Exhibit 10.5


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is made and entered into as of this 8th day of May 2013, by and between First Independence Corp.,
a Florida corporation, its successors and /or assigns, based at 103 Waters Edge, Congers, NY 10920 (the “Corporation”),
and Ira Shapiro, an individual residing at 103 Waters Edge, Congers, NY 10920 (the “Executive”), under the
following circumstances:


 


RECITALS:


 


A.
The Corporation, through its subsidiary, THE CODESMART GROUP, Inc., a Nevada corporation, is engaged in the business
of preparation, education and implementation of ICD-10, a new medical coding system.


 


B.
The Corporation desires to secure the services of the Executive upon the terms and conditions hereinafter set forth; and


 


NOW,
THEREFORE, the parties mutually agree as follows:


 


1.
Employment. The Corporation hereby employs the Executive and the Executive hereby accepts employment as an executive of
the Corporation, subject to the terms and conditions set forth in this Agreement. This agreement will be fully enforceable in
the event of a reverse merger into a public entity, acquisition or any other transaction with another corporate entity.


 


2.
Duties. The Executive shall serve as the Chairman of the Board and Chief Executive Officer, with such duties, responsibilities
and authority as are commensurate and consistent with his position. The Executive shall report directly to the Board of Directors
of the Corporation. During the Term (as defined in Section 3), the Executive shall
devote his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the Board
of Directors. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Executive for the making of
passive personal investments, the conduct of private business affairs, charitable and professional activities such as holding
non-executive Director-level position(s) with other firms shall be allowed, provided such activities do not materially interfere
with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth
in Section 9 below. Furthermore, The Executive will serve as the Chairman of the Board and for a period of three years
from the date of this agreement. The executive may not be removed as Chairman of the Board for a period of 3 years unless terminated
for cause as in section 5D. This supersedes the bylaws of the corporation.


 


3.
Term of Employment. The term of the Executive’s employment hereunder, unless sooner terminated as provided herein
(the “Initial Term”), shall be for a period of four (4) years commencing on May 5, 2013 (the “Commencement
Date”). The term of this Agreement shall automatically be extended for additional terms of one (1) year each (each a
“Renewal Term”) unless either party gives prior written notice of non-renewal to the other party no later than
sixty (60) days prior to the expiration of the Initial Term (“Non-Renewal Notice”), or the then current Renewal
Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred
to as the “Term.”


 




    	1



    	 



    

  


4.
Compensation of Executive.


 


(a)
The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly
installments during the Term, the sum of $225,000 per annum (the “Base Salary). The Corporation shall review the
Base Salary on an annual basis and agrees to increase it by at least 10% per annum, but has no right to decrease the Base
Salary.


 


(b)
In addition to the Base Salary set forth in Section 4(a) above, the Executive
shall be entitled to receive, depending upon mutually agreeable performance targets, an annual bonus for the year in which
Employer meets or exceeds performance targets during the Term at the discretion of the board of directors of the Corporation.
Bonus targets and the amount of bonus for each fiscal year shall be set by the Board of Directors.


 


(c)
The Corporation shall advance or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid
by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of
expenses from time to time.


 


(d)
The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group
health and benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its
senior executives (the “Benefit Plans”).


 


(e)
The Corporation shall execute and deliver in favor of the Executive an indemnification agreement on the same terms and
conditions entered into with the other officers and directors of the Corporation. Such agreement shall provide for the
indemnification of the Executive for the term of his employment and for a period of at least six (6) years
thereafter.


 


5.
Termination.


 


(a)
This Agreement and the Executive’s employment hereunder shall terminate upon the happening of any of the following events:


 


(i)
upon the Executive’s death;


 


(ii)
upon the Executive’s “Total Disability” (as herein defined);


 


(iii)
upon the expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely notice
of non-renewal in accordance with Section 3, above;


 


(iv)
at the Executive’s option, upon ninety (90) days prior written notice to the Corporation;


 


(v)
at the Executive’s option, in the event of an act by the Corporation, defined in Section 5(c), below, as constituting “Good
Reason” for termination by the Executive; and


 




    	2



    	 



    

  


(vi)
at the Corporation’s option, in the event of an act by the Executive, defined in Section 5(d), below, as constituting “Cause”
for termination by the Corporation.


 


(b)
For purposes of this Agreement, the Executive shall be deemed to be suffering from a “Total Disability” if
the Executive is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by
reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous
period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident
and health plan covering employees of the Company; or (iii) determined to be totally disabled by the Social Security Administration.
Any question as to the existence of a disability shall be determined by the written opinion of the Executive’s regularly
attending physician (or his guardian) (or the Social Security Administration, where applicable).


 


(c)
For purposes of this Agreement, the term “Good Reason” shall mean that the Executive has resigned due to (i)
any material diminution in Executive’s authority, duties or responsibilities (unless the Executive has agreed to such diminution);
(ii) a material change in the chain of reporting referenced in Section 2 (unless the Executive has agreed to such change); (iii)
any material diminution in the Executive’s Base Salary (unless the Executive has agreed to such diminution); (iv) any material
change in the geographic location at which the Executive must perform services to a location without the Executive’s prior
written consent; (or (v) any material violation by the Corporation of its obligations under this Agreement. Prior to the Executive
terminating his employment with the Corporation for Good Reason, the Executive must provide written notice to the Corporation,
within 90 days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the
grounds the Executive believes constitutes Good Reason. If the Corporation does not cure the conditions constituting Good Reason
within sixty (60) days after receipt of written notice thereof from the Executive, then Executive’s employment shall be
deemed terminated for Good Reason.


 


(d)
For purposes of this Agreement, the term “Cause” shall mean any material breach of this Agreement on the
part of the Executive in connection with his employment duties hereunder, in all cases that is not cured within fourteen (14)
days after receipt of notice thereof (to the extent such breach is capable of being cured), or the Executive’s
conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or any crime involving fraud,
larceny or embezzlement resulting in material harm to the Corporation by the Executive.


 




    	3



    	 



    

  


6.
Effects of Termination.


 


(a)
Upon termination of the Executive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued
but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to
him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred
prior to such date, the Executive or his estate or beneficiaries, as applicable, shall be entitled to the following benefits:
(i) (12) months’ Base Salary at the then current rate, to be paid in equal semi-monthly or bi-weekly installments,
less withholding of all applicable taxes, at such times he would have received them if there was no termination;; (ii)
continued provision for a period of twelve (12) months following the Executive’s death of benefits under Benefit Plans
extended from time to time by the Corporation to its senior executives; and (iii) payment on a pro-rated basis of any bonus
or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of death
or Total Disability.


 


(b)
Upon termination of the Executive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to
renew the term of the Executive’s employment for an additional one (1) year period and the Executive chooses not to
continue in the employ of the Corporation, the Executive shall be entitled to receive only the accrued but unpaid
compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans
outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event
the Corporation tenders a Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same
severance benefits as if the Executive’s employment were terminated pursuant to all items in Section 5 above except for
section 5d, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Executive’s
employment was terminated due to Section 5(d) (for “Cause”), then payment of severance benefits will determined
by the board of directors.


 


(c)
Upon termination of the Executive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i),
5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid
compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans
outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the
Executive shall be entitled to the following severance benefits: (i) (12) months’ Base Salary at the then current rate,
to be paid in equal semi-monthly or bi-weekly installments, less withholding of all applicable taxes, at such times he would
have received them if there was no termination; (ii) continued provision for a period of twelve (12) months after the date of
termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and
(iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the
Executive was a participant as of the date of the Executive’s termination of employment. In addition, any options or
restricted stock shall be immediately vested upon termination of Executive’s employment pursuant to Section 5(a)(v) or
by the Corporation or without “Cause”.


 


(d)
Upon termination of the Executive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement
of documented, unreimbursed expenses incurred prior to such date, the Executive shall be entitled to the following severance
benefits: accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable
taxes. Executive shall have any conversion rights available under the Corporation’s or Benefit Plans and as otherwise
provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.


 


(e)
Any payments required to be made hereunder by the Corporation to the Executive shall continue to the Executive’s
beneficiaries in the event of his death until paid in full.


 




    	4



    	 



    

  


7.
Vacations. The Executive shall be entitled to a vacation of four (4) weeks per year, during which period his salary shall
be paid in full. The Executive shall take his vacation at such time or times as the Executive and the Corporation shall determine
is mutually convenient. Any vacation not taken in one (1) year shall not accrue, provided that if vacation is not taken due to
the Corporation’s business necessities, up to four (4) weeks’ vacation may carry over to the subsequent year.


 


8.
Covenant Not To Disclose, Compete or Solicit. Upon execution of this Employment Agreement, the Executive and the Corporation
shall enter into that certain Non-Disclosure, Non-Competition and Non-Solicitation Agreement attached hereto in the form of Exhibit
A.


 


9.
Miscellaneous.


 


(a)
The Executive acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special,
unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the
Executive agrees that any breach or threatened breach by him of Sections 8 or 9 of this Agreement shall entitle the
Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek
to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the
Executive hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability
of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or
all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction
in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement
thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth
shall be in addition to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in
equity.


 


(b)
Neither the Executive nor the Corporation may assign or delegate any of their rights or duties under this Agreement without
the express written consent of the other; provided however that the Corporation shall have the right to delegate its
obligation of payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the
Corporation of any of its obligations hereunder.


 


(c)
This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the
Executive’s employment by the Corporation, supersedes all prior understandings and agreements, whether oral or written,
between the Executive and the Corporation, and shall not be amended, modified or changed except by an instrument in writing
executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall
not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent
time.


 




    	5



    	 



    

  


(d)
This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their
respective successors, heirs, beneficiaries and permitted assigns.


 


(e)
The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.


 


(f)
All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and
shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt
requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth
above or to such other address as either party may hereafter give notice of in accordance with the provisions hereof. Notices
shall be deemed given on the sooner of the date actually received or the third business day after sending.


 


(g)
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without
reference to principles of conflicts of laws and each of the parties hereto irrevocably consents to the jurisdiction and
venue of the federal and state courts located in the State of New York.


 


(h)
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date
set forth above.


 


10.
Change of Control. Upon a Change of Control (as hereinafter defined), the Executive shall receive all monies and compensation
due for the term of this contract. This contract will be enforceable but the duties and responsibilities may change for the executive
subject to mutual agreement between the Executive and the new ownership or the executive may exercise his termination clause and
be entitled to all compensation as stated above. The Executive (or his estate) shall receive all payments provided herein at such
times as he would have received them if there was no Change of Control.


 


For
purposes of this Agreement “Change of Control” means the occurrence of any of the following events:


 


(a)
Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange
Act”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing 50% or more of the total voting power of the Corporation’s then outstanding
voting securities or 50% or more of the fair market value of the Corporation;


 


Or


 


(c)
The Corporation has sold all or substantially all of its assets to another person or entity that is not a majority-owned subsidiary
of the Corporation.


 




    	6



    	 



    

  


Notwithstanding
the preceding, the above-listed events must satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(5) in order to
be deemed a Change of Control.


 


11.
Sarbanes-Oxley Act of 2002.


 


(a)
In the event the Executive or the Corporation is the subject of an investigation (whether criminal, civil, or administrative)
involving possible violations of the United States federal securities laws by the Executive, the Compensation Committee or the
Board may, in its sole discretion, direct the Corporation to withhold any and all payments to the Executive (whether compensation
or otherwise) which would have otherwise been made pursuant to this Agreement or otherwise would have been paid or payable by
the Corporation, which the Compensation Committee or the Board believes, in its sole discretion, may or could be considered an
“extraordinary payment” and therefore at risk and potentially subject to, the provisions of Section 1103 of the Sarbanes-Oxley
Act of 2002 (“SOX”) (including, but not limited to, any severance payments made to the Executive upon termination
of employment). The withholding of any payment shall be until such time as the investigation is concluded, without charges having
been brought or until the successful conclusion of any legal proceedings brought in connection with such amounts as directed by
the Compensation Committee or the Board to be withheld with or without the accruing of interest (and if with interest the rate
thereof). Except by an admission of wrongdoing or the final adjudication by a court or administrative agency finding the Executive
liable for or guilty of violating any of the federal securities laws, rules or regulations, the Compensation Committee or the
Board shall pay to the Executive such compensation or other payments. Notwithstanding the exclusion caused by the first clause
of the prior sentence, the Executive shall receive such payments if provided for by a court or other administrative order.


 


(b)
In the event that the Corporation restates any financial statements which have been contained in reports or registration statements
filed with the SEC, and the restatement of the prior financial statements is as the result of material noncompliance with any
financial reporting requirement under the securities laws, the Executive hereby acknowledges that the Corporation shall recover
from the Executive (i) incentive based compensation (including stock options) awarded during the three year period preceding the
date on which the Corporation is required to prepare the restatement (ii) in excess of what would have been paid the Executive
under the restatement. Any rules passed by the Securities and Exchange Commission under Section 10D of the Securities Exchange
Act of 1934 (added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) shall be incorporated in this
Agreement to the extent applicable. The Executive agrees to reimburse the Corporation for any bonuses received and/or profits
realized from the sale of the Corporation’s securities (including the cash received from exercise of any options (or other
awards of stock rights) during the 12-month period following the first public issuance or filing with the SEC of the report or
registration statement (whichever comes first) containing the financial information required to be restated. Provided,
however, this Section shall not impose any liability on the Executive beyond any liability that is imposed under Section
304 of SOX.


 




    	7



    	 



    

  


(c)
Notwithstanding the last sentence of Section 10(b), if the Corporation’s common stock is listed on a national securities
exchange and such exchange adopts rules requiring clawbacks beyond what Section 304 of SOX requires, such rules shall be incorporated
in this Agreement to the extent applicable and the Executive shall comply with such rules, including but not limited to executing
any amendment to this Agreement.


 


12.
Section 409A.


 


(a)
Notwithstanding anything to the contrary contained in this Agreement, if at the time of the Executive’s separation from
service within the meaning of Section 409A of the Code, the Corporation determines that the Executive is a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes
entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation
subject to the 20% additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i)
of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i)
six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six
Month Delay Rule”).


 


(b)
For purposes of this Section 12, amounts payable under the Agreement should not be considered a deferral of compensation subject
to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (i.e., short-term deferrals), Treasury Regulation
Section 1.409A-1(b)(9) (i.e., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions
of Treasury Regulations Sections 1.409A-1 through A-6.


 


(c)
To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall
include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application
of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule.


 


(d)
To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance
and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following
his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays
to the Corporation, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage.
The Corporation shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days
following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly
Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive
not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.


 




    	8



    	 



    

  


(e)
The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any
provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such
a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended,
as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.


 


(f)
The Corporation makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions
of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an
exemption from, or the conditions of, such Section.


 


[Signature
Page to Follow]


 




    	9



    	 



    

  


Signature
Page


 


Employment
Agreement First Independence Corp.- Ira Shapiro


 


Both
parties agree to all the terms in this contract and acknowledge by signing below:


 


Accepted:


 


	First
    Independence Corp. 	 	Employee
	 	 	 
	Sharon
    S. Franey, Director & COO 	 	Ira
    E. Shapiro
	 	 	 
	/s/
    Sharon Franey 	 	/s/
    Ira Shapiro 
	Signature
    	 	Signature
	 	 	 
	5/8/2013	 	5/8/2013
	Date
    	 	Date


 




    	10



    	 



    

  


EXHIBIT
A


 


FIRST
INDEPENDENCE CORP.


NON-DISCLOSURE,
NON-COMPETITION AND NON-SOLICITATION AGREEMENT


 


In
consideration of employment of the Employee by the Company and payment to the Employee of salary or wages, this Agreement is made
between FIRST INDEPENDENCE CORP., a Florida corporation (the “Company”), and Ira Shapiro (the “Employee”).
For purposes of the Agreement, the term “Company” shall include the subsidiary of the Company, The CODESMART
GROUP, Inc., a Nevada corporation and its affiliates, now or hereafter existing.


 


WHEREAS,
to induce the Company to hire the Employee as an employee of the Company, the Employee agrees to the covenants of non-disclosure,
non-competition, and non-solicitation, as more particularly described herein.


 


NOW,
THEREFORE, in consideration of the hiring by the Company of the Employee as an employee of the Company, the Employee hereby agrees
as follows:


 


1.
Confidential Information. The Employee acknowledges that, in order for him to perform his or her duties properly, the Company
must necessarily entrust the Employee with certain trade secrets and confidential business information (the “Confidential
Information”). The Confidential Information includes, but is not limited to: source code, object code, operational and functional
features and limitations of the Company’s software; the Company’s research and development plans and activities; the Company’s
manufacturing and production plans and activities; the prices, terms and conditions of the Company’s contracts with its customers;
the identities, needs and requirements of the Company’s customers; the Company’s pricing policies and price lists; the Company’s
business plans and strategies; the Company’s marketing plans and strategies; personnel information; and financial information
regarding the Company. The Employee further acknowledges that the development or acquisition of such Confidential Information
is the result of great effort and expense by the Company, that the Confidential Information is critical to the survival and success
of the Company, and that the unauthorized disclosure or use of the Confidential Information would cause the Company irreparable
harm.


 


2. Non-disclosure of Confidential Information. The Employee agrees that, during the term of his or her employment with
the Company and thereafter, he or she will not disclose the Confidential Information or use it in any way, except on behalf
of the Company, whether or not such Confidential Information is produced by the Employee’s own efforts. The Employee further
agrees, upon termination of his or her employment, promptly to deliver to the Company all Confidential Information, whether
or not such Confidential Information was produced by the Employee’s own efforts, and to refrain from making, retaining or
distributing copies thereof.


 


3.
Inventions and Discoveries. Any invention, discovery, development, improvement, procedure, writing, work or trade secret
(collectively referred to herein as “Inventions”) that relates to any phase of the business of the Company, or results
from any work performed on the premises of the Company or by use of the facilities, equipment or services of other employees of
the Company, whether patentable, copyrightable or not, and that is made or discovered by the Employee individually or jointly
with any other person or persons during the term of the Employee’s employment with the Company (including any period of time prior
to the date of this Agreement), shall forthwith be disclosed to the Company and shall be the sole property of the Company. Any
such Invention shall be considered a work made for hire. The Employee hereby assigns to the Company all of his or her right, title
and interest to any such Invention. The Employee further agrees to maintain adequate, current written records of any Invention
within the scope of the foregoing provisions in the form of notes, sketches, drawings, memoranda or other written evidence, which
records shall be and remain the sole property of the Company.


 




    	11



    	 



    

  


4.
Patents, Trademarks and Copyrights. The Employee agrees that, during the term of his or her employment with the Company
and thereafter, he or she will, whenever requested to do so by the Company and at the expense of the Company, apply or join with
the Company in applying for patents, trademarks, copyrights, letters patent and other means for the protection of proprietary
information, both foreign and domestic, with respect to any Invention described in paragraph 4. The Employee shall execute and
deliver to the Company any and all other documents and instruments that, in the opinion of the Company and its counsel, are appropriate
in order to obtain said patents, trademarks, copyrights, letters patent and other means of protecting proprietary information.
The Employee shall further execute and deliver all such other instruments and take all other actions that in the opinion of the
Company and its counsel shall be appropriate to vest in the Company (or in such person as the Company may specify) all right,
title and interest in said patents, trademarks, copyrights, letters patent and other means of protecting proprietary information,
and shall cooperate and assist in any litigation commenced by the Company against third parties with respect to the same.


 


5.
Power of Attorney. In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any letters
patent, copyright or other analogous protection relating to an Invention, whether because of Employee’s physical or mental incapacity
or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers
and agents as his or her agent and attorney-in-fact, to act for and in his or her behalf and stead to execute and file any such
application or applications and to do all other lawfully permitted acts to further the prosecution thereon with the same legal
force and effect as if executed by Employee.


 


6.
Employee Developments. Employee represents that all inventions, discoveries, developments, improvements, procedures, writings,
works, trade secrets or other intellectual property rights to which Employee claims ownership as of the date of this Agreement
(the “Employee Developments”), and which the parties agree are excluded from this Agreement, are listed in Exhibit A
attached hereto. If no such Employee Developments are listed in Exhibit A, Employee represents that there are no such Employee
Developments at the time of signing this Agreement.


 


7.
Restrictions on Competition. The Employee agrees that, during the term of his or her employment with the Company and for
a period of one year after termination for any reason of Employee’s employment, he or she will not, directly or indirectly, render
services to, work for or on behalf of, have an interest in, make any loan to, or assist in any manner any business that is competitive
with that in which the Company was engaged or planned to engage on the date of the Employee’s termination from the Company.


 




    	12



    	 



    

  


8.
Return of Company Property. The Employee agrees, upon termination of his or her employment, promptly to deliver to the
Company all files, keys, building passes, credit cards, books, documents, computer disks or tapes, and other property prepared
by or on behalf of the Company or purchased with Company funds, and to refrain from making, retaining or distributing copies thereof.


 


9.
Compliance with Other Agreements. The Employee represents and warrants to the Company that the execution of this Agreement
by him, his or her performance of his or her obligations hereunder, and his or her employment by the Company will not, with or
without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute default
under, any agreement to which the Employee is a party or by which the Employee is or may be bound.


 


10.
Waivers. The waiver by the Company or the Employee of any action, right or condition in this Agreement, or of any breach
of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event. Further, any subsequent
change or changes in Employee’s duties, salary, compensation, or employment status will not affect the validity or enforceability
of this Agreement.


 


11.
Survival; Binding Effect. This Agreement shall survive the termination of the Employment Agreement regardless of the manner
of such termination, and shall be binding upon the Employee and his or her heirs, executors and administrators.


 


12.
Assignability by Company. This Agreement is assignable by the Company and inures to the benefit of the Company, its subsidiaries,
affiliated corporations, successors and assignees. This Agreement, being personal, is not assignable by the Employee.


 


13.
Headings; Gender References. The section headings in this Agreement are for reference purposes only and shall not be deemed
to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. Wherever used herein, the masculine
pronoun shall, as appropriate, be construed to include the feminine.


 


14.
Severability. The covenants of this Agreement are intended to be separable, and the expressions used therein are intended
to refer to divisible entities. Accordingly, the invalidity of all or any part of any paragraph of this Agreement shall not render
invalid the remainder of this Agreement or of such paragraph. If, in any judicial proceeding, any provision of this Agreement
is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad
as to be enforceable.


 


15.
Governing Law. This Agreement shall be deemed to have been made in New York and shall be governed by and construed in accordance
with the substantive law of New York, excluding, however, such laws as pertain to conflicts of law.


 




    	13



    	 



    

  


16.
Consent to Jurisdiction. Employee hereby consents and submits to the jurisdiction of the state and federal courts in the
state of New York.


 


17.
Entire Agreement; Amendments. This Agreement constitutes the entire understanding of the parties with respect to its subject
matter, supersedes any prior communication or understanding with respect thereto, and no modification or waiver of any provision
hereof shall be valid unless made in writing and signed by the parties.


 


18.
Understanding of Agreement. THE EMPLOYEE STATES THAT HE OR SHE HAS HAD A REASONABLE PERIOD SUFFICIENT TO STUDY, UNDERSTAND
AND CONSIDER THIS AGREEMENT, THAT HE OR SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL OF HIS OR HER CHOICE, THAT HE OR SHE
HAS READ THIS AGREEMENT AND UNDERSTANDS ALL OF ITS TERMS, THAT HE OR SHE IS ENTERING INTO AND SIGNING THIS AGREEMENT KNOWINGLY
AND VOLUNTARILY, AND THAT IN DOING SO HE OR SHE IS NOT RELYING UPON ANY STATEMENTS OR REPRESENTATIONS BY THE COMPANY OR ITS AGENTS.


 




    	14



    	 



    

  


IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the 8th day of May, 2013.


  


Accepted:


 


	FIRST
    INDEPENDENCE CORP. 	 	Employee
	 	 	 
	Sharon
    S. Franey, Director & COO 	 	Ira
E. Shapiro
	 	 	 
	/s/
    Sharon Franey 	 	/s/
    Ira Shapiro 
	Signature
    	 	Signature
	 	 	 
	5/8/2013	 	5/8/2013
	Date
    	 	Date


 




    	15