Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDED CURRENT REPORT - CODESMART HOLDINGS, INC. | f8k050313a2_codesmart.htm |
| EX-4.1 - FORM OF THE BRIDGE NOTES PURSUANT TO A SUBSCRIPTION AGREEMENT - CODESMART HOLDINGS, INC. | f8k050313a2ex4i_codesmart.htm |
| EX-10.1 - FORM OF SHARE EXCHANGE AGREEMENT - CODESMART HOLDINGS, INC. | f8k050313a2ex10i_codesmart.htm |
| EX-10.2 - FORM OF SUBSCRIPTION AGREEMENT - CODESMART HOLDINGS, INC. | f8k050313a2ex10ii_codesmart.htm |
| EX-10.6 - FORM OF EMPLOYMENT AGREEMENT - CODESMART HOLDINGS, INC. | f8k050313a2ex10vi_codesmart.htm |
| EX-10.3 - FORM OF SECURITIES PURCHASE AGREEMENT - CODESMART HOLDINGS, INC. | f8k050313a2ex10iii_codesmart.htm |
| EX-10.7 - LICENSE AND SUPPLY AGREEMENT - CODESMART HOLDINGS, INC. | f8k050313a2ex10vii_codesmart.htm |
Exhibit 10.13
May 17, 2013
Via Email
The CodeSmart Group, Inc.
and
CodeSmart Shareholders
103 Waters Edge
Congers, NY 10920
Email: ishapiro@codesmartgroup.com
RE: Share Exchange Agreement
Ladies and Gentlemen:
Reference is made to that certain Share Exchange Agreement (the “Share Exchange Agreement”), dated May 3, 2013, among First Independence Corp., a Florida corporation (the “Company”), The CodeSmart Group, Inc., a Nevada corporation (“CodeSmart”) and the shareholders of an aggregate of 68.06% of the total outstanding equity interests of CodeSmart (“CodeSmart Shareholders”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Share Exchange Agreement.
Pursuant to Section 9.13 of the Share Exchange Agreement, the Company is hereby seeking your consent to the following proposed amendment to the Share Exchange Agreement:
(i) Section 6.8 of the Share Exchange Agreement shall be deleted in entirety and replaced with the following:
“Forward Split. As soon as practicable after the Closing, FICF shall effectuate a 2-for-1 forward split of FICF Common Stock. The number of shares of FICF to be issued to CodeSmart Shareholders after taken into effect the Forward Split shall be as set forth on Schedule I hereto.”
(ii) The Share Exchange Agreement with the exhibits and schedules thereto shall be amended so that all references to the ratio of the Forward Split shall be “2-for-1.”
Except as amended hereby, the Share Exchange Agreement shall remain in full force and effect. By signing below, you hereby agree to waive any and all of default on the part of the Company under the Share Exchange Agreement by effectuating the Forward Split at the “2-for-1” ratio.
Please indicate your agreement with all of the foregoing by signing in the appropriate place below and returning to the undersigned one copy of this letter.
1
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Ira Shapiro
Ira Shapiro
|
|
2
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Sharon Franey
Sharon Franey
|
|
3
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Ruth Patterson
Ruth Patterson
|
|
4
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Alan Pressman
Alan Pressman
|
|
5
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Alan Matzkin
Alan Matzkin
|
|
6
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Judith Monestime
Judith Monestime
|
|
7
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Peter Okun
Peter Okun
|
|
8
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Lida Rawlins
Lisa Rawlins
|
|
9
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
Brio Financial Group
By: /s/ David Briones
Name: David Briones
Title: Managing Member
|
|
10
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
Lucosky Brookman LLP
By: /s/ Joseph Lucosky
Name: Joseph Lucosky
Title: Partner
|
|
11
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ John Geraghty
John Geraghty
|
|
12
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Ira Shapiro
Ira Shapiro
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Ira Shapiro
Ira Shapiro
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Babara Cohen
Babara Cohen
|
|
13