SECOND
AMENDMENT TO LICENSING AGREEMENT


 


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”.


 


BACKGROUND


 


A.
Synergistic and the Company are the parties to that certain Licensing Agreement dated August 22, 2011 and the First Amendment
to Licensing Agreement dated April 13, 2012 (collectively, the “Agreement”); and


 


B.
The parties desire to amend certain parts of the Agreement as set forth below.


 


NOW,
THEREFORE, in consideration of the execution and delivery of the Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.Section
2.1(a) is hereby amended by deleting the current Section 2.1(a) and replacing it with the following new Section 2.1(a):


 


2.1
Grant of License:


 


(a)
Licensor hereby grants to Licensee a non-exclusive, non-transferable, license for use in the Territory, with a limited right of
sublicense, as set forth in Section 2.1(e) below, to allow the Licensee to use the Intellectual Property to make, use, and apply
the Technology in the course of Licensee’s business, which, in the absence of the License, would infringe Licensor’s
intellectual property;


 


2.Section
2.2, Exclusive Rights, is hereby deleted.


 


3.Section
3.1 is hereby amended by deleting the current Section 3.1 and replacing it with the following new Section 3.1:


 


ARTICLE
3


 


DISTRIBUTION
AND COMMERCIALIZATION


 


LICENSE
FEES


 


3.1 License
Fees. Licensee shall pay Licensor the sum of $10,000.00 upon completion and acceptance of each installation of the Software
at a location for each affiliate or subsidiary of Licensee and the sum of $10,000.00 on each anniversary after each such installation
during the period of time in which the Software is used at such location (the “License Fee”). Licensee shall be responsible
for the reasonable installation costs incurred by Licensor in connection with the installation and set up of the Software as required
by Licensee. The License Fee may be paid in cash or the Licensee’s common stock.


 


4.Article
4 is hereby amended by deleting Sections 4.1(a), (b), (c), (d), (e) and (f) of such Article.


 




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5.This
Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the
Agreement. All initial capitalized terms used in this Amendment shall have the same meaning as set forth in the Agreement unless
otherwise provided. Except as specifically modified hereby, all of the provisions of the Agreement which are not in conflict with
the terms of this Amendment shall remain in full force and effect.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


 


	Synergistic Holdings, LLC 		Accelera Innovations, Inc.
	 	 	 	 	 
	By:	/s/ Geoffrey
    Thompson 	 	By:	/s/
    John L. Wallin
	Print
    Name:	Geoffrey
    Thompson 	 	Print
    Name:	John
    L. Wallin
	Its:	Chairman	 	Its:	CEO



 



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