EXHIBIT 10.53 


SECURITIES EXCHANGE AGREEMENT


This Securities Exchange
Agreement (this “Agreement”) is made this 24th day of December, 2018 by and between Findex.com, Inc., a Nevada
corporation with its principal place of business located at 1313 South Killian Drive, Lake Park, FL 33403 (“FIND”)
and John Wachtel, an individual residing at 2350 NE 13th Street, Pompano
Beach, FL 33062 (“Wachtel”) (FIND and Wachtel may also hereinafter be referred to individually as a “Party”
or jointly as the “Parties”).


 


WHEREAS, FIND is
currently a U.S. Securities Exchange Commission (“SEC”) reporting company with its only class of common stock,
par value $0.001 per share (the “FIND Common Stock”) quoted and traded publicly in the over-the-counter market;


 


WHEREAS, FIND is
an owner of a certain Class B membership interest in Advanced Cement Sciences, LLC, a privately-held, Florida limited liability
company (“ACS”), and desires to acquire from the other owners of membership interests in ACS all of the other
outstanding membership interests in ACS, both Class A and Class B, in exchange for shares of FIND Common Stock (collectively, the
“Contemplated Transactions”);


 


WHEREAS, Wachtel
is currently an owner of a certain Class B membership interest in ACS, and, as part of the Related Transactions, desires to sell
such Class B membership interest to FIND in exchange for shares of FIND Common Stock (individually, and as hereinafter described
in more detail pursuant to Section 1 of this Agreement, infra, the “Subject Securities Exchange Transaction”);
and


 


WHEREAS, FIND and
Wachtel have come to terms on the number of shares of FIND Common Stock to be issued to Wachtel in relation to the Subject Transaction;


 


NOW, THEREFORE,
for and in consideration of the following agreements, the Parties hereby agree as follows:


 


1.       Mutual
Securities Sale/Purchase/Exchange. In consideration of an aggregate of eight hundred and seventy-five thousand (875,000) restricted
shares of FIND Common Stock (collectively, the “Subject Shares”), the sufficiency of which is hereby acknowledged,
Wachtel hereby agrees to unconditionally and irrevocably sell, convey and transfer as of the date hereof to FIND, in an exempted
resale transaction under, inter alia, the so-called Section 4(a)(11⁄2) of
the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws, the
uncertificated Class B membership interest it owns in ACS (the “Subject ACS Membership Interest”), and, in consideration
of receiving such Subject ACS Membership Interest from Wachtel, FIND hereby agrees to unconditionally and irrevocably offer, issue
and sell as of the date hereof to Wachtel, pursuant to exemption afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder (“Regulation D”), the Subject Shares.


 


2.       Assumption
of ACS Liabilities. Upon consummation of the Contemplated Transactions, FIND shall have hereby expressly assumed the liabilities
of ACS for all purposes.


 


3.       Contemporaneous
Actions Relating to ACS. It is acknowledged that, contemporaneous with the consummation of the Subject Securities Exchange
Transaction, and the Contemplated Transactions taken as a whole, (i) the ACS operating agreement shall have been amended and restated
so as to, inter alia, (x) declassify the membership interests such that there remains only a single class thereof,
(y) remove all members other than FIND and all provisions relative to and/or governing the respective rights and obligations
as between and among the various holders of membership interests (including those as between the former holders of Class A and
Class B membership interests), and (z) more generally, cause it to become a (Florida) single-member limited liability company
from and after the date hereof, and (ii) all of the incumbent managers and other officers of ACS resign effective immediately.


 


4.       Effect
of the Transaction. Upon consummation of the Subject Securities Exchange Transaction, and the Related Transactions taken as
a whole, and by operation of law without any action on the part of FIND or any of the other Parties, ACS shall have become a wholly-owned
subsidiary of FIND.


 


		5.	Acknowledgments, Representations and Covenants of Wachtel.



 


5.1       Wachtel
recognizes and acknowledges that the purchase of the Subject Shares, in the aggregate or in part, involves a high degree of risk
in that (i) FIND’s business is, and the Subject Shares are, highly speculative, (ii) he may not be able to liquidate his
investment, either when he may choose to do so or at all, and (iii) transferability of all or any part of the Subject Shares is
subject to restriction/limitation.


 


5.2       Wachtel
acknowledges that he either qualifies as an “accredited investor” within the meaning of Rule 501 of Regulation D, on
the one hand, and/or has such prior business and investment experience and knowledge such that he is independently and fully capable
of evaluating the merits and risks of an investment in the Subject Shares, on the other.


 


5.3       Wachtel
acknowledges that he (a) has obtained access to and reviewed the Company’s most recent SEC filings, including without limitation
its annual report on Form 10-K for the year ended December 31, 2017 and all subsequent quarterly and current reports on Form 10-Q
and 8-K respectively (all of which is hereby collectively incorporated by reference as if set forth herein in its entirety), and
understands the contents thereof including without limitation any risk factors and other risk-related disclosures included therein,
(b) has received copies of all documents and any other information requested by him from FIND and had an opportunity to ask questions
of and receive answers from FIND management concerning FIND as well as the terms and conditions of the offering by FIND of the
Subject Shares (the “Offering”), and (c) is fully informed regarding the current operations and financial condition
of FIND, the administration of its business affairs, and its prospects for the future.


 


5.4       Wachtel
acknowledges that the Offering does not qualify as a “plan of reorganization” within the meaning of Section 1.368-2(g)
of the income tax regulations promulgated under the U.S. Internal Revenue Code and is likely to require the recognition of taxable
income upon issuance of the Subject Shares, and that he (a) has received no opinions or representations from FIND in respect of
same, and (b) has been advised to retain his own professional advisors to evaluate such federal and state tax and other consequences
of an investment in the Subject Shares.


 


5.5       Wachtel
acknowledges and agrees that, by entering into this Agreement, he has irrevocably conveyed, transferred, relinquished and surrendered
to FIND all of his rights, economic, voting and otherwise, under the ACS operating agreement from and after the date hereof, and
covenants to refrain from asserting any such rights from and after the date hereof for any purposes.


 


5.6       Wachtel
acknowledges that, notwithstanding the fact that FIND has advanced on behalf of ACS an as-yet unreimbursed amount equaling $240,677.22
since September 2016 and continuing through the date hereof, the relative values of FIND and ACS, and by extension the purchase
price for the Subject Shares, have not been the subject of an independent valuation study and/or report or related fairness opinion
(in both cases due to prohibitive cost constraints as a practical matter), and, in any case, are inherently speculative due to
(i) both company’s relatively early stage of development, (ii) the fact that such values are reasonably subject to a wide
range of estimates, even as between professionals, and not readily ascertainable with any degree of certainty on the basis of customarily
applied historical valuation metrics such as book value, revenues, profits and/or free cash flow, (iii) the fact that, due to Wachtel’s
restrictions on transferability imposed under applicable securities law upon issuance pursuant hereto, coupled with a high degree
of illiquidity owing to a lack of current meaningful trading volume in the FIND Common Stock, FIND’s quoted per-share trading
price on the OTC Market (Pink) as of the date hereof ($0.0021, as per the Yahoo! Finance [or equivalent] screenshot annexed hereto
as an addendum) is not realistically reflective of realizable market value by Wachtel, and ought for this reason, to be discounted
for purposes of any valuation by a significant margin (at least 25-35%), (iv) the unavailability of reasonably reliable forecasts
for the forward-looking sales and/or profitability trajectories of the companies, (v) the unavailability of reasonably reliable
forecasts for the forward-looking financing needs of the companies, and (vi) continuing questions surrounding the availability
of financing for either or both of the companies, equity, debt or hybrid, as well as the favorability, or even acceptability, of
terms upon which any such financing may be available.


 


5.7     Wachtel represents
that no representations have been made by FIND or any of its representatives regarding (i) future financings to be effected by
FIND from or after the date hereof, either for itself or for ACS, or (ii) the allocation of available resources from or after the
date hereof, including without limitation financial and/or human resources, to any particular businesses or product lines controlled
by FIND. 







 


5.8       Wachtel
acknowledges that (a) the Offering has not been reviewed by the SEC based on FIND’s representations that it is intended to
be a non-public offering made pursuant to exemption from the registration requirements of the Securities Act, including those under
Section 4(a)(2) thereof and Regulation D, (b) any potential resale or other transfer by Wachtel (or any other holder) of the Subject
Shares, or any part thereof, has not been, and is not currently expected by FIND to be, registered under the Securities Act, or
the securities laws of any one or more states, (c) the Subject Shares are being purchased by Wachtel for investment purposes and
not with a view to any near-term distribution or resale, nor with the intention of selling, transferring or otherwise disposing
of all or any part for any particular price, or at any particular time, or upon the happening of any particular event or circumstances,
except selling, transferring or disposing of such securities in full compliance with all applicable provisions of the Securities
Act, the rules and regulations promulgated by the SEC thereunder or in connection therewith, and applicable state securities laws,
and (d) absent any such resale registration, or the availability of an exemption from registration coupled with the proffer of
a formal, written opinion of counsel satisfactory to FIND stating that registration is not required under the Securities Act or
such state securities laws, each of the Subject Shares will be required to be held indefinitely.


 


5.9       Wachtel
acknowledges that the certificates to be issued representing the Subject Shares shall bear a legend containing the following or
similar words:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR
ANY OTHER SECURITIES LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF, OR OFFERED FOR TRANSFER, SALE
OR OTHER DISPOSITION IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE ACT, AND ANY
OTHER APPLICABLE SECURITIES LAWS, OR (ii) AN OPINION OF COUNSEL ACCEPTABLE TO FINDEX.COM, INC. THAT A PROPOSED SALE QUALIFIES FOR
EXEMPTION FROM REGISTRATION UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS”.


 


5.10       Wachtel
acknowledges that it is his understanding that (a) the Subject Shares have not been registered under the Securities Act by reason
of a claimed exemption under the provisions of the Securities Act which depends, in part, upon his investment intention, (b) it
is the position of the SEC that the statutory basis for such exemption would not be present if his representation merely meant
that his present intention was to hold such securities for a short period, such as the capital gains period under any tax statutes,
for a deferred sale, for a market rise (assuming that a market is maintained, for which no assurance can be provided), or for any
other fixed period, and (c) in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an
intent inconsistent with its representation to FIND, and the SEC would likely regard such a sale or disposition as a deferred sale
to which such exemptions are not available.


 


5.11       Wachtel
understands and acknowledges that (a) there is currently a very limited public trading market for the FIND Common Stock, (b) the
FIND Common Stock constitutes a “penny stock” for purposes of applicable regulation, (c) Rule 144 promulgated under
the Securities Act, which provides a so-called “safe harbor” exemption from registration for the resale of certain
securities under limited circumstances, currently requires, among other conditions, a minimum 6-month holding period prior to any
resale of securities acquired in a non-public offering (such as the Offering) when, as here, such securities are comprised of common
stock that is registered as a class under the Securities Exchange Act of 1934, as amended, and the issuing company thereof is subject
to and current in meeting its reporting obligations thereunder (as FIND is as of the date hereof), (d) FIND is under no obligation
to register the resale of any of the Subject Shares, and (e) FIND may, if it determines appropriate in its discretion, permit the
transfer of any of the Subject Shares out of its name only if and when any such transfer is registered or when it is determined
by FIND to qualify for exemption and any request therefor is accompanied by a formal, written opinion of counsel acceptable to
FIND that neither the sale nor the proposed transfer results in a violation of the Securities Act and/or of the applicable securities
laws of any individual state or other applicable jurisdiction.


 


5.12       Wachtel
agrees to indemnify and hold harmless FIND, and each of its officers, directors, agents and attorneys against any and all losses,
claims, demands, liabilities and expenses (including reasonable legal or other expenses as such are incurred) incurred by each
such person in connection with defending or investigating any claims or liabilities, whether or not resulting in any liability
to such person to which any such indemnified party may become subject under the Securities Act, under any other statute, at common
law or otherwise, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue
statement or omission by Wachtel of a material fact contained in this Agreement, or (b) arise out of or are based upon any breach
of any representation, warranty or agreement of Wachtel contained herein.


 


5.13       Wachtel
agrees that (i) he has been represented by independent counsel in connection with this Agreement, the substance of the Subject
Share Exchange Transaction and the Contemplated Transactions and that he fully understands the same, (ii) the economic and other
terms of the Subject Share Exchange Transaction are fair and reasonable to him, (iii) he has been apprised of the potential conflict
of interest based on the fact that Steven Malone is both a principal in ACSH, on the one hand, and the president, chief executive
officer and a director of FIND, on the other, and expressly waives any objection to either the Subject Securities Exchange Transaction
and/or the Contemplated Transactions based therein or arising therefrom, and (iv) he has been apprised of the potential conflict
of interest based on the fact that Michael Membrado is both a principal in one of the other members of ACS, on the one hand, and
legal counsel to FIND, on the other, and expressly waives any objection to the Subject Securities Exchange Transaction and/or the
Contemplated Transactions based therein or arising therefrom.


  


6.       Representations,
Acknowledgments and Covenants of FIND.


 


6.1       FIND
represents and warrants to Wachtel as of the date hereof as follows:


 


(a)       FIND
is a corporation duly organized and existing under the laws of the State of Nevada, and has the power to conduct the business which
it conducts and proposes to conduct;


 


(b)       FIND
has full corporate power and authority to carry on its present business as currently conducted, and own its properties and assets;


 


(c)       the
execution, delivery, and performance of this Agreement, and the issuance and delivery of the Subject Shares, by FIND has been duly
approved by the board of directors of FIND, and all other actions required to authorize and effect the offer and sale of the Subject
Shares has been duly taken;


 


(d)       the
execution, delivery and performance of this Agreement, and the issuance and delivery of the Subject Shares to Wachtel, do not and
will not (i) violate any provision of FIND’s articles of incorporation or bylaws, (ii) conflict with or result in the breach
of any material provision of, or give rise to a default under, any agreement with respect to indebtedness or of any other material
agreement to which FIND is a party or by which it or any of its properties or assets are bound, (iii) conflict with any law, statute,
rule or regulation or any order, judgment or ruling of any court or other agency of government to which FIND is subject or any
of its properties or assets may be bound or affected, in each case except where such conflict would not have a material adverse
effect on FIND, or (iv) result in the creation or imposition of any lien, charge, mortgage, encumbrance or other security interest
or any segregation of assets or revenues or other preferential arrangement (whether or not constituting a security interest) with
respect to any present or future assets, revenues or rights to the receipt of income of FIND; and


 


(e)       upon
issuance, the Subject Shares will be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and encumbrances
with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed under applicable federal and/or state securities laws.


 


6.2       FIND
acknowledges that ACS has not, to date, generated anything beyond nominal revenues from any developed product lines, though:


 


(a)       sales
have begun to a company with which ACS is affiliated (through common ownership with ANB), United Stone Supply, LLC, and that is
currently selling precast decorative lightweight “manufactured stone” product using one of ACS’s premier proprietary
admixes to Lennar Corporation, asserted to be the largest home construction
company in the United States in 2017 following its purchase of CalAtlantic Homes, and ranked 230th on the Fortune 500
as of 2018;


 


(b)       one
product line (a high-performance stucco admix) is believed by ACS management to be ready at this time for immediate-term commercialization
and market introduction, subject to a variety of questions that remain unresolved, particularly those associated with continuing
uncertainties surrounding (i) the long-term performance characteristics and durability of the products identified as ready for
commercialization, (ii) the lack to date of having completed industry-standard testing of such products, (iii) market sizes, (iv)
market receptivity, (v) market penetration rates, (vi) the attainability and sustainability of targeted market price points for
such products in order to achieve established benchmark minimum gross margin levels, and (vii) the degree to which stockpiling
speculative inventory will be necessary during the early-going to meet customer demand if and when it materializes and develops;
and


 


(c)       several
other cement admix product lines remain (at various stages) under continuing research, development and testing for which the potentially
definable construction markets are worldwide and extremely large by any standard, including ultra-lightweight, ultra-high-strength,
and ultra-fire-resistant concrete blocks, hollow-core panels, and other pre-cast construction panels and materials.


 


6.3       FIND
acknowledges as follows:


 


(a)       as
of the date hereof, ACS has invested a total of $456,429.64 in
product research, development and commercialization, which amount includes (i) the proceeds of a $200,000 equity investment by
one of the Class A membership interest holders in ACS, (ii) an additional $240,677.22 advanced by FIND on behalf of ACS during
the period dating back to September 2016 and reimbursable to FIND as the afore-referenced but undocumented debt obligation of ACS,
and (iii) an additional $15,752.42 advanced by Michael Membrado since August 14, 2018 under an interim debt agreement;


 


(b)       ACS
currently has no creditors other than FIND, to which it owes $240,677.22, and Mr. Membrado, to whom it owes $15,752.42; and


 


(c)       the
only material asset of ACS existing as of the date hereof is the trade secret intellectual property it acquired from Matt Piazza
in February 2018, the value of which remains highly speculative at this time, but the prospects for which offer potentially extraordinary
returns for each of at least several applications in the event of successful product commercialization and market penetration/adoption.


 


6.4       FIND
acknowledges that it is its understanding that (a) the Subject ACS Membership Interest has not been registered under the Securities
Act by reason of a claimed exemption under the provisions of the Securities Act which depends, in part, upon its investment intention,
(b) it is the position of the SEC that the statutory basis for such exemption would not be present if its representation merely
meant that its present intention was to hold such securities for a short period, such as the capital gains period under any tax
statutes, for a deferred sale, for a market rise (assuming that a market exists, for which no assurance is made), or for any other
fixed period, and (c) in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent
inconsistent with its representation hereunder, and the SEC would likely regard such a sale or disposition as a deferred sale to
which such exemptions are not available.


 


6.5       FIND
covenants to use its good faith, commercially reasonable efforts from and after the date hereof to (i) cause to be materially reduced
the indebtedness reflected on its balance sheet up through the date hereof through an as-yet uncertain combination of voluntary
debt-to-equity conversions and negotiated satisfactions and releases for nominal consideration, though no assurances can be provided,
and (ii) secure reasonable and adequate financing for the growth of its business, though no assurance can be provided that any
such financing shall be forthcoming, or, if forthcoming, that it will be in an amount or on such terms as are favorable, or even
acceptable, to FIND.


 


7.       Miscellaneous.


 


7.1      Any notice
or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Party to whom it is addressed at the address set forth on the first page hereof; provided,
however, that notices shall be deemed to have been given on the date of mailing, except notices of change of address, which
shall be deemed to have been given when received.


 


7.2      This Agreement
shall not be changed, modified, or amended except by a writing signed by the Party against whom enforcement is sought.


 


7.3      This Agreement
shall be binding upon and inure to the benefit of the Parties and to their respective heirs, legal representatives, successors,
and/or assigns.


 


7.4       This
Agreement sets forth the entire agreement and understanding between and among the Parties as to the subject matter hereof and supersedes
all prior discussions, agreements, and understandings of any and every nature between them, except as may be expressly set forth
in the certificates or instruments embodying all or any part of the Subject Shares themselves.


 


7.5      Notwithstanding
the location where this Agreement may have been executed by any Party, it is agreed that all the terms and provisions hereof shall
be construed in accordance with and governed by the laws of the State of Florida without regard to principles of conflicts of laws.


 


7.6       Each
of the Parties hereby (i) submits to the jurisdiction of any state or federal court sitting in the County of Palm Beach, State
of Florida, in any action or proceeding arising out of or relating to this Agreement, (ii) agrees that all claims in respect of
the action or proceeding may be heard and determined in any such court, (iii) agree not to bring any action or proceeding arising
out of or relating to this Agreement in any other court, and (iv) waives any defense of inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with
respect thereto.







 


7.7       This
Agreement may be executed in counterparts, each of which shall combine to constitute the single, complete instrument.


 


7.8       Upon
the execution and delivery of this Agreement by all Parties, this Agreement shall become a binding obligation of all Parties with
respect to the subject matter hereof.


 


7.9       The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect.


 


7.10       It
is agreed that a waiver by any Party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver
of any subsequent breach by that same Party.


 


7.11       Each
Party agrees to execute and deliver all such further documents, agreements, and instruments, and take such other and further action,
as may be reasonably requested by any other Party to carry out the purposes, intent of, and any legal requirements associated with,
this Agreement.


 


 


 


 


 


 


 


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the day and year first written above.


 


FINDEX.COM, INC.


 


 


 


By: _______________________________________


Name: Steven Malone


Title: President & Chief Executive
Officer


 


 


 


 


 


_______________________________________


John Wachtel


 


 


ADDENDUM


 


 


Screenshot: FIND (OTC Markets: Pink)
as of Market Close 12-24-18