Accelera Innovations, Inc. Sample Contracts

Contract
Subscription Agreement • June 17th, 2011 • Accelerated Acquisitions Iv Inc • Blank checks • Delaware

THE SHARES OF COMMON STOCK TO BE ACQUIRED BY THE SUBSCRIBER PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT, AND THE SUBSCRIBER HAS, IF REQUIRED BY THE COMPANY, DELIVERED AN OPINION OF COUNSEL TO THAT EFFECT. BY ENTERING INTO THIS SUBSCRIPTION AGREEMENT, SUBSCRIBER REPRESENTS, AMONG OTHER THINGS, THAT IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a) OF THE SECURITIES ACT) AND IS ACQUIRING THE COMMON STOCK PURSUANT TO AN EXEMPTION FROM REGISTRATION PURSUANT TO REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND WILL NOT ENGAGE IN ANY TRANSACTIONS WITH RESPECT TO THE COMMON STOCK OF THE COMPANY EXCEPT I

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CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • June 17th, 2011 • Accelerated Acquisitions Iv Inc • Blank checks • California

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered as of June 16, 2011 (the “Effective Date”) by and between Accelerated Acquisitions IV, Inc., an Delaware corporation, (the “Company”) and Accelerated Venture Partners LLC, a Delaware limited liability company (the “Consultant”). The Company and the Consultant may each be referred to herein as a “Party” and together as the “Parties.”

LICENSING AGREEMENT
Licensing Agreement • August 29th, 2011 • Accelerated Acquisitions Iv Inc • Blank checks • Delaware

THIS AGREEMENT (“Agreement”) is dated August 22, 2011 among Synergistic Holdings, LLC. a Limited Liability Company , established pursuant to the laws of the State of Illinois, having an address of 20511 Abbey Drive, Frankfort, Illinois 60423 (“Licensor”), and Accelerated Acquisitions IV, Inc., a company incorporated pursuant to the laws of the State of Delaware, with an address of 1840 Gateway Drive, Suite 200, Foster City, CA 94404 (“Licensee”).

LOCK-UP AND LEAK OUT AGREEMENT
Lock-Up and Leak Out Agreement • December 2nd, 2013 • Accelera Innovations, Inc. • Blank checks • Delaware

This LOCK-UP AND LEAK-OUT AGREEMENT (the “Agreement”) is made as of November 11, 2013 and effective upon the payment of the purchase price set forth in Section 1.1.1.1 of the Purchase Agreement (the “Effective Date”) by and between Accelera Innovations, a Delaware corporation (the “Company”), and the undersigned holder of common stock (the “Stockholder”) of the Company.

FIRST AMENDMENT AND MODIFICATION TO LICENSING AGREEMENT
Technology Purchase Agreement • April 16th, 2012 • Accelera Innovations, Inc. • Blank checks • Illinois

THIS FIRST AMENDMENT AND MODIFICATION TO LICENSING AGREEMENT (the “Amendment”) is executed on the 13th day of April, 2012, among Synergistic Holdings, LLC, a Limited Liability Company , established pursuant to the laws of the State of Illinois, having an address of 20511 Abbey Drive, Frankfort, Illinois 60423 (“Licensor”), and Accelera Innovations, Inc. (formally known as Accelerated Acquisitions IV, Inc.), a company incorporated pursuant to the laws of the State of Delaware, with an address of 1840 Gateway Drive, Suite 200, Foster City, CA 94404 (“Licensee”).

OPERATING AGREEMENT OF AT HOME HEALTH MANAGEMENT LLC AN ILLINOIS LIMITED LIABILITY COMPANY
Operating Agreement • December 16th, 2013 • Accelera Innovations, Inc. • Blank checks • Illinois

This OPERATING AGREEMENT OF AT HOME HEALTH MANAGEMENT LLC, Limited Liability Company ("Operating Agreement"), dated as of December 13, 2013, is (a) adopted by the Manager(s) (as defined below) and (b) executed and agreed to by the Members (as defined below).

STANDBY EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • October 15th, 2013 • Accelera Innovations, Inc. • Blank checks • California

Standby Equity Purchase Agreement (this "Agreement"), dated as of October 4th , 2013, by and among ACCELERA INNOVATIONS INC a Delaware corporation (the “Company”) and Investor (the “Investor”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 4th, 2014 • Accelera Innovations, Inc. • Services-health services • Illinois

This Agreement, including all Exhibits attached hereto and incorporated herein (“Agreement”) is entered into on this November 25, 2014 by and between (1) GRACE HOME HEALTH CARE, Inc, a California Corporation, in good standing, with its principal office located at 1739 Termino Ave., Long Beach, CA 90804, and (2) Accelera Innovations, Inc., a Delaware corporation in good standing, with its principal office located at 20511 Abbey Dr., Frankfort, Il. 60423 (hereinafter referred to as “Purchaser or Accelera”), or its assignee.

STOCK PURCHASE AGREEMENT
Employment Agreement • January 9th, 2015 • Accelera Innovations, Inc. • Services-health services • Illinois

This Agreement, including all Exhibits attached hereto and incorporated herein (“Agreement”) is entered into on January 5, 2015 by and between (1) Sonny Nix and John Noah (hereinafter referred to as “Sellers” or “Shareholders”), the Shareholders of TRADITIONS HOME CARE, INC. (“TRADITIONS”), an Oklahoma Corporation, in good standing, with its principal office located at 100 S. 3rd Street, McAlester, Oklahoma and (2) Accelera Innovations, Inc., a Delaware corporation in good standing, with its principal office located at 20511 Abbey Dr., Frankfort, Il. 60423 (hereinafter referred to as “Purchaser or Accelera”) or it’s Assignee (which will be a subsidiary or controlled Company of Accelera).

TERMINATION AGREEMENT
Termination Agreement • April 6th, 2016 • Accelera Innovations, Inc. • Services-health services • Illinois

THIS TERMINATION AGREEMENT (the “Agreement”) is made, entered into and effective as of January 1, 2016 (“Effective Date”), by and among Blaise J. Wolfrum, M.D. (the “Seller”), Behavioral Health Care Associates, Ltd., an Illinois corporation (the “Company”), and Accelera Innovations, Inc., a Delaware corporation (the “Purchaser”). All parties to this Agreement may be individually referred to herein as a “Party” or collectively as the “Parties.”

Amendment to Purchase Agreement between Accelera Innovations, Inc. And Traditions Home Health, Inc., Dated January 5, 2015
Amendment to Purchase Agreement • May 20th, 2015 • Accelera Innovations, Inc. • Services-health services

That Paragraph 3(a) of the Purchase Agreement provided for a closing date for the transaction stated above of March 31, 2015, and made provision for an additional 45 day extension.

SECURITY AGREEMENT
Security Agreement • December 2nd, 2013 • Accelera Innovations, Inc. • Blank checks • Illinois

Accelera Innovations, Inc., a Delaware corporation, whose principal place of business is located at 20511 Abbey Drive, Frankfort, Illinois 60423 (hereinafter referred to as "Debtor"), for valuable consideration, receipt whereof is hereby acknowledged, hereby grants to Blaise J. Wolfrum, M.D., an Illinois resident (hereinafter referred to as "Secured Party"), a security interest in, and mortgages to Secured Party, the following described goods and any and all additions and accessions thereto and products and proceeds thereof (hereinafter called the "Collateral"):

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • July 7th, 2015 • Accelera Innovations, Inc. • Services-health services • Oklahoma

This Settlement Agreement and Release (the “Agreement”) is made this 1st day of July, 2015 (the “Effective Date”), by and among Earl Kopriva (“Kopriva”), and Geoffrey J. Thompson, Nancy Thompson, GWS Financial Services, Inc., Synergistic Holdings, LLC, Accelera Innovations, Inc. (collectively, “Accelera Parties”), and Robert C. Acri (“Acri”), with full knowledge of the facts with respect to the dispute described below. Kopriva, the Accelera Parties and Acri are hereafter sometimes referred to as the “Parties.”

ACQUISITION FINANCING Phase 1 Accelera Innovations, Inc. 20511 Abbey Drive Frankfort, IL 60423 Wellington Shields & Co. 140 Broadway, 44th Floor New York, NY 10005
Accelera Innovations, Inc. • February 11th, 2016 • Services-health services

January 19, 2016 Mr. Patrick Custardo Chief Acquisition Officer Accelera Innovations, Inc. 20511 Abbey Drive Frankfort, IL 60423 Dear Mr. Patrick Custardo, This letter (together with Exhibits A, B and C annexed hereto and made a part hereof, all of which taken together constitute this “Engagement Agreement”) confirms our complete understanding with respect to the retention of Wellington Shields & Co. (“Wellington”), a registered broker/dealer as the exclusive financial advisor to Accelera Innovations, Inc. (the “Company” or “ACNV”), as it relates to an acquisition financing for up to $25 million (the “Placement”). Upon the terms and subject to the conditions set forth hereinafter, the parties hereto agree as follows:

SECOND AMENDMENT TO LICENSING AGREEMENT
Licensing Agreement • May 20th, 2015 • Accelera Innovations, Inc. • Services-health services

THIS SECOND AMENDMENT TO LICENSING AGREEMENT (the “Amendment”) is made effective as of May 7, 2015 by and between Synergistic Holdings, LLC, a limited liability company (the “Synergistic”), and Accelera Innovations, Inc., a Delaware corporation (“Company”). Synergistic and the Company may collectively be referred to as the “Parties”.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 2nd, 2013 • Accelera Innovations, Inc. • Blank checks • Illinois

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made, entered into and effective as of November 11, 2013, by and among Blaise J. Wolfrum, M.D., (“Seller”), an individual resident of the State of Illinois, Accelera Innovations, Inc. (“Purchaser”), a Delaware Corporation, and Behavioral Health Care Associates, Ltd. (“Company”), an Illinois Company. All parties to this Agreement may be individually referred to herein as a “Party,” or collectively as the “Parties.”

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 14th, 2014 • Accelera Innovations, Inc. • Services-health services • Illinois

This Agreement, including all Exhi bits attached hereto and incorporated herein (“Agreement”) is entered into on this August 25, 2014 by and between (I) SCI HOME HEALTH, Inc., an Illinois Corporation, in good standing, with its principal office located at 3590 Hobson Road, Woodridge, II.60517, and (2) Accelera Innovations Inc, an Illinois Corporation with its principal office located at 20511 Abbey Drive., Frankfort, Ill. 60423.

Amendment to Asset Purchase Agreement between Accelera Innovations Inc. And Watson Health Care Inc. And Affordable Nursing Inc.
Asset Purchase • May 20th, 2015 • Accelera Innovations, Inc. • Services-health services

That Paragraph 5a of the Purchase Agreement provided for a closing date for the transaction stated above of January 15, 2015 and made provision for an additional extension.

EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2013 • Accelera Innovations, Inc. • Blank checks • Illinois

This employment Agreement is made and entered into on this December 13, 2013, by and between Accelera Innovations Inc., located at 20511 Abbey Drive, Frankfort, IL 60423 ("Employer"), and Daniel P. Gallagher ("Employee").

August 21, 2015 Geoff Thompson Accelera Innovations, Inc. 20511 Abbey Lane Frankfort, IL 60423 Dear Geoff,
Accelera Innovations, Inc. • August 27th, 2015 • Services-health services

The purpose of this letter (the “Agreement”) is to confirm the engagement of Separation Degrees - One, Inc. (“SDOI”) by Accelera Innovations, Inc. (“Client”) commencing on August 21, 2015 to develop, execute and manage on-going marketing campaigns (“Marketing Services”) as outlined below.

EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2013 • Accelera Innovations, Inc. • Blank checks • Illinois

This employment Agreement is made and entered into on this December 13, 2013, by and between Accelera Innovations Inc., located at 20511 Abbey Drive, Frankfort, IL 60423 ("Employer"), and Rose M. Gallagher ("Employee").

Amendment to Purchase Agreement between Accelera Innovations Inc And Grace Home Health Care Inc Dated November 25, 2015
Purchase Agreement • May 20th, 2015 • Accelera Innovations, Inc. • Services-health services

That Paragraph 3A of the Purchase Agreement provided for a closing date for the transaction stated above of January 15, 2015 and made provision for an additional extension.

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 4th, 2014 • Accelera Innovations, Inc. • Services-health services • Illinois

This Agreement, including all Exhibits attached hereto and incorporated herein (“Agreement”) is entered into on this November 25, 2014 by and between (1) Watson Health Care, Inc. whose principal office located at 2755 Carpenter Road, Ste 3NW, Ann Arbor, Michigan; and Affordable Nursing, Inc. whose principal office located at 1426 N State St, Gladwin, Michigan, both Michigan corporations, in good standing, and (2) Accelera Innovations, Inc, a Delaware corporation in good standing, with its principal office located at 20511 Abbey Dr, Frankfort, IL 60423 (hereinafter referred to as “Purchaser or Accelera”), or its assignee.

PURCHASE AGREEMENT
Employment Agreement • December 16th, 2013 • Accelera Innovations, Inc. • Blank checks • Illinois

This Agreement, including all Exhibits attached hereto and incorporated herein ("Agreement") is entered into on this December 13, 2013 by and between (1) At Home Health Services LLC, ("At Home Health") an Illinois limited liability company in good standing, and All Staffing Services, LLC, ("All Staffing") an Illinois limited liability company in good standing, both of 9435 Bormet Drive, Suite 1, Mokena IL 60448 (jointly referred to herein as the "Subject LLCs"), by Rose Gallagher, individually and as Trustee of the Rose M. Gallagher Revocable Trust dated November 30, 1994 ("Gallagher"), and (2) Accelera Innovations, Inc., a Delaware Corporation in good standing, now of 20511 Abbey Drive, Frankfort, IL 60423 (hereinafter referred to as "Purchaser or Accelera").

SECOND AMENDMENT AND MODIFICATION TO LICENSING AGREEMENT
Licensing Agreement • April 15th, 2014 • Accelera Innovations, Inc. • Blank checks • Illinois
EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2014 • Accelera Innovations, Inc. • Services-health services

This Employment Agreement (“Agreement”) is made and entered into between Accelera Innovations, Inc. (hereinafter “Accelera” or “the Company”), and Daniel Freeman (hereinafter “Executive” or “Employee”).

RESIGNATION AND RELEASE AGREEMENT
Resignation and Release Agreement • April 6th, 2016 • Accelera Innovations, Inc. • Services-health services • Illinois

THIS RESIGNATION AND RELEASE AGREEMENT (the “Agreement”) is made, entered into and effective as of January 1, 2016 (“Effective Date”), by and among Blaise J. Wolfrum, M.D., Accelera Healthcare Management Service Organization, LLC (the “Company”), and Accelera Innovations, Inc., (“Accelera”). All parties to this Agreement may be individually referred to herein as a “Party” or collectively as the “Parties.”

SEPARATION AGREEMENT
Separation Agreement • May 20th, 2015 • Accelera Innovations, Inc. • Services-health services • Illinois

This agreement (the “Agreement”) effective on the last day executed below, is entered into between DANIEL FREEMAN (“Employee”) and ACCELERA INNOVATIONS, INC., a Delaware corporation (“Employer”) relating to Employee’s employment and separation from employment with Employer and its subsidiaries.

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