May 17, 2013
Exhibit 10.13
May 17, 2013
Via Email
The CodeSmart Group, Inc.
and
CodeSmart Shareholders
000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Email: xxxxxxxx@xxxxxxxxxxxxxx.xxx
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/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
|
|
2
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
|
|
3
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
|
|
4
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
|
|
5
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
|
|
6
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
|
|
7
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxxx Xxxx
Xxxxx Xxxx
|
|
8
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
|
|
9
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
Brio Financial Group
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Member
|
|
10
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
Lucosky Xxxxxxxx LLP
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Partner
|
|
11
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
|
|
12
| Very truly yours,
FIRST INDEPENDENCE CORP.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Chief Executive Officer
|
|
| TERMS AGREED TO:
THE CODESMART GROUP, INC.
/s/ Xxx Xxxxxxx
Xxx Xxxxxxx
CEO
|
|
| CODESMART SHAREHOLDERS
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
|
|
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