Companies”), (“Target”), and Gope S. Kundnani on behalf of the shareholders of Target (as specifically set forth on Exhibit A attached hereto, collectively, “Target Shareholders”).
INFORMATION TECHNOLOGY & SOFTWARE DEVELOPMENT SERVICES AGREEMENTInformation Technology & Software Development Services Agreement • June 25th, 2018 • Fdctech, Inc. • Services-prepackaged software • New York
This Information Technology & Software Services Agreement (“Agreement”) is made this 5th day of February 2018 (the “Effective Date”) between Forex Development Corporation, a Delaware Corporation, located at 1460 Broadway, New York, NY (“the Company”), and NSFX Ltd. with a principle office at 168 St Christopher Street, Valletta VLT 1467, MALTA (“Customer”), Registration Number: C/56519 MFSA License Number: IS/56519.
STOCK PURCHASE AGREEMENT BETWEEN AND FOREX DEVELOPMENT CORPORATIONStock Purchase Agreement • December 22nd, 2017 • Forex Development Corp. • Services-prepackaged software • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) effective March 21, 2017, by and between Forex Development Corporation, a Delaware corporation (“Seller”), and Brett Eaglstein, (Buyer) with respect to the following facts and circumstances:
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • July 26th, 2018 • Fdctech, Inc. • Services-prepackaged software
This SOFTWARE LICENSING AGREEMENT (the “Agreement”) is entered into this 28th day of April, 2016 (the “Effective Date”) by and between Forex Development Corporation a Delaware corporation with principal offices at 115 W 18th St., 2nd Floor, New York, NY 10011 (“Licensor”) and Atom8 Financial Services LLP, (Company No. OC376560), with principal offices at 2nd Floor, Centenary House, Palliser Road, London, W14 9EQ. Atom8 Financial Services LLP is authorized and regulated by the Financial Conduct Authority. FRN: 590299 (“Licensee”).
ACQUISITION AGREEMENT Date: 30th November 2023 between FDCTECH, INC. ALCHEMY PRIME HOLDINGS LIMITED ALCHEMY MARKETS HOLDINGS LIMITED ALCHEMY PRIME LIMITED ALCHEMY MARKETS LIMITED and the shareholder of ALCHEMY PRIME HOLDINGS LIMITEDAcquisition Agreement • December 7th, 2023 • Fdctech, Inc. • Services-prepackaged software • Delaware
In consideration of the mutual covenants and agreements set out below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2017 • Forex Development Corp. • Services-prepackaged software • Delaware
The undersigned (the “Subscriber”), desires to become a holder of common stock, par value $0.0001 per share, (the “Shares”) of Forex Development Corporation , a corporation organized under the laws of the state of Delaware (the “Company”). Accordingly, the Subscriber hereby agrees as follows:
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 28th, 2021 • Fdctech, Inc. • Services-prepackaged software • California
Party-1 and Party-2 are referred to individually and jointly in the Agreement as a “Party” or “Parties” with reference to the following:
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 28, 2018Convertible Promissory Note Amendment • November 22nd, 2017 • Forex Development Corp.
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 28, 2018 dated as of November 7, 2017 (the “Amendment”), made by and between Forex Development Corporation, a Delaware corporation (the “Company”) and FRH Group Ltd. (the “Holder”)
NOTE EXTENSION AGREEMENT Dated: April 30, 2018Loan Extension and Modification Agreement • May 8th, 2018 • FDC Tech, Inc. • Services-prepackaged software
This Loan Extension and Modification Agreement (the “Agreement”) is dated as of this 30th day of April, 2018, by and between Forex Development Corporation, a Delaware corporation (the “Company” or the “Borrower”) and FRH GROUP LTD. (“FRH Group”).
SOFTWARE DEVELOPMENT AGREEMENTSoftware Development Agreement • April 4th, 2018 • Forex Development Corp. • Services-prepackaged software • Delaware
THIS AGREEMENT is made this December 1, 2016 by and between Forex Development Corporation, a Delaware Corporation with offices at 115 W 18th St, New York, NY 10011 (the “Software Developer”), and Go Trading Technologies Ltd., a registered in Dominica, and located at Registered Address: C & H Towers, 3rd Floor, Crn. Marlborough & Great George Str., Roseau 00152, PO BOX 2320, Dominica (“GO TRADING”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 11th, 2023 • Fdctech, Inc. • Services-prepackaged software
This First Amendment to Stock Purchase Agreement (the Amendment”) is entered into this 28th day of February 2023 (the “Effective Date of Amendment”) by and among FDCTech, Inc., a Delaware corporation, and Alchemy Prime Holdings Limited, a UK corporation ( together the “Purchasers”) and New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and NSFX Ltd., a wholly-owned subsidiary of New Star, a Malta-based European margin trading broker-dealer (NSFX Ltd and, together with New Star, the “Sellers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 6th, 2023 • Fdctech, Inc. • Services-prepackaged software • England and Wales
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 31st day of December 2022 (the “Effective Date”) by and among Alchemy Prime Holdings Limited, a UK corporation (“Alchemy”), FDCTech, Inc., a California corporation (“FDCT” and, together with Alchemy, the “Purchaser,” New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and NSFX Ltd., a wholly-owned subsidiary of New Star, a Malta-based European margin trading broker-dealer (“NSFX” and, together with New Star, the “Sellers”).
September 28, 2023 Attn: Gope S. Kundnani Alchemy Markets DMCC (UAE), 100%, Alchemy UAE Alchemy Prime Ltd. (UK), 100%, Alchemy UK Alchemy Markets Ltd. (Malta), 49.90%, Alchemy Malta Unit 1, 74 Back Church Lane, E1 1LX, London, UK RE: Binding Letter of...Letter of Intent • September 29th, 2023 • Fdctech, Inc. • Services-prepackaged software
This Binding Letter of Intent (“LOI”) is entered into by and between FDCTech (OTCQB: FDCT, “FDCT”) and Gope S. Kundnani, who owns 100% of Alchemy Markets DMCC (Alchemy UAE), 100% of Alchemy Prime Ltd. (Alchemy UK), and 49.90% of Alchemy Markets Ltd. (Alchemy, Malta), collectively referred as Alchemy.
Subscription AgreementSubscription Agreement • September 20th, 2021 • Fdctech, Inc. • Services-prepackaged software
NOTE EXTENSION AGREEMENT Dated: April 30, 2018Loan Extension and Modification Agreement • May 8th, 2018 • FDC Tech, Inc. • Services-prepackaged software
This Loan Extension and Modification Agreement (the “Agreement”) is dated as of this 30th day of April, 2018, by and between Forex Development Corporation, a Delaware corporation (the “Company” or the “Borrower”) and FRH GROUP LTD. (“FRH Group”).
ASSIGNMENT OF DEBT AGREEMENTAssignment of Debt Agreement • February 25th, 2021 • Fdctech, Inc. • Services-prepackaged software
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants, conditions, representations, and warranties hereinafter contained and for other good and valuable consideration, the receipt of which is acknowledged and subject to the terms and conditions hereinafter set out, the parties agree as follows:
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • January 22nd, 2018 • Forex Development Corp. • Services-prepackaged software • Florida
THIS FIRST AMENDMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of August 2017, by and between Atlas Financial Technologies Corp., a Delaware corporation located at 301 S. Missouri Ave., Clearwater, FL 33756 (the “Purchaser”); and Forex Development Corporation, a Delaware corporation located at 115 W 18th St., 2nd Floor, New York, NY 10011 (the “Seller”).
