Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT


 


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.


 


WITNESSETH


 


WHEREAS,
GRACE HOME HEALTH CARE, Inc. (“GRACE”) is engaged in the business of providing home health care services for behavioral
health, seniors, children, skilled nursing, therapists, wellness education, physical assistance, and special care situations;
and


 


WHEREAS,
Purchaser is a Delaware corporation in good standing; and


 


WHEREAS,
Purchaser is engaged in the business of owning and operating Post-Acute Care Companies; and


 


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


 


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, 


Parties
agree as follows:


 


1.
Sale of Shares of Stock


 


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


 


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


 


50%
  Angelito D. Cadiente, 4224 Sebren Ave. Lakewood, CA 90713


50%
  Loida F. Cadiente, 4224 Sebren Ave. Lakewood, CA 90713


 


Current
Shareholders of GRACE shall execute a non-compete agreement at the final closing, agreeing not to compete with Purchaser for a
period of Two (2) years from the final closing.


 


Current
shareholders of GRACE shall deliver 2013 and 2014 audited financials on an accrual basis with an Accelera approved Auditing Firm
completed within 60 days post closing date. The audits will be reimbursed by Accelera Innovations at completion.


 



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2.
Consideration and Deposits. 


 


Consideration
to the record shareholders shall consist of a basic payment of $5,250,000.00 to Shareholders or assignee, with payments made as
follows:


 


	 	A.	Purchaser
    shall deposit by wire transfer to a bank account selected by Sellers a sum equal to Two Million Six Hundred and Twenty-Five
    Thousand Dollars ($2,625,000.00) at final closing date.
	 	 	 
	 	B.	Purchaser
    shall deposit by wire transfer to a bank account selected by Sellers a sum equal to One Million Three Hundred Twelve Thousand
    Five Hundred Dollars ($1,312,500.00) six months from the closing date.
	 	 	 
	 	C.	Purchaser
    shall deposit by wire transfer to a bank account selected by Sellers a sum equal to One Million Three Hundred Twelve Thousand
    Five Hundred Dollars ($1,312,500.00) twelve months from closing date.


 


3.
Closings.


 


	 	A.	The
    Final Closing date shall be on or before January 15, 2015, and the execution of the Stock Purchase Agreement and related documents
    shall occur at 1739 Termino Ave Long Beach, CA 90804 and seller shall give purchaser an additional forty-five (45) days to
    secure funding if purchaser gives seller the request for such additional days on or before December 15, 2014.
	 	 	 
	 	B.	Deliveries
    at Closing:


 


1.
By: Seller


 


	 	i)	Copy
    of Asset List attached hereto as Exhibit “A”; and
	 	 	 
	 	ii)	Documentation
    that GRACE is an California Corporation in good standing; and 
	 	 	 
	 	iii)	Copies
    of the GRACE’s Articles of Incorporation, as amended if amended, and By-Laws, as amended if amended; and
	 	 	 
	 	iv)	Executed
resolutions of the GRACE’s Board of Directors approving of this transaction; and
	 	 	 
	 	v)	Standard
Stock Assignments to complete the transfer of shares from GRACE’s shareholders to Purchaser;
	 	 	 
	 	vi)	All
    GRACE’s business and accounting records (while maintaining copies of same as may be needed for tax or other legal matters);
    and
	 	 	 
	 	vii)
    	Possession
    of real and personal property owned or leased by GRACE; and
	 	 	 
	 	vii)	State
    UCC searches showing no encumbrances on GRACE’s assets.
	 	 	 
	 	viii)	Copies
    of executed employment agreements between (a) Accelera and (b) Desired Employee’s in the forms attached as Exhibit
    “B”


 


3.
By: Purchaser


 


	 	i)	Wire
    transfer of Two Million Six Hundred Twenty-Five Thousand Dollars ($2,625,000.00) on closing and
	 	 	 
	 	ii)	Copies
    of the Purchaser’s Articles of Incorporation, as amended if amended; and
	 	 	 
	 	iii)
    	Executed
    resolution of Purchasers Directors approving this transaction;


 



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4.
Operation of Subject Corporations Businesses.


 


GRACE’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. GRACE agrees not 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.


 


5.
Default by Purchaser.


 


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


  


	 	A.	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 GRACE sending Purchaser Notice of such failure;
	 	 	 
	 	B.	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;
	 	 	 
	 	C.	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;
	 	 	 
	 	D.	Purchaser
    admission in writing of its inability to pay its debts generally as they become due;
	 	 	 
	 	E.	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 GRACE.


 


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


 


	 	A.	If
    GRACE 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 answer 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 GRACE as a bankrupt or appointing a receiver or trustee of any of them or of any substantial
    portion of any of their 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; 



 






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	 	C.	If
    any material representation or omissions made by GRACE in writing is found to be false or incorrect in any material way or
    materially misleading at the time it was made; 
	 	 	 
	 	D.	Encumbering
    or transferring any material portion of its property in such a way that it would materially negatively impact the value of
    its assets; and
	 	 	 
	 	E.	GRACE’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 GRACE 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.


 


12A.
GRACE Hold Harmless. 


 


GRACE
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.
GRACE represents and warrants that:


 


	 	(i)	GRACE
    is in good standing as a California Corporation; 
	 	 	 
	 	(ii)	GRACE
    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;



 






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	 	(iii)	GRACE
    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 GRACE 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)	GRACE
    has not since July 9, 2014 and will not during the term of this Agreement revise their methods of doing business, accounting,
    or financial reporting;
	 	 	 
	 	(vi)	GRACE
    will comply with all governmental requirements during the term of this Agreement; and 
	 	 	 
	 	(vii)	GRACE’s
    shareholders are legally authorized to and have full authority to execute this Agreement and bind the GRACE to the terms of
    this Agreement.


 


B.
Purchaser represents and warrants that:


 


	 	(i)	Purchaser
    is in good standing as a Delaware corporate 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;
	 	 	 
	 	(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 739 Termino Avenue, Long Beach, California 90804 (“Business Address”) at a
    rate of $7,500.00 per month, with approximately two (2) months remaining on the lease, this is an automatic year to year lease;
    and
	 	 	 
	 	B.	The
    Business Address shall remain the principal business location of the Subject Corporation during the term of the Employment
    Contracts referenced below.


 


15.
Employment Contracts.


 


Purchaser
will continue to support all existing employment agreements with GRACE’s FTE’s. The current CEO, Angelito D. Cadiente
and the Administrator, Loida F. Cadiente may continue in their current positions, but not salaried post- closing date. Angelo
L. Cadiente, will be transitioned to the CEO position, employment agreement attached as Exhibit “B”.


 


16.
Assets of the Subject Corporation.


 


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


 



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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 perform the 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 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.


 


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


  


	 	GRACE
    HOME HEALTH CARE, Inc.	ACCELERA
    INNOVATIONS Inc.
	 	Attn:
    Angelito D. Cadiente 	Attn:
    Cindy Boerum
	 	1739
Termino Ave. 	20511
    Abbey Drive
	 	Long
Beach, CA 90804	Frankfort
    IL 6042
	 	 	 
	 	Phone:
562-498-0203	Phone:
    866/866-0758
	 	Fax:
562-498-0223	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.


 



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B.
Survival. All the agreements, representations, warranties, indemnifications and undertakings herein contained shall
survive the Closing of this transaction and 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 any 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 and any 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.


 


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 


 


	Sellers (Shareholders):  	 	Purchaser:
	Angelito D. Cadiente  	 	Accelera
    Innovations, Inc.
	Loida F. Cadiente	 	 
	 	 	 	 	 
	By:	/s/
    Angelito D. Cadiento	 	By:	/s/
    Cindy Boerum
	  	Angelito
    D. Cadiento, CEO   	 	 	Cindy
    Boerum/CSO, President       
	Date:
    	 	 	Date:	 
	 	 	 	 	 
	By:
    	/s/
    Loida F. Cadiente	 	 	 
	 	Loida
    F. Cadiente, Administrator	 	 	 
	Date:	 	 	 	 



 



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Exhibit
A


 


GRACE
ASSETS


 


	1.	Medicare
    Provider License # 557613
	2.	Community
    Health Accreditation Program (CHAP) Certified
	3.	Clinical
    Laboratory Improvement Amendments # 05D0926649
	4.	Long
    Beach California Business License #BU20753700
	5.	Long
    Beach California Business License #BU21330950
	6.	California
    Department of Public Health License # 980000947
	7.	California
    Association of Health Services at Home 9CAHSAH #0110887
	8.	Referral
    Sources List
	9.	38
    FTE Skilled and Trained Office Staff
	10.	Non-Attached
    Office Furniture
	11.	Misc.
    Small office equipment
	12.	Computer
    Hardware System
	13.	EMR
    Software System


  




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Exhibit
B


 


GRACE
EMPLOYMENT AGREEMENTS


  




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EMPLOYMENT
AGREEMENT


 


This
employment Agreement is made and entered into on the closing date of the Purchase Agreement dated November 25, 2014 between GRACE
Home Health Care Inc located at 1739 Termino Ave, Long Beach, CA 90804 and Accelera Innovations Inc., or its assignee (which will
be a subsidiary or controlled Company of Accelera) located at 20511 Abbey Drive, Frankfort, IL 60423 (“Employer”),
and Angelo L. Cadiente (“Employee”).


 


In
consideration of the mutual covenants set forth herein, Employer agrees to hire Employee and Employee agrees to the employment
for Employer per the terms and conditions of this Agreement.


 


I.
DURATION:


 


This
Agreement shall be for a period of three (3) years beginning on the closing date of the Purchase Agreement dated November 25,
2014.


 


II.
DUTIES:


 


Employee
shall be employed in the position of Chief Executive Officer, with attendant responsibility as Administrator for GRACE
Home Health Care.


 


The
job function of this position is to provide general management to the operations, including the growth of the business unit.


  


III.
BEST EFFORTS:


 


Employee
shall devote reasonable and necessary time, attention, knowledge, and skills to the interest of Employer’s business and
shall use his best efforts in doing so. 


 


IV.
PLACE AND HOURS OF EMPLOYMENT:


 


Employee
agrees that his employment shall be primarily conducted from the Employer’s offices in Long Beach, CA, although travel
may, as circumstances dictate, be necessary to carry out his duties. Employee will devote as much time as necessary to
effectively carry out his duties in a normal, usual, and customary work week.


 


V.
PERFORMANCE:


 


Employee
shall use his best efforts to maintain and manage all current and future patients.


 


VI.
COMPENSATION:


 


Employee
shall be compensated at the rate of One Hundred and Seventy-Five Thousand Dollars ($175,000) per annum, payable beginning
on closing of the Purchase Agreement dated November 25, 2014 at which time Employer will own and operate the Company. Employer
shall deduct or withhold from said compensation any and all sums required for federal and state income and social security taxes,
as well as any other legitimate tax required by law. Salary increases shall be based on job performance and shall be renegotiated
annually.


 


As
additional consideration, Accelera agrees to give Employee bonuses which will be paid as follows: bonus will be 5% of the increase
in gross revenue from the base gross revenue earned in the previous year. Employee shall receive an additional bonus of 10% of
the base EBITDA increases from the base EBITDA in the previous year. The bonus will be paid in 2016, however for calculation of
the base year 2014 will be used for the first bonus, thereafter the prior year will be used for the base year. 


 


VII.
SALARIED STATUS:


 


Employee
understands and agrees that he is a salaried employee of management status, and as such is not entitled to overtime wages
unless under special circumstances and specifically agreed to in writing.


 






    	 



    	 



    




 


VIII.
EXPENSE REIMBURSEMENT:


 


Employee
shall be entitled to reimbursement for any and all expenses authorized and reasonably incurred in the performance of the functions
of his duties. Employee must timely provide Employer with an itemized account of all expenditures and with receipts therefor.



 


IX.
BENEFITS:


 


If
or when not provided directly by GRACE Home Health Care, Employer will supply or continue payment of Employee’s health insurance
plan(s) during the term of this Agreement.


 


X.
VACATION:


 


Employee
is entitled to four (4) weeks paid vacation annually plus all federal and state holidays.


 


XI.
SICK DAYS:


 


Employee
shall be granted twelve (12) sick days per calendar year, which shall cumulate from year to year. In the event Employee requires
surgery, or additional sick days are required, Employee shall seek prior written approval.


 


XII.
INSURANCE:


 


If
or when not provided by GRACE Home Health Care, Employer shall continue to pay for health insurance and benefits with the same
or better benefits as are currently provided to Employee.


 


XIII.
EMPLOYMENT AGREEMENT TERM: 


 


This
Agreement shall be in effect for a period of thirty-six (36) months from its execution. This Agreement shall automatically be
renewed for successive One Year periods from the date of expiration unless Thirty (30) day notice to the contrary is provided
by either Party.


 


XIV.
COVENANTS:


 


Employee
agrees to not use, disclose, or communicate in any manner, proprietary information about Employer or GRACE Home Health Care, or
their operations, clientele, or any other proprietary information that relates to the business of Employer or GRACE Home Health
Care, or their customers, marketing strategies, trade secrets, or other information which is identified in writing to Employee
as being “Confidential Proprietary Information”. This section shall not apply to information that is (a) otherwise
in the public domain, (b) developed by or already known to Employee, or GRACE Home Health Care (c) required to be disclosed by
any court of law or governmental agency, or (d) that is provided to employees and/or agents of Employer or GRACE Home Health Care,
including but not limited to accountants and attorneys.


 


XV.
NON-SOLICITATION OF CUSTOMERS:


 


For
a period of one (1) year following termination of employment of Employee by Employer for any valid reason, Employee shall not
solicit third party customers or clients of Employer.


 


XVI.
NON-RECRUITMENT OF EMPLOYEES:


 


For
a period of one (1) year following termination of employment of Employee by Employer for any valid reason, Employee shall not
recruit any of Employer’s employees for the purpose of any third party outside business.


 


XVII.
RECORDS AND ACCOUNTS:


 


Employee
agrees that all records and accounts maintained during the course of employment pursuant to this Agreement (a) are the property
of Accelera Innovations or its assignee, (b) shall remain current, and (c) shall be maintained at Employer’s place of business.


 






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XVIII.
RETURN UPON TERMINATION:


 


Employee
agrees that upon termination of this Agreement, he shall return to Employer all of Employer’s property,
including, but not limited to, intellectual property, trade secret information, customer lists, operation manuals, records, accounts,
materials subject to copyright by Employer, Employer trademark or patent protection, customer and Employer information, credit
cards, business documents, reports, and any and all other property of Employer.


 


XIX.
INDEMNIFICATION FOR THIRD PARTY CLAIMS:


 


Employer
agrees to hold harmless, indemnify, defend, and save Employee from and against all claims, liabilities, causes of action, damages,
judgments, attorneys’ fees, court costs, and expenses which arise out of Employee’s normal course of performance of
his duties, or occasioned by Employer.


 


XX.
ATTORNEYS’ FEES AND COSTS:


 


Employee
and Employer agree that should any action instituted by either party against the other regarding the enforcement of the terms
of this Agreement, the non-prevailing party shall reimburse the prevailing party for the prevailing party’s expenses relating
to such action, including reasonable attorneys’ fees and expenses through all appeals thereof.


 


XXI.
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 Subsection.


 


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.


 


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


 


	Employer:    	Employee:
	Accelera
    Innovations Inc.  	Angelo
    L. Cadiente
	20511
    Abbey Drive     	3849 Lomina Ave.   
	Frankfort
    IL 60423 	Long
    Beach, CA 90808


 


XXII.
ENTIRE AGREEMENT:


 


This
Agreement represents the complete and exclusive statement of the Employment Agreement between the Employer and Employee. No other
agreements, covenants, representations, or warranties, express or implied, oral or written, have been made by the parties concerning
this Employment Agreement.


 


XXIII.
PRIOR AGREEMENTS:


 


This
agreement supersedes any and all prior agreements or understandings between the parties involving employment of Employee by Employer,
including letters of intent or understanding, except for those documents specifically referred to within this Agreement.


 


XXIV.
MODIFICATIONS:


 


Employer
and Employee agree that this Agreement constitutes the entirety of the Employment Agreement between the parties. Any modifications
to this Agreement may only be done in writing and must be signed by Employee and an officer of Employee.


 






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XXV.
SEVERABILITY:


 


To
the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected
thereby and shall remain in full force and effect, and thereby held to be enforceable and valid; and the balance of this Agreement
shall be construed to, and any invalidated section may be rewritten by a court of law to, achieve the intent of the invalidated
portion as nearly as is legally possible. 


 


XXVI.
WAIVER OF BREACH:


 


The
waiver by either party of a breach of any provision of this Agreement by the other party shall not operate as a waiver of any
subsequent breach, and shall not be deemed a change in the terms of this Agreement. No waiver shall be valid unless approved in
writing and signed by the waiving party. 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.


 


XXVII.
AMBIGUITIES:


 


The
parties agree that they have had opportunity for legal advice in executing this Agreement, and each party hereto therefore agrees
that any ambiguity created by this document will not be construed against the other party.


 


XXVIII.
CHOICE OF LAW, JURISDICTION, AND VENUE:


 


Employer
and Employee agree that this Agreement shall be interpreted and construed in accordance with the laws of the State of Illinois
and that should any actions be brought against either party related to the terms or conditions of this Agreement, such actions
shall be brought within a court of competent jurisdiction within DuPage County, Illinois. 


 


XXIX.
STATUTE OF LIMITATIONS:


 


Each
party shall one year following termination of this Agreement to make any claims or institute any causes of action for damages
relating to this Agreement.


 


XXX.
ATTORNEY REVIEW:


 


Each
party warrants and represents that it has had the opportunity to rely on legal advice from an attorney of its choice, so that
the terms of this Agreement and their consequences could have been fully read and understood by such party.


 


XXXI.
ASSIGNMENT:


 


Employee
understands that Employer may assign this Agreement to any entity which is owned or controlled by Accelera Innovations, Inc. and
that its terms shall remain binding on both parties.


 


XXXII.
COORDINATION WITH ACCELERA INNOVATIONS, INC.


 


Employee
understands that Employer may direct Employee to perform functions for or on behalf of Accelera from time to time based on agreement(s)
by Employer regarding same.


 


XXXIII.
MISCELLANEOUS:


 


This
Agreement is binding on the successors, heirs, and assigns of each party hereto. 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.


 




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Dated
this 25th day of November, 2014


 


	Employer:    	 	 Employee:
	Accelera
    Innovations Inc. 	 	 
	 	 	 
	/s/
    Cindy Boerum	 	/s/Angelo
    Cadiente 
	by:
    Cindy Boerum      	 	Angelo L. Cadiente 


 






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