Exhibit 10.3



 


Exhibit
10.3


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2013 by and among First Independence
Corp., a Florida corporation, and all predecessors thereof (the “Company”), The CodeSmart Group, Inc., a Nevada
corporation (“CodeSmart”) and the investors identified on the signature pages hereto (each, an “Investor”
and collectively, the “Investors”).


 


RECITALS:


 


WHEREAS,
as of the Closing Date the Company is entering into a Share Exchange Agreement, dated as of the date hereof (the “Exchange
Agreement”) with CodeSmart and the owners of 68.06% of the outstanding capital stock of CodeSmart (“CodeSmart
Shareholders”), pursuant to which the Company will, subject to the terms and conditions thereof, acquire all of the
outstanding capital stock of CodeSmart, in exchange for Common Stock (as defined below) under the Exchange Agreement and immediately
prior to the Closing under this Agreement (the “Exchange”).


 


WHEREAS,
the closing of the Exchange is conditioned, among other things, on the consummation of the financing contemplated by this Agreement
immediately thereafter.


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to exemptions from registration under the Securities
Act (as defined below), the Company desires to issue and sell to each Investor, and each Investor, severally and not jointly,
desires to purchase from the Company, shares of the Company’s Common Stock, as more fully described in this Agreement.


 


WHEREAS,
the aggregate proceeds of the sale of the shares of the Company’s Common Stock shall be held in escrow, pending closing
of the purchase and sale of the shares of the Company’s Common Stock, pursuant to the terms of an escrow agreement, substantially
in the form of Exhibit A to this Agreement, among the Company, the representatives of the Investors and the Escrow Agent
(as defined below) (the “Escrow Agreement”).


 


NOW
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:


 


ARTICLE
1.


 DEFINITIONS


 


1.1.        Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have
the meanings indicated in this Section 1.1:


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or
investigation pending or threatened in writing against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency, regulatory or self regulatory authority (federal, state,
county, local or foreign), stock market, stock exchange or trading facility.


 




    	



    	 



    


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Article II.


 


“Closing
Date” means the Trading Day on which all of the conditions set forth in Sections 5.1 and 5.2 hereof are satisfied, or
such other date as the parties may agree.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any securities into which such common
stock may hereafter be reclassified or for which it may be exchanged as a class.


 


“Common
Stock Equivalents” means any securities of the Company or any Subsidiary which entitle the holder thereof to acquire
Common Stock at any time, including without limitation, any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or
other securities that entitle the holder to receive, directly or indirectly, Common Stock.


 


“Company”
has the meaning set forth in the preamble to this Agreement.


 


“Company
Entities” means the Company, CodeSmart and all existing Subsidiaries of any such entities and any other entities which
hereafter become Subsidiaries of any such entities.


 


“Company
Deliverables” has the meaning set forth in Section 2.2(a).


 


“Disclosure
Materials” has the meaning set forth in Section 3.1(h).


 


“Escrow
Agreement” shall mean or relate to a formal escrow agreement to be entered into among the parties as necessary to close
the transaction and otherwise ensure that the Company receives the Investment Amount and the Investors receive the Shares.


 


“Exchange”
has the meaning set forth in the recitals to this Agreement.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 




    	2



    	 



    


 


“Exchange
Agreement” has the meaning set forth in the recitals to this Agreement.


 


“Existing
Company Entities” means the Company, CodeSmart and their respective Subsidiaries. 


 


“GAAP”
means U.S. generally accepted accounting principles.


 


“Intellectual
Property Rights” has the meaning set forth in Section 3.1(j).


 


“Investment
Amount” means, with respect to each Investor, the Investment Amount indicated on such Investor’s signature page
to this Agreement.


 


“Investor
Deliverables” has the meaning set forth in Section 2.2(b).


 


“Investor
Party” has the meaning set forth in Section 4.5.


 


“Lien”
means any lien, charge, encumbrance, security interest, pre-emptive right, right of first refusal, right of participation
or any other restrictions of any kind.


 


“Losses”
means any loss, liability, obligation, claim, contingency, damage, cost or expense, including all judgments, amounts paid
in settlements, court costs and reasonable attorneys’ fees and costs of investigation related thereto.


 


“Material
Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material and adverse effect on the results of operations, assets, properties, prospects, business or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company’s
ability to perform on a timely basis its obligations under any Transaction Document, or the Exchange Agreement.


 


“New
York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“Per
Share Purchase Price” means $0.20.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in Section 4.4 herein and covering the
resale by the Investors of the Shares.


 




    	3



    	 



    


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“SEC
Reports” means reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant
to Section 13(a) or 15(d) thereof.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means the shares of Common Stock being offered and sold to the Investors by the Company hereunder.


 


“Short
Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps
and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or
foreign regulated brokers.


 


“Subsidiary”
of any Person means any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X promulgated
by the Commission under the Exchange Act of such Person. The term “Subsidiaries” shall be deemed to include CodeSmart
and its subsidiaries as if the Exchange shall have been consummated as of the time of the execution of this Agreement, with the
effect that all references to Subsidiaries of the Company in this Agreement shall also refer to CodeSmart and its subsidiaries.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” any of the following markets or exchanges on which the Common Stock is
listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Escrow Agreement and any other documents or agreements executed in connection with
the transactions contemplated hereunder.


 


ARTICLE
2.


 PURCHASE
AND SALE


 


2.1.        Closing.
Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Investor,
and each Investor shall, severally and not jointly, purchase from the Company, the Shares representing such Investor’s Investment
Amount. The Closing shall take place at the offices of Ofsink, LLC, 900 Third Avenue, 5th Floor, New York, NY 10022
on the Closing Date or at such other location or time as the parties may agree.


 




    	4



    	 



    


 


2.2.        Closing
Deliveries. (a) At the Closing, the Company shall deliver or cause to be delivered to each Investor the following (the “Company
Deliverables”):


 


(i)        a
single certificate representing that number of aggregate Shares to be issued and sold at Closing to such Investor, determined
under Section 2.1(a), registered in the name of such Investor; and


 


(ii)        this
Agreement, duly executed by each party thereto.


 


(b)        At
the Closing, each Investor shall deliver or cause to be delivered the following to the Company (collectively, the “Investors
Deliverables”):


 


(i)        this
Agreement, duly executed by each party thereto; and


 


(ii)        the
Investment Amount in United States dollars and in immediately available funds, by wire transfer to an account designated for such
purpose by the Company.


 


2.3        Escrow Arrangements; Form of Payment. Upon execution hereof by the Investors and pending the Closing, the Investment Amount shall
be deposited in a non-interest bearing escrow account with Ofsink, LLC, as escrow agent (the “Escrow Agent”),
pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, on the
Closing Date, (i) the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement the Investment
Amount for the Shares to be issued and sold to the Investor(s) on such Closing Date, and (ii) the Company shall, as soon thereafter
as is practicable, deliver to the Investor(s), the Shares, duly issued by the Company.


 


ARTICLE
3.


 REPRESENTATIONS
AND WARRANTIES


 


3.1.        Representations
and Warranties of the Existing Company Entities. The Company and CodeSmart hereby jointly and severally make the following representations
and warranties to each Investor:


 


(a)        Subsidiaries.
Except as disclosed on Schedule 3.1 (a) none of the Existing Company Entities have any direct or indirect Subsidiaries. Except
as disclosed in Schedule 3.1(a), (i) the Company owns, directly or indirectly, all of the capital stock of each other Existing
Company Entity, and each other Existing Company Entity owns, directly or indirectly, all of the capital stock of its respective
Subsidiaries, in each case free and clear of any and all Liens, and (ii) all the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid, non-assessable and free of any and all Liens. As of the Closing, the
Company shall own 68.06% of the capital stock of CodeSmart free and clear of all Liens. Prior to the Closing, CodeSmart Shareholders
own 68.06% of the capital stock of CodeSmart free and clear of all Liens.


 




    	5



    	 



    


 


(b)        Organization
and Qualification. Each Existing Company Entity is duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority
to own and use its respective properties and assets and to carry on its respective business as currently conducted. No Existing
Company Entity is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each Existing Company Entity is duly qualified to conduct its respective businesses
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.


 


(c)        Authorization;
Enforcement. Each Existing Company Entity which is or is to become party to any Transaction Document and the Exchange Agreement
has the requisite corporate and other power and authority to enter into and to consummate the transactions contemplated by each
such Transaction Document and the Exchange Agreement to which it is a party and otherwise to carry out its obligations thereunder.
The execution and delivery of the Transaction Documents, by each Existing Company Entity to be party thereto and the consummation
by each of them of the transactions contemplated thereby have been duly authorized by all necessary action on the part of such
Existing Company Entity, and no further action is required by any of them in connection with such authorization. Each Transaction
Document and the Exchange Agreement has been (or upon delivery will have been) duly executed by the Company, each other Existing
Company Entity required to execute the same and each Subsidiary (to the extent any of them is a party thereto) and, when delivered
in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, such Existing Company Entity
and such Subsidiary, enforceable against each in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general application. The execution and delivery of
the Exchange Agreement by each party thereto and the consummation by each of them of the transactions contemplated thereby have
been duly authorized by all necessary action on the part of each such party thereto, and no further action is required by any
of them in connection with such authorization. The Exchange Agreement has been (or upon delivery will have been) duly executed
by each party thereto and will constitute the valid and binding obligation of each party thereto enforceable against each party
thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies
or by other equitable principles of general application.


 


(d)        No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, and each other Existing Company
Entity and Subsidiary (to the extent a party thereto) and the consummation by the Company, and such other Existing Company Entities
and Subsidiaries, of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of the
Company’s, such Existing Company Entity’s or any Subsidiary’s certificate or articles of incorporation, bylaws
or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing an Existing
Company Entity or Subsidiary debt or otherwise) or other understanding to which any Existing Company Entity or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including United States federal and state securities laws and regulations), or
by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect.


 




    	6



    	 



    


 


(e)        Filings,
Consents and Approvals. No Existing Company Entity is required to obtain any consent, waiver, authorization, approval or order
of, give any notice to, or make any filing or registration with, any federal, provincial, state, local or other governmental authority
or any other Person in connection with the execution, delivery and performance by the Company and each Subsidiary to the extent
a party thereto of the Transaction Documents, other than (i) filings required by state securities laws, (ii) the filing of a Notice
of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iii) the filings required in accordance
with Section 4.4, (iv) filings, consents and approvals required by the rules and regulations of the applicable Trading Market
and (v) those that have been made or obtained prior to the date of this Agreement.


 


(f)        Issuance
of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents,
will be duly and validly issued, fully paid and non-assessable, free and clear of any and all Liens. The Company has reserved
from its duly authorized capital stock the shares of Common Stock issuable pursuant to this Agreement in order to issue the Shares.


 


(g)        Capitalization.
The number of shares of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved
for issuance under the Company’s various option and incentive plans is specified in Schedule 3.1(g). No securities of any
Existing Company Entity are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.
Except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving
any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights
convertible or exchangeable into shares of Common Stock. The issue and sale of the Shares hereunder will not, immediately or with
the passage of time, obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person
(other than the Investors) and will not result in a right of any holder of Company or Subsidiary securities to adjust the exercise,
conversion, exchange or reset price under such securities.


 


(h)        Since
the date of latest audited financial statements included in the Company’s SEC Reports and except as set forth on Schedule
3.1(h) (collectively, “Disclosure Materials”),there has been no event, occurrence or development that has had
or that could reasonably be expected to result in a Material Adverse Effect. The Company does not have pending before the Commission
any request for confidential treatment of information.


 




    	7



    	 



    


 


(i)        Litigation.
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents, the Exchange Agreement or the Shares or (ii) except as specifically disclosed in the SEC Reports, could, if there were
an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
No Existing Company Entity, nor any director or officer thereof (in his or her capacity as such), is or has been the subject of
any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty, except as specifically disclosed in the SEC Reports. There has not been, and to the knowledge of the Existing Company Entities,
there is not any pending investigation by or before the Commission or any other court, arbitrator, governmental or administrative
agency, regulatory or self regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading
facility involving any Existing Company Entity or any of their respective current or former directors or officers (in his or her
capacity as such). The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(j)        Patents
and Trademarks. Schedule 3.1(j) sets forth all of the patents, patent applications, trademarks, trademark applications, service
marks, trade names, copyrights, licenses and other similar rights that the Existing Company Entities own or have the rights to
use (collectively, the “Intellectual Property Rights”). The Intellectual Property Rights constitute all of
the patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other
similar rights that are necessary for use by the Existing Company Entities in connection with their respective businesses as described
in the SEC Reports. No Existing Company Entity has received a written or oral notice that the Intellectual Property Rights used
by any of them violates or infringes upon the rights of any Person. Except as set forth in Schedule 3.1(p), all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.
To the knowledge of the Existing Company Entities, no former or current employee, no former or current consultant, and no third-party
joint developer of any Existing Company Entity has any Intellectual Property Rights made, developed, conceived, created or written
by the aforesaid employee, consultant or third-party joint developer during the period of his or her retention by, or joint venture
with, such Existing Company Entity which can be asserted against any Existing Company Entity. The Intellectual Property Rights
and the owner thereof or agreement through which they are licensed to any of the Existing Company are set forth on Schedule
3.1(j). The Existing Company Entities will take such action as may be required, including making and maintaining the filings
set forth in Schedule 3.1(j) for CodeSmart or the Company to become the registered owner (in its current name) of all such
Intellectual Property Rights.


 


(k)        Certain
Fees. Except as described in Schedule 3.1(l), no brokerage or finder’s fees or commissions are or will be payable by any
Existing Company Entity to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other
Person with respect to the transactions contemplated by this Agreement. The Investors shall have no obligation with respect to
any fees or with respect to any claims (other than such fees or commissions owed by an Investor pursuant to written agreements
executed by such Investor which fees or commissions shall be the sole responsibility of such Investor) made by or on behalf of
other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated
by this Agreement.


 




    	8



    	 



    


 


(l)        Investment
Company. The Company is not, and is not an Affiliate of, and immediately following the Closing will not have become, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(m)        Disclosure.
Neither any Existing Company Entity nor any Person acting on its behalf has provided any Investor or its respective agents or
counsel with any information that any Existing Company Entity believes constitutes material, non-public information concerning
the Company, the Subsidiaries or their respective businesses, except insofar as the existence and terms of the proposed transactions
contemplated hereunder may constitute such information. Each of the Existing Company Entities understands and confirms that the
Investors will rely on the foregoing representations and covenants in effecting transactions in securities of the Existing Company
Entities. All disclosure provided to the Investors regarding the Existing Company Entities and their respective businesses and
the transactions contemplated hereby, furnished by or on behalf of the Existing Company Entities (including their respective representations
and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading. Each Investor acknowledges and agrees that the Existing Company Entities make no representations
or warranties with respect to their respective businesses or the transactions contemplated hereby other than those specifically
set forth in this Section 3.1 and each of the Investors have relied solely on those representations and review of the SEC Reports
in making its investment decision.


 


3.2.        Representations
and Warranties of the Investors. Each Investor hereby, for itself and for no other Investor, represents and warrants to the Company
as follows:


 


(a)        Organization;
Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions
contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. The execution, delivery
and performance by such Investor of the transactions contemplated by this Agreement has been duly authorized by all necessary
corporate or, if such Investor is not a corporation, such partnership, limited liability company or other applicable like action,
on the part of such Investor. Each of this Agreement and other Transaction Documents has been duly executed by such Investor,
and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation
of such Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors’ rights and remedies or by other equitable principles of general application.


 


(b)        Investment
Intent. Such Investor is acquiring the Shares as principal for its own account for investment purposes only and not with a view
to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to such Investor’s right
at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities
laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by
such Investor to hold the Shares for any period of time. Such Investor is acquiring the Shares hereunder in the ordinary course
of its business. Such Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute
any of the Shares.


 




    	9



    	 



    


 


(c)        Investor
Status. At the time such Investor was offered the Shares, it was, and at the date hereof and the time of sale it is, an “accredited
investor” as defined in Rule 501(a) under the Securities Act. Such Investor is not a registered broker-dealer under Section
15 of the Exchange Act. Each Investor has such sophistication, knowledge and skill to be able to fully evaluate the risks of investing
in the Company.


 


(d)        General
Solicitation. Such Investor is not purchasing the Shares as a result of any advertisement, article, notice or other communication
regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented
at any seminar or any other general solicitation or general advertisement.


 


(e)        Access
to Information. Such Investor acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the
terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information
about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf
of such Investor or its representatives or counsel shall modify, amend or affect such Investor’s right to rely on the truth,
accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the
Transaction Documents.


 


(f)        Certain
Trading Activities. Such Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding
with such Investor, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales
involving the Company’s securities) since the earlier to occur of (1) the time that such Investor was first contacted by
the Company or the placement agent regarding an investment in the Company and (2) the 30th day prior to the date of
this Agreement. Such Investor covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with
it will engage in any transactions in the securities of the Company (including Short Sales) prior to the time that the transactions
contemplated by this Agreement are publicly disclosed.


 


(g)        Independent
Investment Decision. Such Investor has independently evaluated the merits of its decision to purchase the Shares pursuant to the
Transaction Documents, and such Investor confirms that it has not relied on the advice of any other Investor’s business
and/or legal counsel in making such decision. Such Investor has not relied on the business or legal advice of the Company or any
of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made
any representations or warranties to such Investor in connection with the transactions contemplated by the Transaction Documents.


 




    	10



    	 



    


 


The
Company Entities acknowledge and agree that no Investor has made or makes any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in this Section 3.2.


 


ARTICLE
4.


 OTHER
AGREEMENTS OF THE PARTIES


 


4.1.        (a)        Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Shares
other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with
a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Shares under the Securities Act.


 


(b)        Certificates
evidencing the Shares will contain the following legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.


 




    	11



    	 



    


 


The
Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all
of the Shares pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the
terms of such agreement or account, such Investor may transfer pledged or secured Shares to the pledgees or secured parties. Such
a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee,
secured party or pledgors shall be required in connection with the pledge, but such legal opinion may be required in connection
with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge.
At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or
secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation
and filing of any required prospectus supplement under Rule 424(b) under the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of selling stockholders thereunder. Any Shares subject to a pledge or security
interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject
to the restrictions on transfer set forth in Section 4.1(a).


 


4.2.        Furnishing
of Information. As long as any Investor owns the Securities, the Company covenants to timely file (or obtain extensions in respect
thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant
to the Exchange Act. As long as any Investor owns Securities, if the Company is not required to file reports pursuant to such
laws, it will prepare and furnish to the Investors and make publicly available in accordance with Rule 144(c) such information
as is required for the Investors to sell the Securities under Rule 144. The Company further covenants that it will take such further
action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person
to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule
144.


 


4.3.        Integration.
The Company shall not, and shall use its best efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would
be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act
of the sale of the Securities to the Investors, or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market in a manner that would require stockholder approval of the sale of the Securities
to the Investors.


 


4.4.        Piggy-back
Registrations. Investors shall have the following rights with respect to filing Registration Statements with the Commission for
the resale of the Shares:


 


(a)        If
at any time when there is not an effective Registration Statement providing for the resale of all of the Shares, the Company shall
determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities (other than for an underwritten offering or on Form
S-4 or Form S-8, each as promulgated under the 1933 Act, or their then equivalents), the Company shall send to Investors written
notice of such determination. If within thirty (30) days after receipt of such notice, or within such shorter period of time as
may be specified by the Cinoabt in such written notice as may be necessary for the Company to comply with its obligations with
respect to the timing of the filing of such Registration Statement, any such Investor shall so request in writing, (which request
shall specify the Shares intended to be registered), the Company will use commercially reasonable efforts to cause the registration
under the 1933 Act of all Shares which the Company has been so requested to register by the Investors (the “Piggy-Back Registration”).


 




    	12



    	 



    


 


(b)        If,
for any reason, the Commission requires that the number of Shares to be registered for resale pursuant to the Registration Statement
in connection with any Registration Statement, be reduced, such reduction (the “Cut Back Shares”) shall be allocated
pro rata among the holders whose shares have been included in such Registration Statement until the reduction required by the
Commission is effected


 


(c)        All
expenses incurred by the Company in complying with Section 4.4, including, without limitation, all registration and filing fees,
printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and
expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky”
laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.”
The Company will pay all Registration Expenses in connection with any registration statement described under this Section 4.4.


 


4.5.        Indemnification
of Investors. In addition to the indemnity provided in the Registration Rights
Agreement, the Company Entities will jointly and severally, indemnify and hold the Investors and their directors, officers, shareholders,
members, partners, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs, disbursements and expenses, including all judgments, arbitral awards, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”)
that any such Investor Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy of
any representation, warranty, covenant or agreement made by any Company Entities in any Transaction Document. In addition to the
indemnity contained herein, the Company Entities will jointly and severally, reimburse each Investor Party for its reasonable
legal and other expenses (including the cost of any investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred.


 


4.6.        Non-Public
Information. The Company covenants and agrees that neither it, any Company Entity nor any other Person acting on its or their
behalf will provide any Investor or its agents or counsel with any information that the Company believes constitutes material
non-public information, unless prior thereto such Investor shall have executed a written agreement regarding the confidentiality
and use of such information. The Company understands and confirms that each Investor shall be relying on the foregoing representations
in effecting transactions in securities of the Company.


 


4.7.        Listing
of Securities. The Company agrees (i) if the Company applies to have the Common Stock traded on any other Trading Market, it will
include in such application the Securities, and will take such other action as is necessary or desirable to cause the Securities
to be listed on such other Trading Market as promptly as possible, and (ii) the Company will take all action reasonably necessary
to continue the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the
Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.


 




    	13



    	 



    


 


4.8.        Use
of Proceeds. The Company will use the net proceeds from the sale of the Shares hereunder for working capital purposes and not
for the satisfaction of any portion of the Company’s debt (other than payment of trade payables and accrued expenses in
the ordinary course of the Company’s business), or to redeem any Common Stock or Common Stock Equivalents.


 


4.9.        Further
Assurances. The Company will, and will cause all of the Company Entities and their management to, use their best efforts to satisfy
all of the closing conditions under Section 5.1, and will not take any action which could frustrate or delay the satisfaction
of such conditions. In addition, either prior to or following the Closing, each Existing Company Entity signatory hereto will,
and will cause each other Company Entity and its management to, perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party
may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.


 


ARTICLE
5.


CONDITIONS
PRECEDENT TO CLOSING


 


5.1.        Conditions
Precedent to the Obligations of the Investors to Purchase Shares. The obligation
of each Investor to acquire Shares at the Closing is subject to the satisfaction or waiver by such Investor, at or before the
Closing, of each of the following conditions:


 


(a)        Representations
and Warranties. The representations and warranties of the Existing Company Entities contained herein shall be true and correct
in all material respects as of the date when made and as of the Closing as though made on and as of such date;


 


(b)        Performance.
The Existing Company Entities shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by the Transaction Documents and the Exchange Agreement to be performed, satisfied or complied with by
it at or prior to the Closing;


 


(c)        No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents and the Exchange Agreement;


 


(d)        Adverse
Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could
have or result in a Material Adverse Effect or a material adverse change with respect to the Subsidiaries;


 


(e)        Exchange
Agreement and Form 8-K. Concurrently with or immediately prior to the Closing, (i) the Company shall have completed the acquisition
of all of the outstanding capital stock of CodeSmart pursuant to the Exchange Agreement, and (ii) the Company shall have provided
the Investors with the Current Report on Form 8-K to be filed in accordance with the Exchange Agreement, containing the audited
financial statements of CodeSmart and other required disclosure with respect to CodeSmart, provided that, prior to the filing
of such Current Report, the Company shall give the Investors a meaningful opportunity to review and comment on the draft thereof
and incorporate in good faith any comments from the Investors reasonably acceptable to the Company;


 




    	14



    	 



    


 


(f)        Company
Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a); and


 


(g)        Termination.
This Agreement shall not have been terminated as to such Investor in accordance with Section 6.4.


 


5.2.        Conditions
Precedent to the Obligations of the Company to Sell Shares. The obligation of the Company to sell Shares at the Closing is subject
to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:


 


(a)        Representations
and Warranties. The representations and warranties of each Investor contained herein shall be true and correct in all material
respects as of the date when made and as of the Closing Date as though made on and as of such date;


 


(b)        Performance.
Each Investor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by such Investor at or prior to the Closing;


 


(c)        No
Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions
contemplated by the Transaction Documents;


 


(d)        Exchange
Agreement. Concurrently with or immediately prior to the Closing, the Company shall have acquired all of the outstanding capital
stock of CodeSmart pursuant to the Exchange Agreement.


 


(e)        Investors
Deliverables. Each Investor shall have delivered its Investors Deliverables in accordance with Section 2.2(b); and


 


(f)        Termination.
This Agreement shall not have been terminated as to such Investor in accordance with Section 6.4.


 


ARTICLE
6.


 MISCELLANEOUS


 


6.1.        Entire
Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the
parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules.


 




    	15



    	 



    


 


6.2.        Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number
specified in this Section prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on
a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, or (c) upon actual receipt by
the party to whom such notice is required to be given, if sent by any means other than facsimile transmission. The address for
such notices and communications shall be as follows:


 


	If
    to the Company:	 	c/o
    CodeSmart Group, Inc.
	 	 	103
    Waters Edge 
	 	 	Congers,
    NY 10920 
	 	 	Attn:
    Mr. Ira Shapiro
	 	 	 
	With
    a copy to:	 	Ofsink,
    LLC
	 	 	900
    Third Avenue, 5th Floor
	 	 	New
    York, New York 10022
	 	 	Facsimile:
    646-224-9844
	 	 	Attn.:
    Darren L. Ofsink, Esq.
	 	 	 
	If
    to an Investor:	 	To
    the address set forth under such Investor’s name on the signature pages hereof;


 


or
such other address as may be designated in writing hereafter, in the same manner, by such Person.


 


6.3.        Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument signed
by the Company and the Investors holding a majority of the Shares. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such right. No consideration shall be offered or paid to any Investor
to amend or consent to a waiver or modification of any provision of any Transaction Document unless the same consideration is
also offered to all Investors who then hold Shares. The Company shall pay for any fees, including reasonable attorney’s
fees for one counsel representing the Investors, incurred by the Investors in connection with any amendment to a Transaction Document.


 




    	16



    	 



    


 


6.4.        Termination.
This Agreement may be terminated prior to Closing:


 


(a)        by
written agreement of the Investors holding a majority of the Shares to be issued at Closing pursuant to the terms hereof and the
Company; and


 


(b)        by
an Investor (as to itself but no other Investor) upon written notice to the Company, if the Closing shall not have taken place
by 6:30 p.m. Eastern time on the Closing Date; provided, that the right to terminate this Agreement under this Section 6.4(b)
shall not be available to any Person whose failure to comply with its obligations under this Agreement has been the cause of or
resulted in the failure of the Closing to occur on or before such time.


 


In
the event of a termination pursuant to Section 6.4(a) upon delivery of a joint written notice from the Company and the Investors
to the Escrow Agent or in the event of a termination pursuant to Section 6.4(b) upon delivery of written notice by an Investor
to the Escrow Agent, such Investor shall have the right to a return of up to its entire Investment Amount deposited with the Escrow
Agent pursuant to Section 2.3 without interest or deduction. The Company covenants and agrees to cooperate with such Investor
in obtaining the return of its Investment Amount, and shall not communicate any instructions to the contrary to the Escrow Agent.
In the event of a termination pursuant to this Section, the Company shall promptly notify all non-terminating Investors. Upon
a termination in accordance with this Section 6.4, the Company and the terminating Investor(s) shall not have any further obligation
or liability (including as arising from such termination) to the other and no Investor will have any liability to any other Investor
under the Transaction Documents as a result therefrom.


 


6.5.        Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed
as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any of the Transaction Documents.


 


6.6.        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investors.
Any Investor may assign any or all of its rights under this Agreement to any Person to whom such Investor assigns or transfers
any Shares, provided such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions
hereof that apply to the “Investors.” Notwithstanding anything to the contrary herein, for the avoidance of doubt,
each Investor may freely transfer any Shares to any Person (including its Affiliates or any investment fund sponsored or advised
by such Investor) without the consent of any of the Existing Company Entities or any other Investor.


 


6.7.        No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and
permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.5 (as to each Investor Party).


 




    	17



    	 



    


 


6.8.        Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its
respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject
to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence a Proceeding to enforce any provisions of a Transaction Document, then the prevailing party
in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such Proceeding.


 


6.9.        Survival.
The representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.


 


6.10.        Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.


 


6.11.        Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


6.12.        Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Investor exercises a right, election, demand or option under a Transaction Document and the
Company does not timely perform its related obligations within the periods therein provided, then such Investor may rescind or
withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights.


 




    	18



    	 



    


 


6.13.        Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities.
If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation thereof, the Company may
require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


6.14.        Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Investors and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the
foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.


 


6.15.        Payment
Set Aside. To the extent that the Company makes a payment or payments to any Investor pursuant to any Transaction Document or
an Investor enforces or exercises its rights there sunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


6.16.        Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are several
and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance
of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase Shares pursuant
to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in
any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with making its investment
hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares
or enforcing its rights under the Transaction Documents. Each Investor shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and
it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company
acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction
with multiple Investors and not because it was required or requested to do so by any Investor.


 




    	19



    	 



    


 


6.17.        Limitation
of Liability. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that the liability of an Investor
arising directly or indirectly, under any Transaction Document of any and every nature whatsoever shall be satisfied solely out
of the assets of such Investor, and that no trustee, officer, other investment vehicle or any other Affiliate of such Investor
or any investor, shareholder or holder of shares of beneficial interest of such a Investor shall be personally liable for any
liabilities of such Investor.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGES FOLLOW]


 




    	20



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of date first written above.


 


	 	FIRST
    INDEPENDENCE CORP.
	 	 	 
	 	By:	/s/
    Ira Shapiro
	 	Name:	Ira Shapiro
	 	Title:	Chairman of the
    Board,
	 	 	President and
    Chief Executive Officer
	 	 	 
	 	THE
    CODESMART GROUP inc.
	 	 	 
	 	By:	/s/
    Ira Shapiro
	 	Name:	Ira Shapiro
	 	Title:	Chief Executive
    Officer


 




    	21



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as the date set forth above.


 


	 	NAME
    OF INVESTOR
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Investment Amount: $
	 	 	 
	 	Tax
    ID No.:	 
	 	 	 
	 	ADDRESS
    FOR NOTICE
	 	 	 
	 	Attention:	 
	 	 	 
	 	Tel:	 
	 	 	 
	 	Fax:	_____________________________________
	 	 	 
	 	Email:	____________________________________
	 	 	 
	 	DELIVERY INSTRUCTIONS
	 	(if different from above)
	 	 	 
	 	c/o:	 
	 	 	 
	 	Street:	 
	 	 	 
	 	City/State/Zip:	 
	 	 	 
	 	Attention:	 
	 	 	 
	 	Tel:	 


 




    	22



    	 



    


 


EXHIBIT
A


 


Escrow
Agreement


 




    	23



    	 



    


 


ESCROW
AGREEMENT


 


This
Escrow Agreement, dated as of April 25, 2013 (this “Agreement”), is entered into by and among The CodeSmart
Group, Inc. (the “Company”), OmniView Capital LLC (the “Purchasers’ Representative”),
and Ofsink, LLC (the “Escrow Agent”). The Company and the Purchasers’ Representative shall be collectively
referred to as the “Escrowing Parties.” Capitalized terms used, but not defined, herein shall have the respective
meanings ascribed to them in the Securities Purchase Agreement (the “SPA”) entered between the Company and
the purchasers identified on the signature pages to the SPA (each, a “Purchaser” and collectively, the “Purchasers”).


 


WITNESSETH:


 


WHEREAS,
pursuant to the proposed SPA, the Purchasers intend acquire from the Company shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”) (the “Shares”) for the Investment Amount indicated on
such Purchaser’s signature page to the SPA.


 


WHEREAS,
the Purchasers have agreed to appoint OmniView Capital LLC as their representative for the purpose of this Agreement, and the
Purchasers’ Representative and the Company have agreed that the Purchasers will deposit the Investment Amount in escrow
with the Escrow Agent, to be held and disbursed by the Escrow Agent subject to the terms and conditions of this Escrow Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby
agree as follows:


 


1.        Appointment
of Escrow Agent.


 


1.1        The
Escrowing Parties hereby appoints the Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein,
and the Escrow Agent hereby accepts such appointment.


 


1.2        The
Escrow Agent shall establish a non-interest bearing escrow account (the “Escrow Account”).


 


2.        Deposit
with the Escrow Agent.


 


2.1        “Escrow
Funds” shall mean the Investment Amount.


 


2.2        The
Company shall, at the Closing, deliver to the Escrow Agent the Company Deliverables as defined in Section 2.2(a) in the SPA.


 




    	24



    	 



    


 


2.3    The
Purchasers and the Purchasers’ Representative shall, at the Closing, deliver to the Escrow Agent the following:


 


(a)        The
Investment Amount to the Escrow Agent by check or wire transfer. All such checks shall be made payable to “Ofsink, LLC as
Escrow Agent” and shall be delivered to the Escrow Agent at its address set forth on Schedule A hereto. All such
wires shall be sent as follows:


 





	Bank’s Name and Address:	JP Morgan Chase N.A.
	 	919 Third Avenue
	 	New York, NY 10022
	Account #:	988405007
	ABA Routing #:	021000021
	SWIFT:	CHASUS33 (for overseas transfers)




 


and


 


(b)        Such
other documents of the Investors Deliverables as defined in Section 2.2(b) in the SPA (together with the Company Deliverables,
the “Escrow Deposits”).


 


2.4        The
Escrow Funds shall be held as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial
process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms
hereof.


 


3.        Disbursement of Escrow Deposits. The Escrow Agent will disburse the Escrow Deposits as follows:


 


3.1        For
the purpose of the closings of the sale of Shares, upon receipt of the joint written instruction from the Company and the Purchasers’
Representative, in substantially the form of Exhibit A hereto, the Escrow Agent shall promptly (but no later than five
(5) Business Days after receipt of such joint written instruction) release the Escrow Funds and such other documents of the Escrowed
Deposits as directed in such instructions. The Company and the Purchasers’ Representative shall have the obligation to execute
and provide a written instruction substantially in the form of Exhibit A hereto once the closing conditions are satisfied
from the standpoint of the SPA. In the event the Escrow Agent does not receive the disbursement instructions as set forth in Section
3.1 hereof within thirty (30) days after the Closing under the SPA, receives conflicting instructions or instructions which are
not in the form annexed hereto as Exhibit A, the Escrowing Parties hereby authorize the Escrow Agent to return the Escrow Funds
to the Purchasers, and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility with regard
thereto. The Escrowing Parties shall indemnify and hold harmless the Escrow Agent as set forth in Section 4 below, from any and
all expenses, including reasonable attorneys’ fees, as incurred, in connection with any action commenced by any of the Company
with respect to the Escrowed Funds.


 


3.2        In
the event the Escrow Agent: (i) receives no disbursement instructions as set forth in Section 3.1 within thirty (30) days after
the Closing under the SPA, (ii) receives notification from the Company and the Purchasers’ Representative about termination
of the SPA, or (iii) receives conflicting instructions or instructions which are not in the form annexed hereto as Exhibit A,
the Escrowing Parties authorize the Escrow Agent to return the funds to the Purchaser, and thereupon the Escrow Agent shall be
fully relieved and discharged of any further responsibility with regard thereto. The Escrowing Parties shall indemnify and hold
harmless the Escrow Agent as set forth in Section 4 below, from any and all expenses, including reasonable attorneys’ fees,
as incurred, in connection with any action commenced by any of the Escrowing Parties with respect to the Escrowed Funds.


 




    	25



    	 



    


 


4.        Exculpation
and Indemnification of Escrow Agent


 


4.1        The Escrow Agent shall have no duties or responsibilities other than those expressly
set forth herein. The Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery,
or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act.
The Escrow Agent shall be under no liability to the other parties hereto or anyone else, by reason of any failure, on the part
of any party hereto or any maker, guarantor, endorser or other signatory of a document or any other person, to perform such person’s
obligations under any such document. Except for written instructions given to the Escrow Agent by the Escrowing Parties relating
to the Escrow Funds, the Escrow Agent shall not be obligated to recognize any other agreement between or among the Purchaser and
the Company, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.


 


4.2        The
Escrow Agent shall not be liable to anyone for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Escrow Agent), statement, instrument, report, or other paper or document or any written instructions from the Escrowing
Parties (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained), which is believed by the Escrow Agent to be genuine and to be signed or presented by the
proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by written notice
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected,
unless it shall give its prior written consent thereto.


 


4.3        The
Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness
of, any document or property received, held or delivered to it hereunder, or of any signature or endorsement thereon, or for any
lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the Escrowing
Parties or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering
or purporting to execute or deliver any document or property or this Escrow Agreement. The Escrow Agent shall have no responsibility
with respect to the use or application of the Escrow Funds pursuant to the provisions hereof.


 


4.4        The
Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons,
that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred,
without incurring liability to the Escrowing Parties or to anyone else for any action taken or omitted to be taken or omitted,
in good faith and in the exercise of its own best judgment, in reliance upon such assumption.


 




    	26



    	 



    


 


4.5        To
the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived
from the investment of the Escrow Funds, or any payment made hereunder, the Escrow Agent may pay such taxes; and the Escrow Agent
may withhold from any payment of the Escrow Funds such amount as the Escrow Agent estimates to be sufficient to provide for the
payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified and held
harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the
manner provided in Section 4.6 herein.


 


4.6        The
Escrow Agent will be indemnified and held harmless the Escrowing Parties, from and against all expenses, as incurred, including
all counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or proceedings involving
any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this
Escrow Agreement, the services of the Escrow Agent hereunder or the monies or other property held by it hereunder. Promptly after
the receipt of the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow
Agent shall, if a claim in respect thereof is to be made against the Escrowing Parties, notify it thereof in writing, but the
failure by the Escrow Agent to give such notice shall not relieve any such party from any liability which the Escrowing Parties
may have to the Escrow Agent hereunder.


 


4.7        In
the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims
or demands which, in its opinion, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain
from taking any action, other than to keep safe the purchase information and purchase payments received, until the questions regarding
its duties and rights are clarified to its satisfaction or it shall be directed otherwise by a final judgment of a court of competent
jurisdiction.


 


4.8        No
provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability
or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement.


 


4.9        Notwithstanding
any other provision of this Agreement, the Escrow Agent shall not be obligated to perform any obligation hereunder and shall not
incur any liability for the nonperformance or breach of any obligation hereunder to the extent that the Escrow Agent is delayed
in performing, unable to perform or breaches such obligation because of acts of God, war, terrorism, fire, floods, strikes, electrical
outages, equipment or transmission failures, or other causes reasonably beyond its control.


 


4.10        IN
NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR
DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION.


 


4.11        For
purposes hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand
or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the
Escrow Agent, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, whether or
not the Escrow Agent uses outside counsel or its own attorneys, paid or incurred in investigating or defending against any such
claim, demand, action, suit or proceeding.


 




    	27



    	 



    


 


5.        Termination
of Agreement and Resignation of Escrow Agent 


 


5.1        This
Escrow Agreement shall terminate upon disbursement of all of the Escrow Funds, provided that the rights of the Escrow Agent shall
survive the termination hereof.


 


5.2        The
Escrow Agent may resign at any time and be discharged from its duties as Escrow Agent hereunder by giving the Escrowing Parties
at least five (5) Business Days written notice thereof (the “Notice Period”). As soon as practicable after
its resignation, the Escrow Agent shall, if it receives notice from the Escrowing Parties within the Notice Period, turn over
to a successor escrow agent appointed by the Escrowing Parties all Escrow Funds upon presentation of the document appointing the
new escrow agent and its acceptance thereof. If no new agent is so appointed within the Notice Period, the Escrow Agent shall
return the Escrow Funds in equal amounts to the Escrowing Parties without interest or deduction.


 


6.        Form
of Payments by Escrow Agent


 


6.1        Any
payments of the Escrow Funds by the Escrow Agent pursuant to the terms of this Escrow Agreement shall be made by wire transfer
as directed in writing by the Escrowing Parties.


 


6.2        All amounts referred to herein are expressed in United States Dollars and all
payments by the Escrow Agent shall be made in such dollars.


 


7.        Compensation.
Escrow Agent shall be entitled to a fee of $1,500 for the services performed under this Escrow Agreement, payable by the Company
upon the first disbursement of the Escrow Funds.


 


8.        Notices.
Any notice herein required or permitted to be given shall be in writing and shall be delivered personally, by nationally-recognized
overnight courier or by facsimile machine confirmed telecopy to the applicable addresses set forth below (or to such other address
as a party may designate by written notice in accordance with the provisions of this Section 8), and shall be deemed given and
effective on the earliest of (a) the date of transmission if such notice or communication is delivered by fax prior to 5:30 p.m.
(Eastern Time) on a business day, (b) the next business day after the date of transmission if such notice or communication is
delivered via fax on a day that is not a business day or later than 5:30 p.m. (Eastern Time) on a business day, (c) the first
business day after the date of mailing if sent by U.S. nationally recognized overnight courier service for next business day delivery,
or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall
be as set forth in Schedule A hereto.


 




    	28



    	 



    


 


9.        Further
Assurances From time to time on and after the date hereof, the Escrowing Parties shall deliver or cause to be delivered to
the Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as the Escrow Agent
shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry
out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it
is protected in acting hereunder.


 


10.        Consent
to Service of Process The Escrowing Parties and the Escrow Agent hereby irrevocably consent to the jurisdiction of the courts
of the State of New York and of any Federal court located in such state in connection with any action, suit or proceedings arising
out of or relating to this Agreement or any action taken or omitted hereunder, and waives personal service of any summons, complaint
or other process and agrees that the service thereof may be made in the manner set forth in section 8 above.


 


11.        Miscellaneous


 


11.1        This
Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing
such instrument to be drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar
terms, as used in this Agreement, refer to the Agreement in its entirety and not only to the particular portion of this Agreement
where the term is used. The word “person” shall mean any natural person, partnership, corporation, government and
any other form of business of legal entity. All words or terms used in this Agreement, regardless of the number or gender in which
they were used, shall be deemed to include any other number and any other gender as the context may require. This Agreement shall
not be admissible in evidence to construe the provisions of any prior agreement.


 


11.2        This
Agreement and the rights and obligations hereunder of the Escrowing Parties may not be assigned. This Agreement and the rights
and obligations hereunder of the Escrow Agent may be assigned by the Escrow Agent. This Agreement shall be binding upon and inure
to the benefit of each party’s respective successors and permitted assigns. No other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement may not be changed orally or modified, amended or supplemented without an
express written agreement executed by the parties hereto. This Agreement is intended to be for the sole benefit of the parties
hereto and their respective successors and permitted assigns, and none of the provisions of this Agreement are intended to be,
nor shall they be construed to be, for the benefit of any third person.


 


11.3        This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. The representations
and warranties contained in this Agreement shall survive the execution and delivery hereof and any investigations made by any
party. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms
thereof.


 


12.        Execution of Counterparts This Agreement may be executed in a number of
counterparts, by facsimile, each of which shall be deemed to be an original as of those whose signature appears thereon, and all
of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more of the counterparts
hereof, individually or taken together, are signed by all the parties.


 




    	29



    	 



    


 


[Signature
Page Follows]


 




    	30



    	 



    


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement on the day and year first above written.


 


	company
	THE CODESMART GROUP, INC.
	 	 	 
	By:
    	/s/
    Ira Shapiro	 
	Name:	Ira
    Shapiro	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	pURCHASERS’ REPRESENTATIVE
	OmniView Capital llc
	 	 	 
	By:	/s/
    Abraxas Discala	 
	Name:	Abraxas
    Discala	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	ESCROW AGENT
	OFSINK, LLC
	 	 	 
	By:	/s/
    Darren Ofsink	 
	Name:	Darren
    Ofsink	 
	Title:	Member	 


 




    	31



    	 



    


 


SCHEDULE
A


 


To the Company:


 


The
CODESMART GROUP, INC.


Attention:
Ira Shapiro


103 Waters
Edge


Congers,
NY 10920


Phone: 646-526-7867


Email: ishapiro@codesmartgroup.com


 


To the Purchasers’
Representative:


 


OmniView
Capital llc


Attention:
Abraxas Discala


30 E. 21st
St., #7B


New York,
NY 10010


Phone: 203-803-1995


Email: adiscala@omniviewcap.com


 


To the Escrow
Agent:


 


OFSINK,
LLC


Attention:
Darren Ofsink


900 Third
Ave, Fifth Floor


New York,
NY 10022


Phone: 646-627-7326


Email: dofsink@golawintl.com


 




    	32



    	 



    


 


EXHIBIT
A


 


ESCROW
DISBURSEMENT INSTRUCTIONS


 


Pursuant
to that certain Escrow Agreement (the “Escrow Agreement”), dated as of ___________, 2013, by and among The
CodeSmart Group, Inc. (the “Company”), OmniView Capital Advisors (the “Purchasers’ Representative”)
and Ofsink, LLC (the “Escrow Agent”), the undersigned hereby instructs the Escrow Agent to release the Escrow
Funds in the amounts and the manner described below:


 





	Please release to:	______________________________________________________
	Amount:	$_____________________________________________________
	Form of release:	Wire
	Wire Information:	______________________________________________________ 




 


Date: ______________,
2013


 


	COMPANY
	THE CODESMART GROUP, INC.
	 	 	 
	By:	/s/
    Ira Shapiro	 
	Name:	Ira
    Shapiro	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	pURCHASERS’ REPRESENTATIVE
	OmniView Capital LLC
	 	 	 
	By:	/s/
    Abraxas Discala	 
	Name:	Abraxas
    Discala	 
	Title:	Chief
    Executive Officer	 


 




    	33