ACQUISITION
        FINANCING

        Phase
        1

         

        Accelera
        Innovations, Inc.

        20511
        Abbey Drive

        Frankfort,
        IL 60423

         

        Wellington
        Shields & Co.

        140
        Broadway, 44th Floor

        New
        York, NY 10005

         

         

         





 






    	



    	 	 	 



    

 


	 

         

         

         


 





         

        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:

         






	1.	Appointment.
    The Company hereby retains Wellington and Wellington hereby agrees to act as the Company’s exclusive financial advisor
    as more specifically set forth in paragraph 2 below, effective as of the date hereof (the “Effective Date”).
	 	 
	2.	Scope
    and Certain Conditions of Services. The Company hereby retains Wellington to consult with and advise the Company with
    respect to various financial matters, including:





	 	 	 
	 	a.	Providing
    introductions to or strategic advice with respect to approaches to target investors;
	 	 	 
	 	b.	Provide
    advisory services in connection the recapitalization or debt restructuring of the Company;
	 	 	 
	 	c.	Providing
    other general corporate finance or strategic financial advisory services as required by the company;
	 	 	 
	 	d.	Providing
    general advisory service in connection with any mergers with, or acquisitions of, corporate or operating assets of the Company;
    and
	 	 	 
	 	e.	Additional
    services incidental to the above, as directed by the Company.
	 	 	 


 






    	



    	 	 	 



    




 


	 	 
	3.	Fees
    and Compensation. In consideration for the services rendered by Wellington hereunder, the Company agrees to pay Wellington
    the following fees and other compensation:





	 	 	 
	 	a.	A
    success fee (the “Placement Success Fee”) for capital raise, payable upon the successful completion of the Placement,
    equal to eight percent (8%) of the gross proceeds of the Placement (or in the case of a revolving line of credit, the commitment
    amount). The Placement Success Fee is due and payable to Wellington immediately upon the closing of the Placement and shall
    be disbursed directly to Wellington simultaneously with the delivery of the proceeds of the Placement to the Company. 
	 	 	 
	 	b.	A
success fee, payable upon the successful completion of the Placement and closing of the acquisition (the “Placement Agent
Stock”) shall be issuable to Wellington Shields, or its designee simultaneously with the closing of the Placement, equal
to four percent (4%) of the fully diluted shares outstanding, post-closing of the transaction. 
	 	 	 
	 	c.	A
    non-refundable engagement fee (the “Retainer”) in the amount of fifty-thousand dollars ($50,000) to be payable
    to Wellington Shields by the Company.
	 	 	 
	 	d.	The
    Company agrees to reimburse Wellington for its expenses within 10 days of submission but Wellington must get written prior
    approval from the Company.





	 	 
	4.	Term
of Retention. This Engagement Agreement shall terminate at the close of business July 31, 2016 with a cancellation notice.
The Company may terminate this Engagement Agreement anytime, by providing Wellington with thirty (30) days advance written notice.
Notwithstanding anything herein to the contrary, the obligation to pay the Fees and Compensation set forth in paragraph 3 (a),
(b) and (c), the Expenses as set forth in paragraph 3 (d) shall survive any termination or expiration of this Engagement Agreement.
Moreover, it is expressly understood and agreed by the parties hereto that any financing, whether debt or equity, of the Company,
secured or placed within twelve (12) months of the termination or expiration of this Engagement Agreement with any investors or
lenders, provided that the prospective investor candidate was presented information on the Company by Wellington and had discussion
with Wellington during the Term shall result in such fees and compensation being due and payable by the Company to Wellington
as required by paragraph 3 of this Engagement Agreement.
	 	 
	5.	Preferential
Right. If the Company closes a Placement or a Transaction during the Term, for the twenty four month period commencing on
the later of (i) the date of the closing of the Placement or (ii) the date of the closing of any Transaction, Wellington shall
have a preferential right whereby the Company will offer Wellington the first opportunity to provide any financing arrangements
to the Company. 
	 	 
	6.	Public
Announcements. During the Term, and prior to any press release or other public disclosure relating to services hereunder which
is legally allowed by law, the Company and Wellington shall confer and reach agreement upon the contents of any such disclosure.
Prior to the funding, Wellington shall not be mentioned in any Company press releases. At no time should the name of the investor
funding the deal be used in any public press release.
	 	 


 




    	



    	 	 	 



    

 


	 	 
	7.	No
General Solicitation. Any offers made in connection with the placement of the Securities will be made only to prospective
purchasers on an individual basis and no general solicitation or general advertising in any form will be used to place the Securities.
	 	 
	8.	Miscellaneous.
As more specifically set forth in Exhibit C, this Engagement Agreement shall be governed in accordance with the laws of the
State of New York without giving effect to conflicts of laws generally.
	 	 
	 	This
    Engagement Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject
    matter hereof and there is no agreements or understandings with respect hereto which are not contained in this Engagement
    Agreement. This Engagement Agreement may be modified only in writing signed by the party to be charged.
	 	 
	 	If
    the foregoing correctly sets forth out understanding with respect to the subject matter hereto, please confirm the same by
    executing and returning to us the duplicate copy of this Engagement Agreement. Wellington will remain committed to entering
    into this agreement provided it is executed by you on or before February 10, 2016.





	 		 	 	 
	 	 	 	Very
Truly Yours,	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	Mr.
    Edward Cabrera	 
	 	 	 	Head
    of Investment Banking	 
	 	 	 	Wellington
    Shields & Co.	 
	 	 	 	 	 
	 	Mr.
    Patrick Custardo 	 	 	 
	 	Chief
    Acquisition Officer	 	 	 
	 	Accelera
    Innovations, Inc. 	 	 	 
	 	 	 	 	 
	 	Agreed
    and Accepted	 	 	 
	 	 	 	 	 
	 	As
    of this 4th day of February 2016	 	 	 
	 	 	 	 	 


 




    	



    	 	 	 



    




 


	 	 
	EXHIBIT A


STANDARD TERMS AND CONDITIONS



	 	 
	1.	The
    Company shall promptly provide Wellington Shields with all relevant information about the Company (to the extent available
    to the Company) that shall be reasonably requested or required by Wellington Shields which information shall be true, accurate
    and correct in all material respects at the time furnished.
	 	 
	2.	Wellington
    Shields shall keep all information obtained from the Company strictly confidential except: (a) for information which is otherwise
    publicly available, or previously known to Wellington Shields or was obtained by Wellington Shields independently of the Company
    and without breach of Wellington Shields’ agreement with the Company; (b) Wellington Shields may disclose such information
    to its affiliates, shareholders, officers, directors, representatives, agents, employees and attorneys, and to financial institutions,
    but shall ensure, to the best of its ability, that all such persons will keep such information strictly confidential; (c)
    pursuant to any order of a court of competent jurisdiction or other governmental body (Wellington Shields will give written
    notice to the Company of such order within forty-eight (48) hours of receipt of such order); and (d) upon prior written consent
    of the Company.
	 	 
	3.	The
    Company recognizes that in order for Wellington Shields to perform properly its obligations in a professional manner, it is
    necessary that Wellington Shields be informed of and, to the extent practicable, participate in meetings and discussions between
    the Company, on the one hand, and investors and potential investors introduced relating to the matters covered by the terms
    of Wellington Shields’ engagement.
	 	 
	4.	The
    Company agrees that any report or opinion, oral or written, delivered to it by Wellington Shields is prepared solely for its
    confidential use and shall not be reproduced, summarized, or referred to in any public document or given or otherwise divulged
    to any other person, other than its employees and attorneys, without Wellington Shields’ prior written consent, except
    as may be required by applicable law or regulation, which consent shall not be unreasonably withheld or delayed.
	 	 
	5.	No
    fee payable by the Company to any other financial advisor or lender shall reduce or otherwise affect any fee payable by the
    Company to Wellington Shields.
	 	 
	6.	The
    Company represents and warrants that; (a) it has full right, power and authority to enter into this Agreement and to perform
    all of its obligations hereunder; (b) the Agreement has been duly authorized and executed and constitutes a valid and binding
    agreement of the Company, enforceable in accordance with its terms; and (c) the execution and delivery of the Agreement and
    the consummation of the transactions contemplated hereby does not conflict with or result in a breach of (i) the Company’s
    certificate of incorporation or by-laws or (ii) any agreement to which the Company is a party by which any of their property
    or assets is bound.
	 	 
	7.	Nothing
    contained in the Agreement shall be constituted to place Wellington Shields and the Company in the relationship of partners
    or joint ventures. Neither Wellington Shields nor the Company shall represent itself as the agent or legal representative
    of the other for any purpose whatsoever nor shall either have the power to obligate or bind the other in any manner whatsoever.
    Wellington Shields in performing its services hereunder shall at all times be an independent contractor.
	 	 


 




    	



    	 	 	 



    

 


	 	 
	8.	The
    Agreement has been and is made solely for the benefit of Wellington Shields, the Company and each of the persons, agents,
    employees, officers, directors and controlling persons referred to in Exhibit B and their respective heirs, executors, personal
    representatives, successors and assigns, and nothing contained in the Agreement shall confer any rights upon, nor shall this
    Agreement be construed to create any rights in, any person who is not a party to such Agreement, other than as set forth in
    this paragraph.
	 	 
	9.	The
    rights and obligations of either party under this Agreement may not be assigned without the prior written consent of the other
    party hereto and any other purported assignment shall be null and void without force and effect.
	 	 
	10.	All
    communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed,
    hand delivered, or faxed and confirmed by letter or sent by overnight delivery service, to the party whom it is addressed
    at the following addresses or such other address as such party may advise the other in writing:
	 	 
	 	 	To
                                         the Company:

         

        Mr.
        Patrick Custardo

        Chief
        Acquisition Officer

        Accelera
        Innovations, Inc.

        20511
        Abbey Drive

        Frankfort,
        IL 60423

         

        To
        Wellington Shields:

         

        Mr.
        Edward Cabrera

        Head
        of Investment Banking

        Wellington
        Shields and Co.

        140
        Broadway, 44th floor

        New
        York, NY 10005

        Telephone:
        (212) 320-2030

         



 




    	



    	 	 	 



    

 


	 

        EXHIBIT
        B

        INDEMNIFICATION

         

        Recognizing
        that transactions of the type contemplated in this engagement sometimes result in litigation and that the role of Wellington
        Shields is advisory, the Company agrees to indemnify and hold harmless Wellington Shields and its affiliates and their
        irrespective officers, directors, employees, agents and controlling persons within the meaning of Section 15 of the Securities
        Act of 1933, as amended (the “Act”) or Section 20(a) of the Securities Exchange Act (“Indemnified Parties”)
        and against any and all loss, charge, claim, damage, expense and liability whatsoever, including, but not limited to,
        all attorneys’ fees and expenses (hereinafter a “Claim” or “Claims”), related to or arising
        in any manner out of, based upon, or in connection with (i) any untrue statement or alleged untrue statement of a material
        fact made by the Company or any omission or alleged omission of the Company to state a material fact required to be stated
        therein or necessary to make the statements therein not misleading or (ii) any transaction, proposal or any other matter
        (items (i) and (ii) being hereinafter referred to as a “Matter” or “Matters”) contemplated by
        the engagement of Wellington Shields hereunder, and will promptly reimburse the Indemnified Parties for all expenses (including
        reasonable fees and expenses of legal counsel) as incurred in connection with the investigation of, preparation for or
        defense of any pending or threatened Claim related to or arising in any manner out of any Matter contemplated by the engagement
        of Wellington Shields hereunder, or any action or proceeding arising there from (collectively, “Proceedings”),
        whether or not such Indemnified party is a formal party to any such Proceeding. Notwithstanding the foregoing, the Company
        shall not be liable in respect of any Claims that a court of competent jurisdiction has judicially determined by final
        judgment (and the time to appeal has expired or the last right of appeal has been denied) which resulted solely or in
        part from the negligence, gross negligence or willful misconduct of an Indemnified Party or the violation of any securities
        laws or regulations by an Indemnified Party. The Company further agrees that it will not, without the prior written consent
        of Wellington Shields settle compromise or consent to the entry of any judgment in any pending or threatened proceeding
        in respect of which indemnification may be sought hereunder (whether or not Wellington Shields or any Indemnified Party
        is an actual or potential party to such Proceeding), unless such settlement, compromise or consent includes an unconditional
        release of Wellington Shields and each other Indemnified Party hereunder from all liability arising out of such proceeding.

         

        In
        order to provide for just and equitable contribution in any case in which (i) an Indemnified Party is entitled to indemnification
        pursuant to this Engagement Agreement but it is judicially determined by the entry of a final judgment decree by a court
        of competent jurisdiction and the time to appeal has expired or the last right of appeal has been denied) that such indemnification
        may not be enforced in such case, or (ii) contribution may be required by the Company in circumstances for which an Indemnified
        party is otherwise entitled to indemnification under the Agreement, then, and in each such case, the Company shall contribute
        to the aggregate losses, Claims, damages and/or liabilities in an amount equal to the amount for which indemnification
        was held unavailable. Notwithstanding the foregoing, Wellington Shields shall not be obligated to contribute any amount
        hereunder that exceeds the amount of fees previously received by Wellington Shields pursuant to this Agreement.

         

        The
Company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with Wellington Shields’ engagement hereunder except for Claims that a court
of competent jurisdiction shall have determined by final judgment (and the time to appeal has expired or the last right of appeal
has been denied) resulted solely or in part from the negligence, gross negligence or willful misconduct of such Indemnified Party
or the violation of any securities laws or regulations by an Indemnified Party. The indemnity, re imbursement and contribution
obligations of the Company set forth herein shall be in addiction to any liability which the Company may otherwise have an shall
be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified
Party.

         



 




    	



    	 	 	 



    

 


	 

        The
        indemnity, reimbursement and contribution provisions set forth herein shall remain operative and full force and effect
        regardless of (i) any withdrawal, termination or consummation of or failure to initiate or consummate any Matter referred
        to herein, (ii) any investigation made by or on behalf of any party hereto or any person controlling (within the meaning
        of Section 15 of the Securities act of 1933 as amended, or Section 20 of the Securities Exchange Act of 1934, as amended)
        any party hereto, (iii) any termination or the completion or expiration of this Engagement Agreement with Wellington Shields
        and (iv) whether or not Wellington Shields shall, or shall not be called upon to, render any formal or informal advice
        in the course of such engagement.

         

        Unless
        otherwise defined, capitalized terms used herein shall have the meaning ascribed to them in the Engagement Agreement.

         



 




    	



    	 	 	 



    

 


	 

        EXHIBIT
        C

        JURISDICTION

         

        Each
        of the Company and Wellington Shields hereby irrevocably attorneys any dispute or difference arising out of or in connection
        with this contract shall be determined by the appointment of a single arbitrator to be agreed between the parties, or
        failing agreement within fourteen days, after either party has given to the other a written request to concur in the appointment
        of an arbitrator, by an arbitrator to be appointed by the President or a Vice President of the Chartered Institute of
        Arbitrators

         

        Each
        of Wellington Shields and the Company hereby waives, and the Company agrees not to assert in any such suit, action or
        proceeding, in each case, to the fullest extent permitted by applicable law, any claim that: (a) the Company is not personally
        subject to the jurisdiction of any such court; (b) it is immune from any legal process (whether through service or notice,
        attachment prior to judgment, attachment in the aid of execution, execution or otherwise) with respect to it or its property;
        (c) any such suit, action or proceeding is brought in an inconvenient forum; (d) the venue of any such suit, action or
        proceeding is improper; or (e) this Agreement may not be enforced in or by any such court.

         

        Nothing
        in these provisions shall affect any party’s right to serve process in any manner permitted by law or limit its
        rights to bring a proceeding in the competent courts of any jurisdiction or jurisdictions or to enforce any lawful manner
        a judgment obtained in one jurisdiction in any other jurisdiction.

         



 




    	



    	 	 	 



    

 


	 

        ATTACHMENT
        1

        AUTHORIZATION
        OF PAYMENT

         

        I,
        Patrick Custardo, as Chief Acquisition Officer of Accelera Innovations, Inc. authorize the lender/investor to pay Wellington
        Shields & Co. LLC directly from escrow at the time of closing of any funding as mentioned in clause 3a of the engagement
        letter dated February 4, 2016. This authorization is to remain in full force and effect unless written authorization by
        Wellington Shields & Co., LLC is provided to the lender/investor to revoke this agreement. Please wire the funds to
        the wire instructions provided below.

         






	 	 	 
	 	Mr.
    Patrick Custardo 	 
	 	Chief
    Acquisition Officer	 
	 	Accelera
    Innovations, Inc. 	 
	 	 	 
	 	Agreed
    and Accepted	 
	 	 	 
	 	As
    of this 4th day of February 2016	 





	 
	WELLINGTON
    SHIELDS & CO., LLC WIRE INSTRUCTIONS
	 	 
	Bank:	JPMorgan
    Chase Bank
	 	One
    Chase Manhattan Plaza
	 	New
    York, N.Y. 10005
	 	 
	Swift
    Code: 	CHASUS33
	 	 
	ABA
    No.	021000021
	 	 
	Acct
    Name:	Wellington
    Shields & Co., LLC
	 	140
    Broadway, 44th Floor
	 	New
    York, N.Y. 10005
	 	 
	Acct
    No.	806376612