Exhibit
10.2


 





 



 


Equity
Exchange Agreement


 


By
and Among


 


Credex
Corporation


 


And


 


Southern
Colorado Real Estate Ventures, LLC


 




    	 



     


    

 


TABLE
OF CONTENTS


 


	ARTICLE I.	DEFINITIONS	1
	 	 	 	 
	 	Section 1.01	Definitions.	1
	 	Section 1.02	Interpretive Provisions.	3
	 	 	 	 
	ARTICLE II.	PURCHASE AND SALE; PURCHASE PRICE	3
	 	 	 	 
	 	Section 2.01	Exchange And Satisfaction.	3
	 	Section 2.02	Share Issuance.	3
	 	Section 2.03	Closing.	3
	 	 	 	 
	ARTICLE III.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	4
	 	 	 	 
	 	Section 3.01	Authorization Of Transactions.	4
	 	Section 3.02	Governmental Approvals; Non-Contravention.	4
	 	Section 3.03	Brokers.	4
	 	 	 	 
	ARTICLE IV.	REPRESENTATIONS AND WARRANTIES OF CREDITOR	4
	 	 	 	 
	 	Section 4.01	Authorization Of Transactions.	4
	 	Section 4.02	Governmental Approvals; Non-Contravention.	5
	 	Section 4.03	Investment Representations.	5
	 	Section 4.04	Brokers.	7
	 	 	 	 
	ARTICLE V.	INDEMNIFICATION	7
	 	 	 	 
	 	Section 5.01	General Indemnification.	7
	 	Section 5.02	Procedures For Indemnification.	7
	 	Section 5.03	Payment.	8
	 	Section 5.04	Effect Of Knowledge On Indemnification.	8
	 	 	 	 
	ARTICLE VI.	MISCELLANEOUS	8
	 	 	 	 
	 	Section 6.01	Notices.	8
	 	Section 6.02	Attorneys’ Fees	9
	 	Section 6.03	Amendments; No Waivers; No
    Third-Party Beneficiaries.	9
	 	Section 6.04	Expenses.	9
	 	Section 6.05	Further Assurances.	10
	 	Section 6.06	Successors And Assigns; Benefit.	10
	 	Section 6.07	Governing Law; Etc.	10
	 	Section 6.08	Survival.	11
	 	Section 6.10	Severability.	11
	 	Section 6.11	Entire Agreement.	11
	 	Section 6.12	Specific Performance.	11
	 	Section 6.13	Construction.	11
	 	Section 6.14	Counsel.	11
	 	Section 6.15	Counterparts.	11



 




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Equity
Exchange Agreement 


 


This
Equity Exchange Agreement (this “Agreement”) is entered into as of May 5, 2022 (the “Closing Date”), by and among
Credex Corporation, a Florida corporation (the “Company”) and Southern Colorado Real Estate Ventures, LLC (“Creditor”).
The Company and Creditor may be collectively referred to herein as the “Parties” and individually as a “Party.”


 


WHEREAS,
as of the Closing Date, the Company has acquired from Creditor the real estate property located at 4100 W 11th Street, Pueblo,
Colorado (the “Property”) pursuant to the Contract to Buy and Sell Real Estate by and between the Company and the Creditor,
dated as of March 15, 2022 (the “Purchase Contract”);


 


WHEREAS,
the purchase price for the Property pursuant to the Purchase Contract was $200,000 (the “Debt”), which has not been paid
to the Creditor as of the Closing Date; and


 


WHEREAS,
in satisfaction in full of the Debt, the Creditor is willing to accept the Shares (as defined below) subject to the terms and conditions
herein (the “Exchange”);


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


Article
I. DEFINITIONS


 


Section
1.01 Definitions. In addition to the terms defined elsewhere
in this Agreement, the following terms, as used herein, have the following meanings:


 


	 	(a)	“Affiliate”
    means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common
    Control with, the specified Person.
	 	 	 
	 	(b)	“Business
    Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Florida generally
    are authorized or required by Law or other governmental actions to close.
	 	 	 
	 	(c)	“Common
    Stock” means the common stock, par value $0.001 per share, of the Company.
	 	 	 
	 	(d)	“Contract”
    means any contract, commitment, understanding or agreement (whether oral or written).
	 	 	 
	 	(e)	“Control”
    means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of
    a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction
    of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary
    (or their equivalents) of a Person or a Person that controls such Person.
	 	 	 
	 	(f)	“Governmental
    Entity” means any federal, state, municipal, local or foreign government and any court, tribunal, arbitral body, administrative
    agency, department, subdivision, entity, commission or other governmental, government appointed, quasi-governmental or regulatory
    authority, reporting entity or agency, domestic, foreign or supranational.


 




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	 	(g)	“Law”
    means any applicable foreign, federal, state or local law (including common law), statute, treaty, rule, directive, regulation, ordinances
    and similar provisions having the force or effect of law or an Order of any Governmental Entity.
	 	 	 
	 	(h)	 “Liabilities”
    means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed
    or unfixed, known or unknown, asserted or un asserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute,
    contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost
    or expense.
	 	 	 
	 	(i)	“Lien”
    means, with respect to any property or asset, any lien, security interest, mortgage, pledge, charge, claim, lease, agreement, right
    of first refusal, option, limitation on transfer or use or assignment or licensing, restrictive easement, charge or any other restriction
    of any kind, and any conditional sale or voting agreement or proxy, and including any restriction on the ownership, use, voting,
    transfer, possession, receipt of income or other exercise of any attributes of ownership, in respect of such property or asset, and
    any agreement to give any of the foregoing.
	 	 	 
	 	(j)	“Losses”
    means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements,
    fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.
	 	 	 
	 	(k)	“Order”
    means any judgment, writ, decree, determination, award, compliance agreement, settlement agreement, injunction, ruling, charge, judicial
    or administrative order, determination or other restriction of any Governmental Entity or arbitrator.
	 	 	 
	 	(l)	“Person”
    means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or
    organization, including a government or political subdivision or any agency or instrumentality thereof.
	 	 	 
	 	(m)	“Securities
    Act” means the United States Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.
	 	 	 
	 	(n)	“Transactions”
    means the purchase and sale of the Shares and the other transactions contemplated under the Transaction Documents.
	 	 	 
	 	(o)	“Transaction
    Documents” means this Agreement and any other agreement, document, certificate or writing delivered or to be delivered in connection
    with this Agreement and any other document related to the Transactions related to the forgoing, including, without limitations, those
    delivered at the Closing.


 




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Section
1.02 Interpretive Provisions. Unless the express context
otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import, when
used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined
in the singular shall have a comparable meaning when used in the plural, and vice versa; the terms “Dollars” and “$”
mean United States Dollars, unless otherwise specified herein; references herein to a specific Section, Subsection or Recital shall refer,
respectively, to Sections, Subsections or Recitals of this Agreement; wherever the word “include,” “includes,”
or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;
references herein to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs,
executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section
1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in
a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any contract or agreement (including
this Agreement) mean such contract or agreement as amended, supplemented or modified from time to time in accordance with the terms thereof;
with respect to the determination of any period of time, the word “from” means “from and including” and the words
“to” and “until” each means “to but excluding”; references herein to any Law or any license mean
such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time
to time; and references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.


 


Article
II. PURCHASE AND SALE; PURCHASE PRICE


 


Section
2.01 Exchange and Satisfaction. The Debt will be exchanged
for the Shares and other considerations according to the following terms and conditions and pursuant to the terms of this Agreement:


 


	 	(a)	Subject
    to the terms and conditions of this Agreement and as set forth below, at the Closing (as defined below) the Company shall issue to
    Creditor 24,583 shares of Common Stock (the “Shares”).
	 	 	 
	 	(b)	Effective
    as of the Closing Date, the Creditor hereby acknowledges and agrees that the Debt and any and all amounts remaining owed in connection
    with the Debt are hereby forgiven and the Debt is deemed paid and satisfied in full. Effective as of the Effective Date, Creditor
    hereby irrevocably, unconditionally and forever releases, discharges and remises the Company from any and all claims of any type
    and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds,
    bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions,
    claims and demands whatsoever, in law or in equity, known or unknown, that Creditor may have now or may have in the future, against
    the Company to the extent that those claims arose, may have arisen, or are based on, the Debt. 


 


Section
2.02 Share Issuance. At the Closing (as defined below)
the Company shall issue to Creditor the Shares via book entry in the books and records of the Company, and the Parties acknowledge that
the Shares shall not be certificated.


 


Section
2.03 Closing. On the terms set forth herein, the closing
of the Transactions (the “Closing”) shall take place by conference call and electronic communication (i.e., emails/pdf) or
facsimile, with exchange of original signatures to follow by mail, on the Closing Date.


 




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Article
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to Creditor that the following representations and warranties contained in this Article III are true
and correct as of the Closing Date:


 


Section
3.01 Authorization of Transactions. The Company is a
corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver
the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and
performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly
authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly
and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and
legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the
extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’
rights or by the principles governing the availability of equitable remedies.


 


Section
3.02 Governmental Approvals; Non-contravention.


 


	 	(a)	No
    consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity or Person
    is necessary for the execution, delivery or performance by the Company of this Agreement or any other Transaction Document to which
    the Company is a party.
	 	 	 
	 	(b)	The
    execution, delivery and performance by the Company of the Transaction Documents to which the Company is a party, and the consummation
    by the Company of the Transactions, do not (i) violate any Laws or Orders to which the Company is subject or (ii) violate, breach
    or conflict with any provision of the Company’s organizational documents.


 


Section
3.03 Brokers. The Company has not engaged, or caused
to be incurred any Liability or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection
with the origin, negotiation, execution, delivery or performance of the Transaction Documents to which it is a party, or the Transactions.


 


Article
IV. REPRESENTATIONS AND WARRANTIES OF CREDITOR


 


Creditor
represents and warrants to the Company that the following statements contained in this Article IV are true and correct as of the Closing
Date:


 


Section
4.01 Authorization of Transactions. Creditor is a limited
liability company, duly formed and in good standing under the jurisdiction of its organization, and has the requisite power and capacity
to execute and deliver the Transaction Documents to which Creditor is a party and to perform Creditor’s obligations hereunder and
thereunder. The execution, delivery and performance by Creditor of the applicable Transaction Documents and the consummation of the Transactions
have been duly and validly authorized by all requisite action on the part of Creditor. The Transaction Documents to which Creditor is
a party have been duly and validly executed and delivered by Creditor. Each Transaction Document to which Creditor is a party constitutes
the valid and legally binding obligation of Creditor, enforceable against Creditor in accordance with its terms and conditions, except
to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’
rights or by the principles governing the availability of equitable remedies.


 




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Section
4.02 Governmental Approvals; Non-contravention.


 


	 	(a)	No
    consent, Order, action or non-action of, or filing, notification, declaration or registration with, any Governmental Entity is necessary
    for the execution, delivery or performance by Creditor of this Agreement or any other Transaction Document to which Creditor is a
    party.
	 	 	 
	 	(b)	The
    execution, delivery and performance by Creditor of the Transaction Documents to which Creditor is a party, and the consummation by
    Creditor of the Transactions, do not violate any Laws or Orders to which Creditor is subject or any of the organizational document
    of Creditor. 


 


Section
4.03 Investment Representations.


 


	 	(a)	Creditor
    understands and agrees that the consummation of this Agreement including the delivery of the Shares to Creditor as contemplated hereby
    constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that the Shares are being
    acquired for Creditor’s own account and not with a present view towards the public sale or distribution thereof, except pursuant
    to sales registered or exempted from registration under the Securities Act.
	 	 	 
	 	(b)	Creditor
    is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act (an “Accredited
    Investor”).
	 	 	 
	 	(c)	Creditor
    understands that the Shares are being offered and sold to Creditor in reliance upon specific exemptions from the registration requirements
    of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and Creditor’s
    compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein in
    order to determine the availability of such exemptions and the eligibility of Creditor to acquire the Shares. 
	 	 	 
	 	(d)	Creditor
    and Creditor’s advisors, if any, have been furnished with all materials relating to the business, finances and operations of
    the Company and materials relating to the offer and sale of the Shares which have been requested by Creditor or Creditor’s
    advisors. Creditor and Creditor’s advisors, if any, have been afforded the opportunity to ask questions of the Company. Creditor
    understands that Creditor’s investment in the Shares involves a significant degree of risk. Creditor has received and reviewed
    the filings and reports made by the Company with the OTC Markets and the matters as discussed therein, including, without limitation
    the risks associated with the acquisition and ownership of the Shares. 


 




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	 	(e)	At
    no time was Creditor presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement,
    or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and
    concurrently with such communicated offer. Creditor is not purchasing the Shares acquired by Creditor hereunder as a result of any
    “general solicitation” or “general advertising,” as such terms are defined in Regulation D under the Securities
    Act, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Shares acquired
    by Creditor hereunder published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio
    or the internet or presented at any seminar or any other general solicitation or general advertisement.
	 	 	 
	 	(f)	Creditor
    is acquiring the Shares for Creditor’s own account as principal, not as a nominee or agent, for investment purposes only, and
    not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct
    or indirect beneficial interest in the Shares. Further, Creditor does not have any contract, undertaking, agreement or arrangement
    with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares.
	 	 	 
	 	(g)	Creditor
    understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or any applicable
    state securities laws, and the Shares may not be transferred unless (1) the Shares are sold pursuant to an effective registration
    statement under the Securities Act, (2) Creditor shall have delivered to the Company, at the cost of Creditor, an opinion of counsel
    that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares
    to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted
    by the Company, (3) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the
    Securities Act (or a successor rule) (“Rule 144”)) of Creditor who agrees to sell or otherwise transfer the Shares only
    in accordance with this Section and who is an Accredited Investor, (4) the Shares are sold pursuant to Rule 144, (5) the Shares are
    sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”), or (6) the Shares are
    sold pursuant to the exemption from registration afforded under Section 4(a)(1) or Section 4(a)(7) of the Securities Act, and Creditor
    shall have delivered to the Company, at the cost of Creditor, an opinion of counsel that shall be in form, substance and scope customary
    for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Shares made
    in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any
    re-sale of such Shares 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 Securities Act) may require compliance with some other exemption under the Securities
    Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other
    person is under any obligation to register such Shares under the Securities Act or any state securities laws or to comply with the
    terms and conditions of any exemption thereunder (in each case).
	 	 	 
	 	(h)	Creditor
    understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will
    ever exist for the Shares.
	 	 	 
	 	(i)	Creditor,
    either alone or together with Creditor’s representatives, has such knowledge, sophistication and experience in business and
    financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so
    evaluated the merits and risks of such investment. Creditor is able to bear the economic risk of an investment in the Shares and,
    at the present time, is able to afford a complete loss of such investment.


 




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	 	(j)	Creditor
    understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations
    or endorsement of the Shares or the suitability of the investment in the Shares nor have such authorities passed upon or endorsed
    the merits of the transactions set forth herein.
	 	 	 
	 	(k)	Any
    legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate
    so legended shall be included on any certificates representing the Shares. Creditor also understands that the Shares may bear the
    following or a substantially similar legend: 


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED
UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION ARE NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE NOT SET FORTH HEREIN.


 


Section
4.04 Brokers. Creditor has not engaged any investment
banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance
of any Transaction Document to which it is a party, or the Transactions.


 


Article
V. INDEMNIFICATION


 


Section
5.01 General Indemnification. Each Party (the “Indemnifying
Party”) agrees to indemnify, defend and hold harmless the other Party and such other Party’s Affiliates and each of their
respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, an “Indemnified
Party”), from and against any and all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting
from any breach of any representation or warranty of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure
the Indemnifying Party to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement of
the other Transaction Documents by the Indemnifying Party.


 


Section
5.02 Procedures for Indemnification. In the event that
an Indemnified Party shall incur or suffer any Losses in respect of which indemnification may be sought under this Article V against
the Indemnifying Party, the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice
of Loss”) to the Indemnifying Party stating the nature and basis of such indemnification. The Notice of Loss shall be provided
to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss. 


 




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Section
5.03 Payment. Upon a determination of liability under
this Article V the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5)
Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity
obligation owed under this Agreement or the other Transaction Documents, the Indemnifying Party shall nevertheless pay when due such
portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with
respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect
to the subject matter of such claim.


 


Section
5.04 Effect of Knowledge on Indemnification. The right
to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in
this Agreement or the other Transaction Documents shall not be affected by any investigation conducted with respect to, or any knowledge
acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the other
Transaction Documents, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or
obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance
with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations,
warranties, covenants or obligations.


 


Article
VI. MISCELLANEOUS


 


Section
6.01 Notices.


 


	 	(a)	Any
    notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally
    delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:


 


if
to the Company, to:


 


Credex
Corporation


Attn:
Robin McVey


1881
General George Patton Drive Suite 107


Franklin
TN 37067


Email:
robin.mcvey@credexcorporation.com


 


If
to Creditor, to:


 


Southern
Colorado Real Estate Ventures, LLC


Attn:
Joe Cleghorn


2440
North I-25


Pueblo,
CO 81008


Email:
jckeys1@icloud.com


 




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	 	(b)	Any
    Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder. 
	 	 	 
	 	(c)	Any
    notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if
    sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three
    (3) days after mailing, if sent by registered or certified mail.


 


Section
6.02 Attorneys’ Fees. In the event that any Party
institutes any action or suit to enforce this Agreement or the other Transaction Documents or to secure relief from any default hereunder
or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees,
incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


 


Section
6.03 Amendments; No Waivers; No Third-Party Beneficiaries.


 


	 	(a)	This
    Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties
    or conditions hereof may be waived, only by a written instrument executed by all of the Parties.
	 	 	 
	 	(b)	Every
    right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity,
    and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by another Party shall
    be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.
	 	 	 
	 	(c)	Neither
    any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course
    of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of
    any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of
    the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise
    required by this Agreement or the other Transaction Documents. No exercise of any right or remedy with respect to a breach of this
    Agreement or the other Transaction Documents shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved
    Party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.
	 	 	 
	 	(d)	Notwithstanding
    anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages,
    under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or the
    other Transaction Documents or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 


Section
6.04 Expenses. Unless otherwise contemplated or stipulated
by this Agreement, all costs and expenses incurred in connection with this Agreement or the other Transaction Documents shall be paid
by the Party incurring such cost or expense. 


 




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Section
6.05 Further Assurances. Following the Closing, each
Party shall execute and deliver such documents and other papers and take such further action as may be reasonably required to carry out
the provisions of the Transaction Documents.


 


Section
6.06 Successors and Assigns; Benefit. This Agreement
shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall
have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations
hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated
herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s
due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment
in contravention of the provisions herein shall be null and void and of no force or effect.


 


Section
6.07 Governing Law; Etc.


 


	 	(a)	This
    Agreement and the other Transaction Documents, and all matters based upon, arising out of or relating in any way to the Transactions
    or the Transaction Documents, including all disputes, claims or causes of action arising out of or relating to the Transactions or
    the Transaction Documents as well as the interpretation, construction, performance and enforcement of the Transaction Documents,
    shall be governed by the laws of the United States and the State of Florida, without regard to any jurisdiction’s conflict-of-laws
    principles.
	 	 	 
	 	(b)	ANY
    LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED
    TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF TENNESSEE AND THE UNITED
    STATES FEDERAL COURTS, IN EACH CASE LOCATED IN Williamson County, Tennessee, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
    JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION
    TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM
    IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
	 	 	 
	 	(c)	EACH
    PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
    PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE
    FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
    AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
    SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
    AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.07(c).


 




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	 	(d)	Each
    of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel
    selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel.
    Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly,
    voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.


 


Section
6.08 Survival. The representations
and warranties in this Agreement shall survive the Closing for a period of 12 months from the Closing Date, and no claim for indemnification
may be made after such time. All covenants and agreements in this Agreement will survive until fully performed; provided, however, that,
nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder, after
such time for any breach thereof.


 


Section
6.10 Severability. If any provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected
in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible
in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.


 


Section
6.11 Entire Agreement. This Agreement and the other
Transaction Documents constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede
all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.


 


Section
6.12 Specific Performance. Each Party agrees that irreparable
damage would occur if any provision of this Agreement and the other Transaction Documents were not performed in accordance with the terms
hereof and that each Party shall be entitled to seek specific performance of the terms hereof and thereof in addition to any other remedy
at law or in equity.


 


Section
6.13 Construction. The table of contents and headings
contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.


 


Section
6.14 Counsel. The Parties acknowledge and agree that
Anthony L.G., PLLC (“Counsel”) is legal counsel to the Company and to certain Affiliates of Creditor but is not counsel to
Creditor itself or to any of its members, and that Counsel has acted as legal counsel solely to the Company in connection with this Agreement
and the Transactions. Each of the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel acting as
legal counsel to the Company in connection with this Agreement and the Transactions, notwithstanding that Counsel has advised each of
the Parties to retain separate counsel to review the terms and conditions of this Agreement and the other documents to be delivered in
connection herewith, and each applicable Party has either waived such right freely or has otherwise sought such additional counsel as
it has deemed necessary. Each of the Parties hereby waives any such conflict of interest, and confirms that the Parties have previously
negotiated the material terms of the agreements as set forth herein. 


 


Section
6.15 Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act
of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and
validly delivered and be valid and effective for all purposes.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.


 


	 	Credex Corporation
	 	 	 
	 	By:	/s/ Robin McVey
	 	Name:	Robin McVey
	 	Title:	Chief Executive Officer
	 	 	 
	 	Southern Colorado
    Real Estate Ventures, LLC 
	 	 	 
	 	By:	/s/ Joe Cleghorn
	 	Name:	Joe Cleghorn
	 	Title:	 


 




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