STOCK
PURCHASE AGREEMENT


 


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.


 


WITNESSETH


 


WHEREAS,
SCI Home Health, Inc., d/b/a Advance Lifecare Home Health (“SCI”) is engaged in the business of providing home
health care services for mental health, seniors, children, skilled nursing, therapists, wellness education, physical assistance,
and special care situations; and


 


WHEREAS,
Purchaser is an Illinois company in good standing; and


 


WHEREAS,
Purchaser is engaged in the business of owning and operating Out-Patient Health Care Companies; and


 


WHEREAS,
SCI Shareholders wish to sell and Purchaser wishes to buy all of the issued and outstanding common shares of SCI.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


1.
Sale of Shares of Stock


 


All
record shareholders of SCI agree to sell all their shares in SCI and Purchaser agrees to purchase all such Shares upon the terms
and conditions hereinafter set forth.


 


Current
Shareholders of SCI, and current addresses are listed below:


 


	 	20%	Ethel dela Cruz, 2915 29111 Street,
    Zion, IL 60099-3011
	 	20%	Virgilia Avila, 2201 Edgewood Road,
    Waukegan, IL 60087-1440
	 	20%	Ma Lourdes Reyes Celicious, 1448 Greystone
    Drive, Gurnee, IL 60031
	 	20%	Cristina Soriano, 4911 Thistle Lane,
    Lake in the Hills, IL 60156-6807 8% Michelle Cartas, 4225 Tiger Lily Lane, #404, Gurnee, IL 60031-9641
	 	12%	Jimmy Lacaba, 2382 Sunshine Lane, Aurora,
    IL 60503-6753




 


2.
Consideration and Deposits.


 


Consideration
to the record shareholders shall consist of a basic payment of $450,000.00 to Shareholders or assignee, with payments made as
follows:


 





	 	A.	Concurrently with the
execution of this Agreement, Purchaser will deposit by wire transfer to a bank account selected by Sellers a good faith deposit
of Twenty Thousand Dollars ($20,000) and,



 




    	 



    	2



    



 





	 	B.	Purchaser shall deposit by wire transfer
    to a bank account selected by Sellers a sum equal to the Four Hundred Thirty Thousand ($430,000) upon approval of the license
    transfer (Change of Ownership) by the Illinois Department of Public Health.



 


3.
Deposits upon Breach.


 


If,
following execution of this Purchase Agreement, Purchaser elects not to complete the transaction, the deposit made by Purchaser
in compliance with Article 2A above will be retained by SCI and the deposit shall be deemed as compensation to SCI for costs incurred
in the production of due diligence documents, the negotiation of this Purchase Agreement and associated fees and costs.


 


4.
Post-Closing Revenues


 


Funds
Belonging To Seller I Post Closing


 


Revenues
generated by SCI but received by Accelera Innovations Inc after the final closing shall belong to SCI. This would include (i)
final claims submitted before Closing but not received until after the transfer of ownership; (ii) the initial amount of the RAPs
(Requested Anticipated Payments) billed for patients before Closing but not received until after Closing; (iii) refunds from any
IRS , IDR or IDES payments that belong to SCI; (iv) security deposits or SCI rent payments refunded by SCI’s landlord but
not received until after Closing; and (v) all other refunds for SCI but not received until after Closing.


 


Funds
received shall be remitted immediately upon receipt via wire transfer to Leopoldo Celicious Jr., POA, c/o Fifth Third Bank, Account
Number 7239328540 and detailed information of the fund to be sent to his home @ 1448 Greystone Drive, Gurnee, IL 6003 I.


 


Expenses
Belonging to Seller I Post Closing


 


Expenses
generated by SCI but not billed to SCI after Closing will include, but not be limited to, the following:


 


(i) Subcontracted
services such as PT, OT and ST;


 


(ii) Utility
Bills shall be prorated by days of use when received;


 


Bills
intended for SCI received by Accelera Innovations, Inc should be sent for payment to Leopoldo Celicious, .Jr., POA, 1448 Greystone
Drive, Gurnee, IL 60031


 


Purchaser
has, before the execution of this agreement, referred patients to SCI for home health services. Purchaser has incurred marketing
expenses and other costs related to the referral of patients to SCI. SCI has agreed to reimburse those expenses from post-closing
revenues. The amount will be agreed shortly before closing.


 


5.
Closings.


 





	 	A.	The Initial Closing date shall be on or around August 29, 2014, and the execution of the Stock Purchase Agreement and related
documents shall occur electronically; and
	 	 	 
		B.	The Final Closing date is tentatively set for October 7, 2014, and the Final Closing shall occur
at SCI, 3550 Hobson Road, Woodridge, Illinois; and






 




    	 



    	3



    


 


	 	C.	Deliveries at Initial Closing:




 





	 	1.	Joint Deliveries:






 


	 	i)	Employment
    agreements between Purchaser, and Desired Employees, if any such agreements have been signed;


 





	 	2.	By Seller:



 


	 	i)
    	Copies
    of executed employment agreements between (a) Purchaser and (b) Desired Employee’s in the forms attached as Exhibit
    “A”; and
	 	 	 
	 	ii) 	Copy of Asset
    List attached hereto as Exhibit “B”; and
	 	 	 
	 	iii) 	Documentation
    that SCI is an Illinois Corporation in good standing; and
	 	 	 
	 	iv)	Copies
of the SCI’s Articles of Incorporation, as amended if amended, and By-Laws, as amended if amended; and
	 	 	 
	 	v)
    	Executed
    resolutions of the SCI’s Board of Directors approving of this transaction; and
	 	 	 
	 	vi)
    	Standard
    Stock Assignments to complete the transfer of shares from SCI’s shareholders to Purchaser;


 





	 	3. 	By Purchaser:



 


	 	i)
    	Documentation
    that Purchaser is in good standing as an Illinois limited liability company; and
	 	 	 
	 	ii)	 Copies
    of the Purchaser’s Articles of Organization, as amended if amended; and
	 	 	 
	 	iii)
    	Executed
    resolution of Purchaser’s LLC Interest Holders and Directors approving this transaction;


 





	 	D.	 Deliveries at Final Closing:



 





	 	I.	By SCI and SCI’s shareholders:



 


	 	i)	Documentation
    that SCI is in good standing as an Illinois Corporation; and
	 	 	 
	 	ii)	Copies
    of SCI’s Articles of Incorporation, as amended if amended, and By Laws, as amended if amended; and
	 	 	 
	 	iii)
    	Executed
    resolutions of SCI’s Board of Directors approving of this transaction; and


 






    	 



    	4



    

 


	 	iv)
    	Assignments
    and Stock Certificates representing all of the issued and outstanding shares of SCI;
	 	 	 
	 	v)
    	All
    SCI’s business records (while maintaining copies of same as may be needed for tax or other legal matters); and
	 	 	 
	 	vi) 	Possession of
    real and personal property owned by SCI; and
	 	 	 
	 	vii) 	State UCC searches
    showing no encumbrances on SCI’s assets.


 





	 	2.	By Purchaser:



 


	 	i)
    	Wire
    transfer of Four Hundred Thirty Thousand and no/I 00 Dollars ($430,000) on or before closing, projected to be October 7, 2014,
    to an account to be identified by SCI; and
	 	 	 
	 	ii)
    	Documentation
    that Purchaser is in good standing as an Illinois limited liability company; and
	 	 	 
	 	iii)
    	Copies
    of the Purchaser’s Articles of Organization, as amended if amended; and
	 	 	 
	 	iv)
    	Executed
    resolution of Purchaser’s Interest Holders and Directors approving of this transaction;


 


7.
Operation of Subject Corporations Businesses.


 


SCI’s
shareholders agree to operate its business in the same manner as it has been operated heretofore, and will diligently promote
the growth of such businesses in an efficient and productive manner. SCI agrees not to sell any of its assets except as is normal
in the ordinary course of its day-to-day business operations, nor borrow monies, nor incur encumbrances except as may be reasonably
required to facilitate the operation and growth of such businesses.


 


8.
 Default by Purchaser.


 


The following
events shall also be deemed to be a default by the Purchaser:


 





	 	A.	Failure of Purchaser to make any deposit as described in Article 2 above by its due date;
	 	 	 
	 	B.	Failure of Purchaser to perform any other Purchaser obligation under the terms of this Agreement, unless such failure is cured
within twenty (20) calendar days of SCI (Advance Lifecare) sending Purchaser Notice of such failure;
	 	 	 
	 	C.	Purchaser filing a petition in bankruptcy to be adjudicated as a voluntary bankrupt; or filing a similar petition under any insolvency
act; or making an assignment for the benefit of its creditors; or consent to the appointment of a receiver of itself or of the
whole or of any substantial part of its property; or file a petition or answer seeking reorganization or arrangement of itself
under any Federal bankruptcy laws or any other applicable federal or state statute;



 




    	 



    	5



    


 





	 	D.	Entry of a court order adjudicating Purchaser as a bankrupt or appointing a receiver or trustee of Purchaser or of any substantial
portion of Purchaser’s assets, or approving reorganization or arrangement of Purchaser under any Federal or state law, which
order is not vacated within ninety (90) days of its entry;
	 	 	 
	 	E.	Purchaser admission in writing of its inability to pay its debts generally as they become due;
	 	 	 
	 	F.	If any material representation made by Purchaser in writing is found to be false or incorrect in any material way or materially
misleading at the time it was made



 


9.
Default by SCI (Advance Lifecare).


 


The following
events shall be deemed to be a default by SCI:


 


	 	A.
    	If
    SCI files a petition in bankruptcy to be adjudicated as a voluntary bankrupt; or filing a similar petition under any insolvency
    act; or making an assignment for the benefit of its creditors; or consent to the appointment of a receiver of itself or of
    the whole or of any substantial part of its property; or file a petition or ai1swer seeking reorganization or arrangement
    of itself under any Federal bankruptcy laws or any other applicable federal or state statute;
	 	 	 
	 	B.
    	Entry
    of a court order adjudicating SCI as a bankrupt or appointing a receiver or trustee of any of them or of any substantial portion
    of ai1y of their assets, or approving reorganization or arrangement of Pw-chaser under any Federal or state law, which order
    is not vacated within ninety (90) days of its entry;
	 	 	 
	 	C.
    	If
    any material representation made by SCI in writing is found to be false or incorrect in ai1y material way or materially misleading
    at the time it was made;
	 	 	 
	 	D.
    	Encumbering
    or transferring any material portion of its prope1iy in such a way that it would materially negatively impact the value of
    its assets; and
	 	 	 
	 	E.
    	SCI’s
    failure to perform any other obligation of Corporation pursuant to the terms of this Agreement, unless such failure is cured
    within twenty (20) calendar days of Purchaser sending SCI Notice of such failure.


 


10.
Cure Periods.


 


Unless
otherwise specifically provided otherwise in this Agreement, the cure period for the failure to perform any obligation of a party
pursuant to the terms of this Agreement shall be thirty (30) calendar days after sending Notice of such failure to the failing
party.


 


11.
Expenses.


 


Each
party shall bear its own costs of accounting and legal services in connection with this Agreement.


 




    	 



    	6



    


 


12A.
SCI Hold Harmless.


 


SCI
does hereby indemnify and reimburse Purchaser for and shall hold and save Purchaser harmless from and against all liabilities,
debts, taxes, costs, claims, expenses, actions or causes of action, losses, damages of any kind whatsoever (including costs of
litigation, investigation, and reasonable attorney’s fees, but not including standard accounts receivable and accounts payable
amounts) now existing or that may hereafter arise from or grow out of Seller’s operation and/or ownership of Seller’s
Company prior to the Final Closing Date, either directly or indirectly, other than for ordinary business expenses incurred in
the operation of the Subject Corporation.


 


12B.
Purchaser Hold Harmless.


 


Purchaser
does hereby indemnify and reimburse Seller for and shall hold and save Seller harmless from and against all liabilities, debts,
taxes, costs, claims, expenses, actions or causes of action, losses, damages of any kind whatsoever (including costs of litigation,
investigation, and reasonable attorney’s fees, but not including standard accounts receivable and accounts payable amounts)
that may hereafter arise from or grow out of Purchaser’s operation and ownership of Purchaser’s business after the
Final Closing, either directly or indirectly.


 


13.
Representations and Warranties.


 





	 	A.	SCI represents and warrants that:



 


	 	(i)
    	SCI
    is in good standing as an Illinois Corporation;
	 	 	 
	 	(ii)
    	SCI
    has and will maintain during the term of this Agreement all the required permits and licenses required to conduct the businesses
    in which it is engaged;
	 	 	 
	 	(iii)
    	SCI
    owns the tangible assets which are used in the conduct of their businesses, except as specifically otherwise stated in writing
    to Purchaser;
	 	 	 
	 	(iv)
    	Copies
    of all financial statements and records for the SCI requested by Purchaser have been provided to Purchaser, and all such documents
    provided are true and correct copies of the originals of such documents;
	 	 	 
	 	(v)
    	SCI
    has not since April 29, 2014 and will not during the term of this Agreement revise their methods of doing business, accounting,
    or financial reporting;
	 	 	 
	 	(vi)
    	SCI
    will comply with all governmental requirements during t11e term of this Agreement; and
	 	 	 
	 	(vii)
    	SCI’s
    shareholders are legally authorized to and have full authority to execute this Agreement and bind the SCI to the terms of
    this Agreement.


 





	 	B.	Purchaser represents and warrants that:



 


	 	(i)
    	Purchaser
    is in good standing as an Illinois company;
	 	 	 
	 	(ii)
    	Purchaser
    has and will maintain during the term of this Agreement all the required permits and licenses required to conduct the businesses
    in which it is engaged;


 




    	 



    	7



    


 


	 	(iii)	Purchaser
will comply with all governmental requirements during the term of this Agreement; and
	 	 	 
	 	(iv)
    	Purchaser
    and the persons executing this Agreement are legally authorized to and have full authority pursuant to properly authorized
    corporate resolutions to execute this Agreement and bind the Purchaser to the terms of this Agreement.


 


14.
Real Estate.


 


	 	A.
    	Corporation
    is leasing the business property at 3590 Hobson Road, Woodridge, 11. 60517 (“Business Address”) at a rate of $1,815
    per month, with approximately one (1) month remaining on the lease; and
	 	 	 
	 	B.	The
    Business Address shall remain the principal business location of the Subject Corporation during the tem1 of the Employment
    Contracts referenced below.


 


15. Employment
Contracts.


 


Purchaser
will, if it so chooses, execute employment contracts with desired employees, as described in Exhibit “A” attached
hereto.


 


16.
Assets of the Subject Corporation


 


Attached
hereto as Exhibit “B” is a list of SCI’s current assets, including information, where applicable, regarding
any leases or encumbrances which may relate to any such assets; SCI’s shareholders warrant that assets will not be sold,
encumbered, or acquired by SCI except in the normal and customary conduct of the businesses of the Subject Corporation during
the term of this Agreement.


 


17.
Confidentiality.


 


The
parties agree that the terms and conditions of this Agreement and its exhibits are confidential between the parties and may not
be disclosed to any third persons without the written consent of both parties except to the extent necessary to perfom1the obligations
of this Agreement or as required by law or as already known in the public domain.


 


18. Litigation.


 


Seller’s
represent that there is no litigation or proceedings pending to their knowledge against or relating to the Subject Corporation
other than as has been disclosed to Accelera Innovations Inc in writing; nor does Seller know nor have reasonable grounds to know
of any basis of any additional action or governmental investigation relative to the Subject Corporation, or its properties or
businesses.


 


19.
Notices.


 


Any
notice or demand required or desired to be given under this Agreement shall be in writing and shall be personally served or in
lieu of personal service may be given at the addresses and/or fax numbers set forth herein or otherwise known to the parties.
Any party may change its address or fax number by giving notice in accordance with the provisions of this section.


 


Such
notice shall be deemed as received on the third business day after mailing by certified mail; or on the day after being sent
next day delivery by a recognized overnight delivery service; or on the day sent by facsimile transmission provided that the
sender can show proof of such transmission and provided that an original of such notice is mailed by first class or certified
mail, proper postage prepaid, within two business days of such facsimile transmission.


 






    	 



    	8



    

 


Notices
may be sent as follows or as otherwise directed by either party:


 


	 	SCI
    HOME HEALTH	 	Accelera Innovations
Inc
	 	Attn: Mark D.
    Olson, Esq.	 	Attn: Daniel Freeman
	 	#2550 - 161 North
    Clark St.	 	20511 Abbey Drive
	 	Chicago, IL 60601	 	Frankfort IL 6042
	 	 	 	 
	 	Phone: 312-202-3275	 	Phone: 866/866-0758
	 	Fax: 312-202-3201	 	Fax: 708/478-5457


 


20.
Miscellaneous.


 


A.
Entire Agreement/Venue. This Agreement, together with its Exhibits attached hereto and made a part hereof, constitutes
the entire agreement between the parties and supersedes and takes precedence over any prior agreement(s) between the parties,
whether written or oral. This Agreement may be modified or altered only by the prior written consent of all parties or their legal
representatives. The failure of any party to enforce any provision of this Agreement shall not be construed as a modification
or waiver of any of the terms of this Agreement, nor prevent that party from enforcing each and every term of this Agreement at
a later time. This Agreement shall be construed according to the laws of the State of Illinois and any litigation relating to
this Agreement shall be commenced in Will County, Illinois.


 


B.
Survival. All the agreements, representations, warranties, indemnifications and undertakings herein contained shall survive
the Initial Closing of this transaction shall be binding upon and inure to the benefit of the parties hereto and their respective
representatives, heirs, executors, administrators, successors, and assigns, as though they were in all cases named.


 


C.
Prevailing Party Recovers Costs. In the event of litigation between the parties relating to this Agreement, the non-prevailing
party shall reimburse the prevailing party for the prevailing party’s costs of enforcing this Agreement through an appeals
process, including reasonable attorneys’ fees and expenses.


 


D.
Severability/Blue Pencil. In the event that ru1y of the provisions or portions of this Agreement are held to unenforceable
or invalid by any court of competent jurisdiction, the validity of the remaining portions and provisions shall not be affected,
and thereby held to be enforceable and valid and the balance of the Agreement shall be construed to invalidated section may be
rewritten by a court of law to achieve the intent of the invalidated portion as nearly as is legally possible.


 


E.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute this Agreement. Multiple copies of this Agreement may be separately executed by the parties
and shall together constitute one Agreement.


 


F.
Broker. The Parties acknowledge that George Mabulay (Broker) has acted as a broker in this transaction and is entitled
to a commission in accord with his agreement with SCI.


 



    	 



    	9



    




 


The
parties do not intend to confer any benefit hereunder on any person or party other than the parties hereto and their successors
as described herein.


 


IN
WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written,


 


	Sellers
    (Shareholders): 	 	Purchaser:
	Ethel
    dela Cruz	 	Accelera
    Innovations Inc
	Virgilia
    Avila	 	 
	Ma Lourdes
    Reyes Celicious Cristina Soriano	 	 
	Michelle Cartas
    	By:	/s/
    Cindy Boerum 
	Jimmy Lacaba	 	Cindy
    Boerum CSO/President


 


	By:	/s/
    Leopoldo Celicious, Jr.	 
	 	Leopoldo Celicious,
    Jr.	 
	 	Lawfully Appointed
    Power of Attorney For the 6 named Shareholders	 


 


Final
Closing date October 7, 2014


 


	By:	/s/ Leopoldo Celicious, Jr.	 
	 	Leopoldo Celicious, Jr (Seller) SCI (Advance Lifecare Home Health)	 



 


	By:	/s/
    Cindy Boerum	 
	 	Cindy
    Boerum CSO/President (Purchaser) Accelera Innovations Inc	 


 




    	 



    	 



    


 


[EXHIBIT
A INTENTIONALLY OMITTED] 


 


EXHIBIT
B


 


LIST OF
ACCOUNTS RECEIVABLE BELONGING TO ADVANCE LIFECARE HOME HEALTH


 


	1.
    Illinois Dept.of Employment Securities	-
    Over-payment refund	$
    1,775.83
	2.
    Illinois Dept.of Revenue	-
    Over payment refund	$
    3,299.34
	3.
    United States Treasury	-
    Abatement of penalty	$
    20,000.00
	4.
    Palmetto	-
    RAP	$
    1,932.72
	5.
    Palmetto	- Final
    Claim	$
    4,537.51
	6.
    Palmetto	-
    RAP	$
    21,469.82
	7.
    Advanced Life Management	-
    Security Deposit (rent)	$
    1,851.30
	8.
    Advanced Life Management	-
    VisiTrak Oct-Dec 2014	$
    597.00


 



    	 



    	 



    


 


	Accounts Payable (ESTIMATE) for services up to September 30, 2014	ADVANCE
LIFECARE HOME HEALTH




 





	ACCOUNT	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DATE	REFERENCE	 	TYPE	 	MEMO	 	ACCOUNT	 	Column 1	Column 2	Column 3	 	 
	 	 	 	 	 	 	 	ABILITY WORKS REHAB	 	$850.0	 	 	 	 
	 	 	 	 	 	 	 	HOMELINE MEDICAL INC	 	$230.00	 	 	 	 
	 	 	 	 	 	 	 	BONES AND ASSOCIATES	 	$110.00	 	 	 	Column 1
	 	 	 	 	 	 	 	ESOLUTIONS	 	$215.00	 	 	 	Column 2
	 	 	 	 	 	 	 	KONICA	 	$250.00	 	 	 	 
	 	 	 	 	 	 	 	MIDWEST INSURANCE	 	$210.50	 	 	 	 
	 	 	 	 	 	 	 	OPTIMAL CHOICETHERAPY	 	$270.00	 	 	 	 
	 	 	 	 	 	 	 	OT SERV OF IL	 	$2,500.00	 	 	 	 
	 	 	 	 	 	 	 	PITNEY BOWERS	 	$110.00	 	 	 	 
	 	 	 	 	 	 	 	PIVOTAL HEALTHCARE	 	$350.00	 	 	 	 
	 	 	 	 	 	 	 	REHAB MAXX	 	$350.00	 	 	 	 
	 	 	 	 	 	 	 	SAVE RITE MEDICAL	 	$98.00	 	 	 	 
	 	 	 	 	 	 	 	Ending balance	 	$5,543.50	$0.00	$0.00	 	 



 






    	 



    	 



    


 





OFFICE
FURNITURE / EQUIPMENT’S


 





	ITEM	 	BRAND	QTY	 
	 	 	 	 	 
	CONFERENCE	TABLE	 	1	 
	 	CHAIRS	 	8	 
	 	 	 	 	 
	COMPUTER	TABLE	 	7	 
	 	CHAIRS	 	4	 
	 	CPU/MONITOR (SET)	 	6	 
	STAMP MACHINE	 	PITNEY BOWES	1	 
	VIDEO SECURITY SYSTEM WITH	 	 	 
	MONITOR AND DVR	 	SAMSUNG	4 	CAMERAS
	 	 	 	2 	DOME
	STEEL CABINET	WITH LOCK	 	2	 
	 	WITHOUT LOCK	 	4	 
	STEEL DIVIDER	8FT	 	2	 
	 	4FT	 	1	 
	DOCUMENT SHREDDER	 	 	1	 
	COFFEE MAKER	 	KEUREG	1	 
	WATER DISPENSER	 	WHIRLPOOL	1	 
	COPIER MACHINE	 	KONICA	1	 
	ART WORK FRAMES	 	 	5	 
	OFFICE WALL CLOCK	 	 	2	 
	PRINTER	 	HP	1	 
	 	 	BROTHER	1	 
	OFFICE TELEPHONE	 	RCA	6	 
	WHITE BOARD	 	 	1	 
	EMPLOYEES TIME & ATIENDANCE	 	 	 
	 	 	TIMEPILOT	1	 
	ID BADGE MAKER	 	MAGICARD	1	 
	IPHONES	 	 	1FOR ON-CALL
	 	 	 	1FIELD
	 	 	 	1OFFICE