Xcelerate, Inc. Sample Contracts

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RECITALS
Management Services Agreement • February 4th, 2005 • Union Dental Holdings, Inc. • Finance services • Florida
RECITALS:
Asset Purchase Agreement • May 24th, 2005 • Union Dental Holdings, Inc. • Finance services • Florida
RECITALS:
Asset Purchase and Sale Agreement • January 4th, 2005 • National Business Holdings Inc • Finance services • Florida
Form OF
Management Service Agreement • May 10th, 2005 • Union Dental Holdings, Inc. • Finance services • Florida
Patent License Agreement
Patent License Agreement • September 24th, 2024 • Xcelerate, Inc. • Services-health services • South Carolina

THIS PATENT LICENSE AGREEMENT (hereinafter referred to as the "Agreement") is made by and between Xcelerate, Inc. a Florida publicly traded corporation with principal offices at 110 Renaissance Circle Mauldin, SC 29662, being referred to herein as the ("Licensee") and Consulting Group of Jocassee, Inc. a South Carolina corporation with principal offices at 582 Gravely Rd. Pickens, SC 29671, being referred to herein as the ("Licensor")

FORM OF SERVICE AGREEMENT By and Between UNION DENTAL CORP. and COMMUNICATION WORKERS OF AMERICA ("CWA") LOCAL #____
Service Agreement • May 10th, 2005 • Union Dental Holdings, Inc. • Finance services
SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • September 22nd, 2023 • Xcelerate, Inc. • Services-health services • Delaware

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of July 20, 2023 (the “Effective Date”), is by and among Xcelerate Inc., a Florida corporation (“XCEL”) and John Jay Kline, individually (“Kline”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

SAAS RESELLER AGREEMENT THIS SAAS RESELLER AGREEMENT (this “ Agreement ”) is made and entered into by and between AdviNow Medical, Inc (“ ANM ”), a Delaware corporation, and Afiya Sasa Africa , LLC . (“ Reseller ”), a Wyoming Limited Liability company...
Saas Reseller Agreement • January 19th, 2024 • Xcelerate, Inc. • Services-health services

Advinow Medical Confidential 1 . SAAS RESELLER AGREEMENT Addendum THIS SAAS RESELLER AGREEMENT Addendum to the Agreement (this “Addendum ”) is made and entered into by and between AdviNow Medical, Inc (“ ANM ”), a Delaware corporation, and Afiya Sasa Africa , LLC . (“ Reseller ”), a Wyoming Limited Liability company . This Agreement iseffective as of August 21 , 2023 (the “Effective Date”) . This Addendum is to the agreement between ANM and Reseller signed on October 21 , 2021 and applies to Exhibit A “Exclusivity Schedule” . ANM and Afiya Sasa Arica, LLC agree that due to unforeseen events with both parties that Exhibit A will be amended as follows (see Exhibit A below) : IN WITNESS WHEREOF , the parties have caused this AmendedAgreement to be executed by their duly authorizedrepresentatives. “ANM” AdviNow Medical, Inc. By: Name: James Bates Title: CEO Date: Aug 25, 2023 Address: 6813 E Doubletree Ranch Rd Paradise Valley, AZ 85253 USA Attention: Email: james.bates@advinow.com “RESELL

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RECITALS
Business Affiliate Agreement • February 4th, 2005 • Union Dental Holdings, Inc. • Finance services
Binding Patent Purchase Agreement
Patent Purchase Agreement • September 22nd, 2023 • Xcelerate, Inc. • Services-health services • Florida
STOCK REPURCHASE & DEBT REPAYMENT AGREEMENT
Stock Repurchase & Debt Repayment Agreement • September 22nd, 2023 • Xcelerate, Inc. • Services-health services • California

THIS STOCK REPURCHASE & DEBT REPAYMENT AGREEMENT (“Agreement”) is made and entered into as of June __, 2023 (“Effective Date”), by and between ESN Group, Inc., a California corporation (“Purchaser” or “Company”), on the one hand, and Kenneth Grand, as an individual (“KG”) and as Trustee of the Kenneth Grand Living Trust Dated 6-13-07 (“Seller” or “Grand”), on the other hand. KG and Grand are hereinafter referred to jointly as the “Grand Parties”. Grand and the Company are referred to herein together as the “Parties” and each as a “Party”.

MEMBERSHIP INTEREST PURCHASE AGREEMENT AfiyaSasa Africa, LLC / Xcelerate
Membership Interest Purchase Agreement • September 22nd, 2023 • Xcelerate, Inc. • Services-health services • Wyoming

This Membership Interest Purchase Agreement (this “Agreement”), effective December ___, 2021 (the “Effective Date”), is hereby entered into by AfiyaSasa Africa, LLC, a Wyoming limited liability company (“ASA”), and Xcelerate, Inc., a Florida corporation, (“Xcelerate”). ASA and Xcelerate are collectively hereinafter referred to as the “Parties”, and each a “Party”.

STOCK PURCHASE & SALE AGREEMENT
Stock Purchase and Sale Agreement • September 22nd, 2023 • Xcelerate, Inc. • Services-health services • California

THIS STOCK PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of June __, 2023 (“Effective Date”), by and between Kenneth Grand, Trustee of the Kenneth Grand Living Trust (“Seller” or “Grand”) and Xcelerate, Inc., a Florida corporation (“Purchaser” or “Xcel”) (together, the “Parties”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • January 19th, 2022 • Xcelerate, Inc. • Services-health services • Florida

In connection with your offer and our subscription of ($ ) in principal amount to purchase _________________________ shares of Common Stock, par value $____. per share (the "Shares”), of Xcelerate Inc., a Florida corporation (the "Company"), at a purchase price of $_____ per Share, the undersigned subscriber hereby represents, warrants, covenants and agrees with you that at the time of such offer and subscription and as of the date of this agreement:

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