Exhibit 10.11


 





 



 









Note
Purchase Agreement


 


By
and Among


 


Credex
Corporation


 


And


 


Rob
Fuicelli

 


Dated
as of April 29, 2022


 





 



 








    	 



     


    

 


TABLE
OF CONTENTS


 


	Article
    I.	DEFINITIONS	1
	 	 	 
	Section
    1.01	Definitions.	1
	Section
    1.02	Interpretive
    Provisions.	2
	 	 	 
	Article
    II.	PURCHASE
    AND SALE; AGREEMENTS	3
	 	 	 
	Section
    2.01	Purchase
    and Sale.	3
	Section
    2.02	Deliverables
    at Closing.	3
	Section
    2.03	Closing.	3
	Section
    2.04	Use
    of Proceeds.	3
	 	 	 
	Article
    III.	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY	3
	 	 	 
	Section
    3.01	Authorization
    of Transactions.	3
	Section
    3.02	Governmental
    Approvals; Non-contravention.	4
	Section
    3.03	Brokers.	4
	 	 	 
	Article
    IV.	REPRESENTATIONS
    AND WARRANTIES OF BUYER	4
	 	 	 
	Section
    4.01	Authorization
    of Transactions.	4
	Section
    4.02	Governmental
    Approvals; Non-contravention.	4
	Section
    4.03	Investment
    Representations.	5
	Section
    4.04	Brokers.	5
	 	 	 
	Article
    V.	INDEMNIFICATION	6
	 	 	 
	Section
    5.01	General
    Indemnification.	6
	Section
    5.02	Procedures
    for Indemnification.	6
	Section
    5.03	Payment.	6
	Section
    5.04	Effect
    of Knowledge on Indemnification.	6
	 	 	 
	Article
    VI.	MISCELLANEOUS	6
	 	 	 
	Section
    6.01	Notices.	6
	Section
    6.02	Attorneys’
    Fees	7
	Section
    6.03	Amendments;
    No Waivers; No Third-Party Beneficiaries.	7
	Section
    6.04	Expenses.	8
	Section
    6.05	Further
    Assurances.	8
	Section
    6.06	Successors
    and Assigns; Benefit.	8
	Section
    6.07	Governing
    Law; Etc.	8
	Section
    6.08	Survival.	9
	Section
    6.09	Resolution
    of Disputes.	9
	Section
    6.10	Severability.	10
	Section
    6.11	Entire
    Agreement.	10
	Section
    6.12	Specific
    Performance.	10
	Section
    6.13	Construction.	10
	Section
    6.14	Counterparts.	10
	 	 	 
	Exhibit
    A 	Form
    of Promissory Note	 


 




    	i



     


    

 


NOTE
PURCHASE AGREEMENT


 


This
Note Purchase Agreement (this “Agreement”) is entered into as of April 29, 2022 (the “Closing Date”), by and
among Credex Corporation, a Florida corporation (the “Company”) and Rob Fuicelli (“Buyer”).
The Company and the Buyer may be collectively referred to herein as the “Parties” and individually as a “Party”.


 


WHEREAS,
the Company desires to issue and sell to the Buyer a convertible promissory note of the Company on the terms set forth herein and the
Buyer wishes to purchase such convertible promissory note on the terms and conditions provided for herein and the Parties desire to undertake
the other actions and enter into the other agreements as set forth herein;


 


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)	“Contract”
                                            means any contract, commitment, understanding or agreement (whether oral or written).



 


		(d)	“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.



 


		(e)	“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.



 


		(f)	“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.



 


		(g)	“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.



 




    	1



     


    

 


		(h)	“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.



 


		(i)	“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.



 


		(j)	“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.



 


		(k)	“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.



 


		(l)	“Securities
                                            Act” means the United States Securities Act of 1933, as amended, and the rules and
                                            regulation promulgated thereunder.



 


		(m)	“Transactions”
                                            means the purchase and sale of the Note and the other transactions contemplated under the
                                            Transaction Documents.



 


		(n)	“Transaction
                                            Documents” means this Agreement, the Note 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.



 


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, Recital or Exhibit shall refer,
respectively, to Sections, Subsections, Recitals or Exhibits 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.


 




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Article
II. PURCHASE AND SALE; AGREEMENTS


 


Section
2.01 Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company
shall issue and sell to Buyer a convertible promissory note of the Company in the form as attached hereto as Exhibit A (the “Note”)
in the aggregate principal amount of $78,555.60 for a purchase price of $78,555.60 (the “Purchase Price”).


 


Section
2.02 Deliverables at Closing.


 


	 	(a)	At the Closing, Buyer shall deliver to the Company:




 


		(i)	The
                                            Purchase Price via a check payable to the Company or wire transfer pursuant to the wire transfer
                                            instructions as provided by the Company to Buyer; and



 


		(ii)	a
                                            copy of the Note, duly executed by an authorized officer of the Buyer.



 


		(b)	At
                                            the Closing, the Company shall deliver to the Buyer a copy of the Note, duly executed by
                                            an authorized officer of the Company.



 


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 and effective as of 11:59 p.m. Eastern time, on such date.


 


Section
2.04 Use of Proceeds. The Company shall utilize the Purchase Price for general corporate purposes.


 


Article
III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to Buyer 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.


 




    	3



     


    

 


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 or conflict with any Law or Order to which the Company may be subject, (ii) constitute
                                            a violation or breach of, be in conflict with, constitute or create (with or without due
                                            notice or lapse of time or both) a default (or give rise to any right of termination, modification,
                                            cancellation or acceleration) of any obligation under any Contract to which the Company is
                                            a party or to which the Company is subject or by which the Company’s properties, assets
                                            or rights are bound or (iii) result in the creation or imposition of any Lien upon any of
                                            the rights, properties or assets of the Company.



 


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 BUYER


 


Buyer
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. Buyer is natural person or is an entity duly organized and in good standing in the state
of its organization and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party
and to perform Buyer’s obligations hereunder and thereunder. The execution, delivery and performance by Buyer 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 Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered
by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer,
enforceable against Buyer 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
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
                                            Buyer of this Agreement or any other Transaction Document to which Buyer is a party.



 


		(b)	The
                                            execution, delivery and performance by Buyer of the Transaction Documents to which Buyer
                                            is a party, and the consummation by Buyer of the Transactions, do not violate any Laws or
                                            Orders to which Buyer is subject or, if Buyer is an entity, any of the organizational documents
                                            of Buyer.



 




    	4



     


    

 


Section
4.03 Investment Representations.


 


		(a)	Buyer
                                            understands and agrees that the consummation of this Agreement including the delivery of
                                            the Note as contemplated hereby constitute the offer and sale of securities under the Securities
                                            Act and applicable state statutes and that the Note and the shares of common stock, par value
                                            $0.001 per share, of the Company that may be issued upon conversion of the Note (collectively,
                                            the “Securities”) are being acquired for Buyer’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)	Buyer
                                            is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
                                            D under the Securities Act.



 


		(c)	Buyer
                                            understands that the Securities are being offered and sold to Buyer 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 Buyer’s compliance
                                            with, the representations, warranties, agreements, acknowledgments and understandings of
                                            Buyer set forth herein in order to determine the availability of such exemptions and the
                                            eligibility of Buyer to acquire the Securities.



 


		(d)	At
                                            no time was Buyer 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. Buyer is not purchasing the Securities acquired by Buyer 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 Securities
                                            acquired by Buyer 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.



 


		(e)	Buyer
                                            is acquiring the Securities for Buyer’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 Securities. Further, Buyer 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 Securities.



 


		(f)	Buyer,
                                            either alone or together with Buyer’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 Securities, and has so evaluated the merits
                                            and risks of such investment.



 


		(g)	Buyer
                                            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 Securities or the suitability
                                            of the investment in the Securities nor have such authorities passed upon or endorsed the
                                            merits of the transactions set forth herein.



 


Section
4.04 Brokers. Buyer 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.


 




    	5



     


    

 


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 or the 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.


 


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, 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 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, 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


 




    	6



     


    

 


With
a copy, which shall not constitute notice, to:


 


Anthony
L.G., PLLC





Attn:
John Cacomanolis





625
N. Flagler Drive, Suite 600





West
Palm Beach, FL 33401





Email:
jcacomanolis@anthonypllc.com


 


If
to the Buyer, to the address for notices as set forth on the signature page hereof.


 


		(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 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 attorneys’ 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 both 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.
                                            No exercise of any right or remedy with respect to a breach of this Agreement 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.



 




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		(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 any provision hereof or any
                                            matter otherwise relating hereto or arising in connection herewith.



 


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


 


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. Other than as specifically set forth herein, including in Article V, nothing in this Agreement shall
confer on any Person other than the Parties, and their respective successors and assigns, any rights, remedies, obligations, or Liabilities
under or by reason of this Agreement.


 


Section
6.07 Governing Law; Etc.


 





		(a)	This
                                            Agreement, 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)	SUBJECT
                                            TO Section 6.09, 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 FEDERAL COURTS OF THE UNITED STATES OF AMERICA
                                            OR THE COURTS OF THE STATE OF TENNESSEE, 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.



 




    	8



     


    

 


		(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).



 


		(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, and
such provisions herein as required to give effect to the same, 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
6.09 Resolution of Disputes. Except as otherwise provided herein, all controversies, disputes or actions between the
Parties arising out of the Transactions or this Agreement, including their respective Affiliates, owners, officers, directors,
agents and employees, arising from or relating to this Agreement shall on demand of either party be submitted for arbitration to in
accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one
arbitrator jointly selected by each Party who is a party to the Dispute, provided, however, that if such Parties are unable to agree
on the identity of the arbitrator within 10 Business Days of commencement of efforts to do so, each Party who is a party to the
Dispute shall select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall
conduct the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file
any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within
the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be
barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven days of request, and,
in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time by
which claims must be brought under Florida law or any applicable federal law. The arbitrator(s) shall have the right to award the
relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest on
unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of the
arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent
jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States
Arbitration Act. The arbitration shall be conducted in Franklin, Tennessee. The provisions of this Section 6.09 shall continue in
full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.


 




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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. The 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
were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the
terms hereof 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. In the event of a conflict between language or amounts
contained in the body of this Agreement and language or amounts contained in the Exhibits attached hereto, the language or amounts
in the body of the Agreement shall control. References to Articles or Sections shall refer to those portions of this Agreement. The
use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this
Agreement as a whole and not to any particular Article, Section or clause of or Exhibit to this Agreement.


 


Section
6.14 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:	 
	 	Name:	Robin
    McVey 
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	


Rob
Fuicelli




	 	 	 
	 	By:	 
	 	Name:	Rob Fuicelli
	 	 	 
	 	Address
    for Notices:
	 	 	 
	 	 	 
	 	 	 
	 		 
	 	Email:
    	 


 




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Exhibit
A


Promissory
Note


 


(Attached)


 




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