Exhibit 10.1






 


Exhibit
10.1


 


SHARE
EXCHANGE AGREEMENT


 


This
SHARE EXCHANGE AGREEMENT, dated as of May 3, 2013 (the “Agreement”) by and among FIRST INDEPENDENCE CORP.,
a Florida corporation (“FICF”), THE CODESMART GROUP, INC., a corporation incorporated under the laws of Nevada
(“CodeSmart”), and those shareholders of CodeSmart named on the signature pages attached hereto (“CodeSmart
Shareholders”).


 


WHEREAS,
the authorized capital of FICF consists of 500,000,000 shares of common stock, par value $.0001 per share (the “FICF Common
Stock”), with 12,000,000 shares issued and outstanding;


 


WHEREAS,
the CodeSmart Shareholders collectively own 68.06% of the total outstanding shares of common stock, par value $.0001 of CodeSmart
(“CodeSmart Common Stock”);


 


WHEREAS,
the CodeSmart Shareholders believe it is in its best interest to exchange with FICF all of the equity interests of CodeSmart which
CodeSmart Shareholders hold for the number of the Common Stock as provided in Section 1.1 herein;


 


WHEREAS,
FICF intends to effectuate an 8-for-1 forward split of the FICF Common Stock (the “Forward Split”) immediately after
the consummation of this Agreement; and


 


WHEREAS,
it the intention of the parties that: (i) said exchange of shares shall qualify as a tax-free reorganization under Section 368(a)(1)(B)
of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) said exchange shall qualify as a transaction
in securities exempt from registration or qualification under the Securities Act of 1933, as amended and in effect on the date
of this Agreement (the “1933 Act”).


 


NOW,
THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein, the parties hereto hereby agree
as follows:


 


ARTICLE
I


 


EXCHANGE
OF CODESMART SECURITIES FOR COMMON STOCK


 





Section
1.1    Agreement of CodeSmart Shareholders and FICF to Exchange Common Stock for all equity interests
of CodeSmart.    On the Closing Date (as hereinafter defined) and upon the terms and subject to the conditions
set forth in this Agreement, CodeSmart Shareholders shall sell, assign, transfer, convey and deliver all of the CodeSmart Common
Stock to FICF, and FICF shall accept all of the outstanding CodeSmart Common Stock from CodeSmart Shareholders in exchange for
the issuance to the CodeSmart Shareholders a total of 3,062,500 shares of Common Stock.


 


Section
1.2    Closing.    The closing of the exchange to be made pursuant to this
Agreement (the “Closing”) shall take place at 10:00 a.m. E.S.T. on the second business day after the conditions to
closing set forth in Articles V and VI have been satisfied or waived, or at such other time and date as the parties hereto shall
agree in writing (the “Closing Date”), at the offices of Ofsink, LLC, 900 Third Avenue, 5th Floor, New
York, New York 10022. At the Closing, CodeSmart Shareholders shall cause FICF to be registered as the shareholder of a total of
3,062,500 shares of the CodeSmart Common Stock representing 68.06% of outstanding shares of CodeSmart Common Stock on the book of
CodeSmart. In full consideration and exchange for all equity interests of CodeSmart, FICF shall issue and exchange to CodeSmart
Shareholders 3,062,500 shares of the Common Stock as set forth on Exhibit A.


 




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Section
1.3    Tax Treatment.    The exchange described herein is intended to comply
with Section 368(a)(1)(B) of the Code, and all applicable regulations thereunder. In order to ensure compliance with said provisions,
the parties agree to take whatever steps may be necessary, including, but not limited to, the amendment of this Agreement.


 


ARTICLE
II


 


REPRESENTATIONS
AND WARRANTIES OF U.S. CO 


 


FICF
hereby represents, warrants and agrees as follows:


 


Section
2.1    Corporate Organization.    FICF is a corporation duly organized, validly
existing and in good standing under the laws of Florida, and has all requisite corporate power and authority to own its properties
and assets and to conduct its business as now conducted and is duly qualified to do business in good standing in each jurisdiction
in which the nature of the business conducted by FICF or the ownership or leasing of its properties makes such qualification and
being in good standing necessary, except where the failure to be so qualified and in good standing will not have a material adverse
effect on the business, operations, properties, assets, condition or results of operation of FICF (a “U.S. Material Adverse
Effect”);


 


Section
2.2    Capitalization of FICF.    The authorized capital stock of FICF consists
of 500,000,000 shares of Common Stock and 100,000,000 shares of preferred stock, par value $.0001 per share (“Preferred
Stock”). Of such authorized capital, 12,000,000 shares of Common Stock and no Preferred Stock are issued and outstanding
as of the date hereof. All of the Common Stock to be issued pursuant to this Agreement have been duly authorized and will be validly
issued, fully paid and non-assessable and no personal liability will attach to the ownership thereof. As of the date of this Agreement
there are and as of the Closing Date, there will be, no outstanding options, warrants, agreements, commitments, conversion rights,
preemptive rights or other rights to subscribe for, purchase or otherwise acquire any shares of capital stock or any un-issued
or treasury shares of capital stock of FICF, except for the Common Stock to be issued pursuant to this Agreement.


 


Section
2.3    Subsidiaries and Equity Investments.    FICF does not own any subsidiaries
or equity interest in corporations, partnerships or joint ventures except as set forth on Schedule 2.3.


 


Section
2.4    Authorization and Validity of Agreements.    FICF has all corporate
power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by FICF and the consummation by FICF of the transactions contemplated
hereby have been duly authorized by all necessary corporate action of FICF, and no other corporate proceedings on the part of
FICF are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.


 




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Section
2.5    No Conflict or Violation.    The execution, delivery and performance
of this Agreement by FICF does not and will not violate or conflict with any provision of its Articles of Incorporation or By-laws,
and does not and will not violate any provision of law, or any order, judgment or decree of any court or other governmental or
regulatory authority, nor violate or result in a breach of or constitute (with due notice or lapse of time or both) a default
under, or give to any other entity any right of termination, amendment, acceleration or cancellation of, any contract, lease,
loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which FICF is a party or by
which it is bound or to which any of their respective properties or assets is subject, nor will it result in the creation or imposition
of any lien, charge or encumbrance of any kind whatsoever upon any of the properties or assets of FICF, nor will it result in
the cancellation, modification, revocation or suspension of any of the licenses, franchises, permits to which FICF is bound.


 


Section
2.6    Consents and Approvals.    No consent, waiver, authorization or approval
of any governmental or regulatory authority, domestic or foreign, or of any other person, firm or corporation, is required in
connection with the execution and delivery of this Agreement by FICF or performance by FICF of its obligations hereunder.


 


Section
2.7    Absence of Certain Changes or Events.    Since its inception:


 


(a)
FICF is not currently engaged in any business and have not engaged in any operations and have been dormant. As of the date of
this Agreement, there is no, and as of the Closing Date there shall not be any, event, condition, circumstance or prospective
development which threatens or may threaten to have a material adverse effect on the assets, properties, operations, prospects,
net income or financial condition of FICF; and


 


(b)
there has not been, and as of the Closing Date there shall not be, any declaration, setting aside or payment of dividends or distributions
with respect to shares of capital stock of FICF or any redemption, purchase or other acquisition of any capital stock of FICF
or any other of FICF’s securities.


 


Section
2.8    Survival.    Each of the representations and warranties set forth in
this Article II shall be deemed represented and made by FICF at the Closing as if made at such time and shall survive the Closing
for a period terminating on the first anniversary of the date of this Agreement.


 




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ARTICLE
III


 


REPRESENTATIONS
AND WARRANTIES OF CODESMART


 


CodeSmart
represents, warrants and agrees as follows:


 


Section
3.1    Corporate Organization.


 


(a)      CodeSmart
is duly organized, validly existing and in good standing under the laws of British Virgin Islands and has all requisite corporate
power and authority to own its properties and assets and to conduct its business as now conducted and is duly qualified to do
business in good standing in each jurisdiction in where the nature of the business conducted by CodeSmart or the ownership or
leasing of its properties makes such qualification and being in good standing necessary, except where the failure to be so qualified
and in good standing will not have a material adverse effect on the business, operations, properties, assets, condition or results
of operation of CodeSmart (a “ CodeSmart Material Adverse Effect”).


 


(b)       Copies
of the Articles of Incorporation of CodeSmart, with all amendments thereto to the date hereof, have been furnished to FICF, and
such copies are accurate and complete as of the date hereof. CodeSmart does not own or maintain any minute books that contain
the minutes of all meetings of the Board of Directors and the shareholder of CodeSmart as of the date of this Agreement.


 


Section
3.2    Capitalization of CodeSmart; Title to the CodeSmart Equity
Interests.    On the Closing Date, immediately before the transactions to be consummated pursuant to
this Agreement, CodeSmart has a total of 36,000,000 shares of CodeSmart Common Stock issued and outstanding. CodeSmart
Shareholders shall collectively own 24,500,000 shares of CodeSmart Common Stock, representing a total of 68.06% of the
equity interests of CodeSmart.


 


Section
3.3    Disclosure.    This Agreement, the schedules hereto and any certificate
attached hereto or delivered in accordance with the terms hereby by or on behalf of CodeSmart in connection with the transactions
contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit any material
fact necessary in order to make the statements contained herein and/or therein not misleading.


 


Section
3.4    Survival.    Each of the representations and warranties set forth in
this Article III shall be deemed represented and made by CodeSmart at the Closing as if made at such time and shall survive the
Closing for a period terminating on the first anniversary of the date of this Agreement.


 




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ARTICLE
IV


 


REPRESENTATIONS
AND WARRANTIES OF CODESMART SHAREHOLDERS


 


Each
of the CodeSmart Shareholders represents, warrants and agrees as follows:


 


Section
4.1    Authorization and Validity of Agreements.    Each CodeSmart Shareholders
has all entity power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby and the execution and delivery of this Agreement by such CodeSmart Shareholder and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary action and no other proceedings on the part
of the CodeSmart Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.
No approvals by the shareholders of CodeSmart are required for CodeSmart Shareholders to consummate the transactions contemplated
hereby.


 


Section
4.2    No Conflict or Violation.    The execution, delivery and performance
of this Agreement by CodeSmart Shareholders does not and will not violate or conflict with any provision of the constituent documents
of the CodeSmart Shareholders, and does not and will not violate any provision of law, or any order, judgment or decree of any
court or other governmental or regulatory authority.


 


Section
4.3    Investment Representations.    (a) All of the Common Stock to be acquired
by CodeSmart Shareholders pursuant to this Agreement will be acquired hereunder solely for the account of CodeSmart Shareholders,
for investment, and not with a view to the resale or distribution thereof. Each of the CodeSmart Shareholders understands and
is able to bear any economic risks associated with CodeSmart Shareholders’ investment in the Common Stock. The CodeSmart
Shareholders has had full access to all the information. The CodeSmart Shareholders considers necessary or appropriate to make
an informed investment decision with respect to the Common Stock to be acquired under this Agreement.


 


Section
4.4    CodeSmart Shareholders Status.


 


(i)
Such CodeSmart Shareholder is an “accredited” investor as such term is defined in Rule 501(a) of Regulation D promulgated
by the Commission under the Securities Act, is experienced in investments and business matters, has made investments of a speculative
nature and has purchased securities of United States companies in private placements in the past and, with its representatives,
has such knowledge and experience in financial, tax and other business matters as to enable CodeSmart Shareholder to utilize the
information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with
respect to the proposed purchase, which represents a speculative investment. CodeSmart Shareholder is able to bear the risk of
such investment for an indefinite period and to afford a complete loss thereof. CodeSmart Shareholder is not required to be registered
as a broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. CodeSmart Shareholder understands that
the Company is relying on its representations and agreements for the purpose of determining whether this transaction meets the
requirements of the exemptions afforded by the Securities Act and certain state securities laws;


 


OR


 




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(ii)
Such CodeSmart Shareholder is a natural person (or an entity which equity is wholly-owned by one natural person) that is or will
be an employee, a director, an officer, a general partner, a consultant, an advisor of FICF or a family member of the foregoing,
as such terms defined under Rule 701 of the 1933 Act, under the written compensatory benefit plan as defined under Rule 701 of
the 1933 Act to be established by resolutions of the board of directors of FICF immediately prior to the Closing (the “FICF
Compensatory Plan”).


 


Section
4.5    Reliance on Exemptions.    Each CodeSmart
Shareholder understands that the Common Stock is being offered and issued to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that FICF is relying upon, among other things, the truth and
accuracy of, and CodeSmart Shareholders’ compliance with, the representations, warranties, agreements, acknowledgments and
understandings of CodeSmart Shareholders set forth herein in order to determine the availability of such exemptions and the eligibility
of CodeSmart Shareholders to acquire the Common Stock. Each CodeSmart Shareholder acknowledges and agrees that issuance of FICF
Common Stock hereunder is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act,”)
by virtue of: (i) Section 4(2) of the Act, and Regulation D, Rule 506 promulgated thereunder (“Regulation D”) and,
accordingly, is being made to “accredited” investors as that term is defined in Regulation D; and (ii) Rule 701 of
the Act, where the issuance of FICF hereunder is being made to certain CodeSmart Shareholders that are employees, directors, officers,
general partners, consultants, advisors and their family members under the FICF’s Written Compensatory Plan to be established
by the board of directors of FICF immediately prior to the Closing.


 


Section
4.6    Information.    CodeSmart Shareholders
and their advisors, if any, have been furnished with all materials relating to the offer and sale of the Common Stock which have
been requested by CodeSmart Shareholders. CodeSmart Shareholders and their advisors, if any, have been afforded the opportunity
to ask questions of FICF Neither such inquiries nor any other due diligence investigations conducted by CodeSmart Shareholders
or their advisors, if any, or its representatives shall modify, amend or affect CodeSmart Shareholders’ right to rely on
the representations and warranties contained herein. Each CodeSmart Shareholder understands that its investment in the Common
Stock involves a high degree of risk and is able to afford a complete loss of such investment. Each CodeSmart Shareholder has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision in respect
of its acquisition of the Common Stock.


 


Section
4.7    No Governmental Review.    CodeSmart
Shareholders understand that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Common Stock or the fairness or suitability of the investment in the Common
Stock nor have such authorities passed upon or endorsed the merits of the offering of the Common Stock.


 




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Section
4.8    Transfer or Resale.    CodeSmart Shareholders
understand: (i) none of the Common Stock has been or are being registered under the 1933 Act or any state securities laws, and
may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) CodeSmart Shareholders
shall have delivered to FICF an opinion of counsel, in a form reasonably acceptable to FICF, to the effect that such Common Stock
to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C)
CodeSmart Shareholders provide FICF with assurance reasonably acceptable to FICF that such Common Stock and the Convertible can
be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as amended, (or a successor
rule thereto) (collectively, “Rule 144”); (ii) any sale of the Common Stock made in reliance on Rule 144 may be made
only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Common Stock under
circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of
the SEC thereunder; and (iii) none of FICF or any other person is under any obligation to register the Common Stock under the
1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 


 


Section
4.9    Survival.    Each of the representations and warranties set forth in
this Article IV shall be deemed represented and made by the CodeSmart Shareholders at the Closing as if made at such time and
shall survive the Closing for a period terminating on the second anniversary of the date of this Agreement.


 


ARTICLE
V


 


COVENANTS


 


Section
5.1    Certain Changes and Conduct of Business.


 


(a)      From
and after the date of this Agreement and until the Closing Date, FICF shall not, and the shareholders of FICF shall cause FICF
not to, carry out any business other than maintaining its corporate existence and making any governmental filings necessary and
in a manner consistent with all representations, warranties or covenants of FICF and the shareholders of FICF and shall not and
shall cause FICF to not:


 


		i.	make
                                                                                                                                                                                                                any
                                                                                                                                                                                                                change
                                                                                                                                                                                                                in
                                                                                                                                                                                                                its
                                                                                                                                                                                                                Articles
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Incorporation
                                                                                                                                                                                                                or
                                                                                                                                                                                                                Bylaws;
                                                                                                                                                                                                                issue
                                                                                                                                                                                                                any
                                                                                                                                                                                                                additional
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                capital
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                or
                                                                                                                                                                                                                equity
                                                                                                                                                                                                                securities
                                                                                                                                                                                                                or
                                                                                                                                                                                                                grant
                                                                                                                                                                                                                any
                                                                                                                                                                                                                option,
                                                                                                                                                                                                                warrant
                                                                                                                                                                                                                or
                                                                                                                                                                                                                right
                                                                                                                                                                                                                to
                                                                                                                                                                                                                acquire
                                                                                                                                                                                                                any
                                                                                                                                                                                                                capital
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                or
                                                                                                                                                                                                                equity
                                                                                                                                                                                                                securities
                                                                                                                                                                                                                or
                                                                                                                                                                                                                issue
                                                                                                                                                                                                                any
                                                                                                                                                                                                                security
                                                                                                                                                                                                                convertible
                                                                                                                                                                                                                into
                                                                                                                                                                                                                or
                                                                                                                                                                                                                exchangeable
                                                                                                                                                                                                                for
                                                                                                                                                                                                                its
                                                                                                                                                                                                                capital
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                or
                                                                                                                                                                                                                alter
                                                                                                                                                                                                                in
                                                                                                                                                                                                                any
                                                                                                                                                                                                                material
                                                                                                                                                                                                                term
                                                                                                                                                                                                                of
                                                                                                                                                                                                                any
                                                                                                                                                                                                                of
                                                                                                                                                                                                                its
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                securities
                                                                                                                                                                                                                or
                                                                                                                                                                                                                make
                                                                                                                                                                                                                any
                                                                                                                                                                                                                change
                                                                                                                                                                                                                in
                                                                                                                                                                                                                its
                                                                                                                                                                                                                outstanding
                                                                                                                                                                                                                shares
                                                                                                                                                                                                                of
                                                                                                                                                                                                                capital
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                or
                                                                                                                                                                                                                its
                                                                                                                                                                                                                capitalization,
                                                                                                                                                                                                                whether
                                                                                                                                                                                                                by
                                                                                                                                                                                                                reason
                                                                                                                                                                                                                of
                                                                                                                                                                                                                a
                                                                                                                                                                                                                reclassification,
                                                                                                                                                                                                                recapitalization,
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                split
                                                                                                                                                                                                                or
                                                                                                                                                                                                                combination,
                                                                                                                                                                                                                exchange
                                                                                                                                                                                                                or
                                                                                                                                                                                                                readjustment
                                                                                                                                                                                                                of
                                                                                                                                                                                                                shares,
                                                                                                                                                                                                                stock
                                                                                                                                                                                                                dividend
                                                                                                                                                                                                                or
                                                                                                                                                                                                                otherwise;



 






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		ii.	A	make
                                   any change in its Articles of Incorporation or Bylaws; issue any additional shares of capital
                                   stock or equity securities or grant any option, warrant or right to acquire any capital stock
                                   or equity securities or issue any security convertible into or exchangeable for its capital
                                   stock or alter in any material term of any of its outstanding securities or make any change
                                   in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification,
                                   recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend
                                   or otherwise;





 


		 	B.	issue
                                                                                                                                                                                any
                                                                                                                                                                                securities
                                                                                                                                                                                convertible
                                                                                                                                                                                or
                                                                                                                                                                                exchangeable
                                                                                                                                                                                for
                                                                                                                                                                                debt
                                                                                                                                                                                or
                                                                                                                                                                                equity
                                                                                                                                                                                securities
                                                                                                                                                                                of
                                                                                                                                                                                FICF;



 


		iii.	make
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  sale,
                                                                                                                                                                                                                  assignment,
                                                                                                                                                                                                                  transfer,
                                                                                                                                                                                                                  abandonment
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  other
                                                                                                                                                                                                                  conveyance
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  of
                                                                                                                                                                                                                  its
                                                                                                                                                                                                                  assets
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  part
                                                                                                                                                                                                                  thereof;



 


		iv.	subject
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 its
                                                                                                                                                                                                                 assets,
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 part
                                                                                                                                                                                                                 thereof,
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 lien
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 suffer
                                                                                                                                                                                                                 such
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 be
                                                                                                                                                                                                                 imposed
                                                                                                                                                                                                                 t;



 


		v.	acquire
                                                                                                                                                                                                                any
                                                                                                                                                                                                                assets,
                                                                                                                                                                                                                raw
                                                                                                                                                                                                                materials
                                                                                                                                                                                                                or
                                                                                                                                                                                                                properties,
                                                                                                                                                                                                                or
                                                                                                                                                                                                                enter
                                                                                                                                                                                                                into
                                                                                                                                                                                                                any
                                                                                                                                                                                                                other
                                                                                                                                                                                                                transaction;



 


		vi.	enter
                                                                                                                                                                                                                 into
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 new
                                                                                                                                                                                                                 (or
                                                                                                                                                                                                                 amend
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 existing)
                                                                                                                                                                                                                 employee
                                                                                                                                                                                                                 benefit
                                                                                                                                                                                                                 plan,
                                                                                                                                                                                                                 program
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 arrangement
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 new
                                                                                                                                                                                                                 (or
                                                                                                                                                                                                                 amend
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 existing)
                                                                                                                                                                                                                 employment,
                                                                                                                                                                                                                 severance
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 consulting
                                                                                                                                                                                                                 agreement,
                                                                                                                                                                                                                 grant
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 general
                                                                                                                                                                                                                 increase
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 compensation
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 officers
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 employees
                                                                                                                                                                                                                 (including
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 such
                                                                                                                                                                                                                 increase
                                                                                                                                                                                                                 pursuant
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 bonus,
                                                                                                                                                                                                                 pension,
                                                                                                                                                                                                                 profit-sharing
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 plan
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 commitment)
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 grant
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 increase
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 compensation
                                                                                                                                                                                                                 payable
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 become
                                                                                                                                                                                                                 payable
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 employee;



 


		vii.	make
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  commit
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  make
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  material
                                                                                                                                                                                                                  capital
                                                                                                                                                                                                                  expenditures;



 


		viii.	pay,
                                                                                                                                                                                                                   loan
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   advance
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   amount
                                                                                                                                                                                                                   to,
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   sell,
                                                                                                                                                                                                                   transfer
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   lease
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   properties
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   assets
                                                                                                                                                                                                                   to,
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   enter
                                                                                                                                                                                                                   into
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   agreement
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   arrangement
                                                                                                                                                                                                                   with,
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   its
                                                                                                                                                                                                                   affiliates;



 


		ix.	guarantee
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 indebtedness
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 borrowed
                                                                                                                                                                                                                 money
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 obligation
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 person;



 


		x.	fail
                                                                                                                                                                                                                to
                                                                                                                                                                                                                keep
                                                                                                                                                                                                                in
                                                                                                                                                                                                                full
                                                                                                                                                                                                                force
                                                                                                                                                                                                                and
                                                                                                                                                                                                                effect
                                                                                                                                                                                                                insurance
                                                                                                                                                                                                                comparable
                                                                                                                                                                                                                in
                                                                                                                                                                                                                amount
                                                                                                                                                                                                                and
                                                                                                                                                                                                                scope
                                                                                                                                                                                                                to
                                                                                                                                                                                                                coverage
                                                                                                                                                                                                                maintained
                                                                                                                                                                                                                by
                                                                                                                                                                                                                it
                                                                                                                                                                                                                (or
                                                                                                                                                                                                                on
                                                                                                                                                                                                                behalf
                                                                                                                                                                                                                of
                                                                                                                                                                                                                it)
                                                                                                                                                                                                                on
                                                                                                                                                                                                                the
                                                                                                                                                                                                                date
                                                                                                                                                                                                                hereof;



 


		xi.	take
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 action
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 would
                                                                                                                                                                                                                 cause
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 representations
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 warranties
                                                                                                                                                                                                                 made
                                                                                                                                                                                                                 by
                                                                                                                                                                                                                 it
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 this
                                                                                                                                                                                                                 Agreement
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 remain
                                                                                                                                                                                                                 true
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 correct
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 all
                                                                                                                                                                                                                 material
                                                                                                                                                                                                                 aspect;



 


		xii.	make
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  loan,
                                                                                                                                                                                                                  advance
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  capital
                                                                                                                                                                                                                  contribution
                                                                                                                                                                                                                  to
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  investment
                                                                                                                                                                                                                  in
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  person;



 



    	8



    	 



    


 


		xiii.	make
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   change
                                                                                                                                                                                                                   in
                                                                                                                                                                                                                   any
                                                                                                                                                                                                                   method
                                                                                                                                                                                                                   of
                                                                                                                                                                                                                   accounting
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   accounting
                                                                                                                                                                                                                   principle,
                                                                                                                                                                                                                   method,
                                                                                                                                                                                                                   estimate
                                                                                                                                                                                                                   or
                                                                                                                                                                                                                   practice;



 


		xiv.	settle,
                                                                                                                                                                                                                  release
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  forgive
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  claim
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  litigation
                                                                                                                                                                                                                  or
                                                                                                                                                                                                                  waive
                                                                                                                                                                                                                  any
                                                                                                                                                                                                                  right;



 


		xv.	commit
                                                                                                                                                                                                                 itself
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 do
                                                                                                                                                                                                                 any
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 foregoing.



 


(b)      From
and after the date of this Agreement and until the Closing Date CodeSmart shall:


 


		1.	continue
                                                                                                                                                                                                                to
                                                                                                                                                                                                                maintain,
                                                                                                                                                                                                                in
                                                                                                                                                                                                                all
                                                                                                                                                                                                                material
                                                                                                                                                                                                                respects,
                                                                                                                                                                                                                its
                                                                                                                                                                                                                properties
                                                                                                                                                                                                                in
                                                                                                                                                                                                                accordance
                                                                                                                                                                                                                with
                                                                                                                                                                                                                present
                                                                                                                                                                                                                practices
                                                                                                                                                                                                                in
                                                                                                                                                                                                                a
                                                                                                                                                                                                                condition
                                                                                                                                                                                                                suitable
                                                                                                                                                                                                                for
                                                                                                                                                                                                                its
                                                                                                                                                                                                                current
                                                                                                                                                                                                                use;



 


		2.	conduct
                                                                                                                                                                                                                no
                                                                                                                                                                                                                business
                                                                                                                                                                                                                other
                                                                                                                                                                                                                than
                                                                                                                                                                                                                maintaining
                                                                                                                                                                                                                its
                                                                                                                                                                                                                corporate
                                                                                                                                                                                                                existence
                                                                                                                                                                                                                and
                                                                                                                                                                                                                making
                                                                                                                                                                                                                necessary
                                                                                                                                                                                                                governmental
                                                                                                                                                                                                                filings;
                                                                                                                                                                                                                and



 


		3.	keep
                                                                                                                                                                                                                its
                                                                                                                                                                                                                books
                                                                                                                                                                                                                of
                                                                                                                                                                                                                account,
                                                                                                                                                                                                                records
                                                                                                                                                                                                                and
                                                                                                                                                                                                                files
                                                                                                                                                                                                                in
                                                                                                                                                                                                                the
                                                                                                                                                                                                                ordinary
                                                                                                                                                                                                                course
                                                                                                                                                                                                                and
                                                                                                                                                                                                                in
                                                                                                                                                                                                                accordance
                                                                                                                                                                                                                with
                                                                                                                                                                                                                existing
                                                                                                                                                                                                                practices.



 


Section
5.2    Access to Properties and Records.    CodeSmart shall afford FICF’s
accountants, counsel and authorized representatives, and FICF shall afford to CodeSmart’s accountants, counsel and authorized
representatives full access during normal business hours throughout the period prior to the Closing Date (or the earlier termination
of this Agreement) to all of such parties’ properties, books, contracts, commitments and records and, during such period,
shall furnish promptly to the requesting party all other information concerning the other party’s business, properties and
personnel as the requesting party may reasonably request, provided that no investigation or receipt of information pursuant to
this Section 5.2 shall affect any representation or warranty of or the conditions to the obligations of any party.


 


Section
5.4    Consents and Approvals.    The parties shall:


 


(a)    use
their reasonable commercial efforts to obtain all necessary consents, waivers, authorizations and approvals of all governmental
and regulatory authorities, domestic and foreign, and of all other persons, firms or corporations required in connection with
the execution, delivery and performance by them of this Agreement; and


 


(b)    diligently
assist and cooperate with each party in preparing and filing all documents required to be submitted by a party to any governmental
or regulatory authority, domestic or foreign, in connection with such transactions and in obtaining any governmental consents,
waivers, authorizations or approvals which may be required to be obtained connection in with such transactions.


 




    	9



    	 



    


 


Section
5.5    Public Announcement.    Unless otherwise required by applicable law,
the parties hereto shall consult with each other before issuing any press release or otherwise making any public statements with
respect to this Agreement and shall not issue any such press release or make any such public statement prior to such consultation.


 


Section
5.6    Stock Issuance.    From and after the date of this Agreement until the
Closing Date, neither FICF nor CodeSmart shall issue any additional shares of its capital stock or other securities or equity
interests except for the Common Stock which are to be issued pursuant to this Agreement.


 


ARTICLE
VI


 


CONDITIONS
TO OBLIGATIONS OF CODESMART SHAREHOLDERS


 


The
obligations of CodeSmart Shareholders to consummate the transactions contemplated by this Agreement are subject to the fulfillment,
at or before the Closing Date, of the following conditions, any one or more of which may be waived by CodeSmart Shareholders in
their sole discretion:


 


Section
6.1    Representations and Warranties of FICF.    All representations and warranties
concerning FICF made in this Agreement shall be true and correct on and as of the Closing Date as if again made by FICF as of
such date.


 


Section
6.2    Agreements and Covenants.    FICF shall have performed and complied
in all material respects to all agreements and covenants required by this Agreement to be performed or complied with by it on
or prior to the Closing Date.


 


Section
6.3    Consents and Approvals.    Consents, waivers, authorizations and approvals
of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required in connection
with the execution, delivery and performance of this Agreement shall be in full force and effect on the Closing Date.


 


Section
6.4    No Violation of Orders.    No preliminary or permanent injunction or
other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation,
decree or executive order promulgated or enacted by any government or governmental or regulatory authority, which declares this
Agreement invalid in any respect or prevents the consummation of the transactions contemplated hereby, or which materially and
adversely affects the assets, properties, operations, prospects, net income or financial condition of FICF shall be in effect;
and no action or proceeding before any court or governmental or regulatory authority, domestic or foreign, shall have been instituted
or threatened by any government or governmental or regulatory authority, domestic or foreign, or by any other person, or entity
which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity
or enforceability of this Agreement.


 




    	10



    	 



    


 


Section
6.5    Other Closing Documents.    CodeSmart Shareholders shall have received
such other certificates, instruments and documents in confirmation of the representations and warranties of FICF or in furtherance
of the transactions contemplated by this Agreement as they or their counsel may reasonably request.


 


Section
6.6    Absence of Litigation.    No action, suit or proceeding before any court
or any governmental body or authority, pertaining to the transactions contemplated by this Agreement or to its consummation, shall
have been instituted or threatened.


 


Section
6.7    Disposition of FICF’s Existing Business, Assets and Liabilities.    As
of the Closing Date, except for cash, FICF shall have no assets, including, without limitation, contract rights (other than its
rights and obligations under contracts as set forth in Schedule 6.7), and FICF shall have no liabilities or contingent liabilities.


 


Section
6.8    Forward Split.    As soon as practicable after the Closing, FICF shall
effectuate an 8-for-1 forward split of FICF Common Stock. The number of shares of FICF to be issued to CodeSmart Shareholders
after taken into effect the Forward Split shall be as set forth on Schedule I hereto.


  


ARTICLE
VII


 





CONDITIONS
TO OBLIGATIONS OF U.S. CO 


 


The
obligations of FICF to consummate the transactions contemplated by this Agreement are subject to the fulfillment, at or before
the Closing Date, of the following conditions, any one or more of which may be waived by FICF in its sole discretion:


 


Section
7.1    Representations and Warranties of CodeSmart and CodeSmart Shareholders.    All
representations and warranties made by CodeSmart and CodeSmart Shareholders in this Agreement shall be true and correct on and
as of the Closing Date as if again made by CodeSmart and CodeSmart Shareholders on and as of such date.


 


Section
7.2    Agreements and Covenants.    CodeSmart and CodeSmart Shareholders shall
have performed and complied in all material respects to all agreements and covenants required by this Agreement to be performed
or complied with by it on or prior to the Closing Date.


 


Section
7.3    Consents and Approvals.    All consents, waivers, authorizations and
approvals of any governmental or regulatory authority, domestic or foreign, and of any other person, firm or corporation, required
in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full
force and effect on the Closing Date.


 


Section
7.4    No Violation of Orders.    No preliminary or permanent injunction or
other order issued by any court or other governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation,
decree or executive order promulgated or enacted by any government or governmental or regulatory authority, domestic or foreign,
that declares this Agreement invalid or unenforceable in any respect or which prevents the consummation of the transactions contemplated
hereby, or which materially and adversely affects the assets, properties, operations, prospects, net income or financial condition
of CodeSmart, taken as a whole, shall be in effect; and no action or proceeding before any court or government or regulatory authority,
domestic or foreign, shall have been instituted or threatened by any government or governmental or regulatory authority, domestic
or foreign, or by any other person, or entity which seeks to prevent or delay the consummation of the transactions contemplated
by this Agreement or which challenges the validity or enforceability of this Agreement.


 




    	11



    	 



    


 


Section
7.5.    Other Closing Documents.    CodeSmart shall have received such other
certificates, instruments and documents in confirmation of the representations and warranties of CodeSmart and CodeSmart Shareholders
or in furtherance of the transactions contemplated by this Agreement as FICF or its counsel may reasonably request.


 


Section
7.6    Absence of Litigation.    No action, suit or proceeding before any court
or any governmental body or authority, pertaining to the transactions contemplated by this Agreement or to its consummation, shall
have been instituted or threatened against CodeSmart or CodeSmart Shareholders.


 


ARTICLE
VIII


 


TERMINATION
AND ABANDONMENT


 


SECTION
8.1    Methods of Termination.    This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time before the Closing:


 


(a)        By
the mutual written consent of the parties;


 


(b)        By
FICF upon a material breach of any representation, warranty, covenant or agreement on the part of CodeSmart Shareholders set forth
in this Agreement, or if any representation or warranty of CodeSmart and CodeSmart Shareholders shall become untrue, in either
case such that any of the conditions set forth in Article VII hereof would not be satisfied, and such breach shall, if capable
of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party
setting forth in detail the nature of such breach;


 


(c)        By
CodeSmart Shareholders, upon a material breach of any representation, warranty, covenant or agreement on the part of FICF set
forth in this Agreement, or, if any representation or warranty of FICF and the shareholders of FICF shall become untrue, in either
case such that any of the conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable
of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching
party setting forth in detail the nature of such breach; and


 


(d)        By
any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued
an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts
to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement.


 


Section
8.2    Procedure Upon Termination.    In the event of termination and abandonment
of this Agreement by a party pursuant to Section 8.1, written notice thereof shall forthwith be given by the terminating party
to the other parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further
action. If this Agreement is terminated as provided herein, no party to this Agreement shall have any liability or further obligation
to any other party to this Agreement; provided, however, that no termination of this Agreement pursuant to this Article
VIII shall relieve any party of liability for a breach of any provision of this Agreement occurring before such termination.


 




    	12



    	 



    


 


ARTICLE
IX


 


MISCELLANEOUS
PROVISIONS


 


Section
9.1    Survival of Provisions.    The respective representations, warranties,
covenants and agreements of each of the parties to this Agreement (except covenants and agreements which are expressly required
to be performed and are performed in full on or before the Closing Date) shall survive the Closing Date and the consummation of
the transactions contemplated by this Agreement for a period of one year. In the event of a breach of any of such representations,
warranties or covenants, the party to whom such representations, warranties or covenants have been made shall have all rights
and remedies for such breach available to it under the provisions of this Agreement or otherwise, whether at law or in equity,
regardless of any disclosure to, or investigation made by or on behalf of such party on or before the Closing Date.


 


Section
9.2    Publicity.    No party shall cause the publication of any press release
or other announcement with respect to this Agreement or the transactions contemplated hereby without the consent of the other
parties, unless a press release or announcement is required by law. If any such announcement or other disclosure is required by
law, the disclosing party agrees to give the non-disclosing parties prior notice and an opportunity to comment on the proposed
disclosure.


 


Section
9.3    Successors and Assigns.    This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their respective successors and assigns; provided, however, that no party
shall assign or delegate any of the obligations created under this Agreement without the prior written consent of the other parties.


 


Section
9.4    Fees and Expenses.    Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees, costs or expenses.


 




    	13



    	 



    


 


Section
9.5    Notices.    All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or sent by registered
or certified mail (postage prepaid, return receipt requested) to the parties at the following addresses:


 


If
to FICF to:


 


103
Waters Edge


Congers,
NY 10920


Attn:
Mr. Ira Shapiro


Tel:
646-526-7867


Email:
ishapiro@codesmartgroup.com 


 


with
a copy to:


 


Ofsink,
LLC


900
Third Avenue, 5th Floor


New
York, New York 10022


Attn:
Darren Ofsink, Esq.


Fax:
646-224-9844


  


If
to CodeSmart or CodeSmart Shareholders, to:


 


103
Waters Edge


Congers,
NY 10920


Attn:
Mr. Ira Shapiro


Tel:
646-526-7867


Email:
ishapiro@codesmartgroup.com 


 


or
to such other persons or at such other addresses as shall be furnished by any party by like notice to the others, and such notice
or communication shall be deemed to have been given or made as of the date so delivered or mailed. No change in any of such addresses
shall be effective insofar as notices under this Section 9.5 are concerned unless such changed address is located in the United
States of America and notice of such change shall have been given to such other party hereto as provided in this Section 9.5


 


Section
9.6    Entire Agreement.    This Agreement, together with the exhibits hereto,
represents the entire agreement and understanding of the parties with reference to the transactions set forth herein and no representations
or warranties have been made in connection with this Agreement other than those expressly set forth herein or in the exhibits,
certificates and other documents delivered in accordance herewith. This Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement
and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement and no
words or phrases from any such prior drafts shall be admissible into evidence in any action or suit involving this Agreement.


 




    	14



    	 



    


 


Section
9.7    Severability.    This Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any
other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible so as to be valid and enforceable.


 


Section
9.8    Titles and Headings.    The Article and Section headings contained in
this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or
of any term or provision hereof.


 


Section
9.9    Counterparts.    This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall be considered one and the same agreement.


 


Section
9.10    Convenience of Forum; Consent to Jurisdiction.    The parties to this
Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence,
hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection
with this Agreement, and consent and subject themselves to the jurisdiction of, the courts of the State of New York located in
County of New York, and/or the United States District Court for the Southern District of New York, in respect of any matter arising
under this Agreement. Service of process, notices and demands of such courts may be made upon any party to this Agreement by personal
service at any place where it may be found or giving notice to such party as provided in Section 9.5.


 


Section
9.11    Enforcement of the Agreement.    The parties hereto agree that irreparable
damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which
they are entitled at law or in equity.


 


Section
9.12    Governing Law.    This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof.


 


Section
9.13    Amendments and Waivers.    No
amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties
hereto. 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.


 




    	15



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have executed this Share Exchange Agreement as of the date first above written.


 


 


	 	FIRST
    INDEPENDENCE CORP. 
	 	 
	 	By:	/s/
    Ira Shapiro
	 	Name:	Ira
    Shapiro
	 	Title:	Chief
    Executive Officer


  


	 	THE
    CODESMART GROUP, INC.
	 	 	 
	 	By:	/s/
    Ira Shapiro
	 	Name:	Ira
    Shapiro
	 	Title:	Chief
    Executive Officer


 


[CodeSmart
Shareholders Signature Pages to Follow]


 




    	16



    	 



    

 


	 	CODESMART
    SHAREHOLDERS:
	 	 
	 	/s/
    Ira Shapiro
	 	Ira
    Shapiro
	 	 
	 	/s/
    Sharon Franey
	 	Sharon
    Franey
	 	 
	 	/s/
    Ruth Patterson
	 	Ruth
    Patterson
	 	 
	 	/s/
    Alan Pressman
	 	Alan
    Pressman
	 	 
	 	/s/
    Alan Matzkin
	 	Alan
    Matzkin
	 	 
	 	/s/
    Judith Monestime
	 	Judith
    Monestime


 




    	17



    	 



    


 


	 	/s/
     Peter Okun
	 	 Peter
    Okun
	 	 	 
	 	/s/
    Lisa Rawlins
	 	Lisa
    Rawlins
	 	 	 
	 	/s/
    John Geraghty
	 	John
    Geraghty
	 	 	 
	 	/s/
    Barbara Cohen
	 	Barbara
    Cohen
	 	 	 
	 	Brio
    Financial Group 
	 	 	 
	 	By:	/s/
    David Briones
	 	Name:	David
    Briones
	 	Title:	Managing
    Member
	 	 	 
	 	Lucosky
    Brookman LLP
	 	 	 
	 	By:	/s/
     Joseph Lucosky
	 	Name:	Joseph
    Lucosky
	 	Title:	Partner


 




    	18



    	 



    


 


Exhibit
A


 


List
of CodeSmart Shareholders


 




    	19