0001078782-15-001770 Sample Contracts

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • November 9th, 2015 • Accel Brands, Inc. • Measuring & controlling devices, nec • New York

This Securities Exchange Agreement (this “Agreement”) is dated as of October 30, 2015, by and among Accelpath, Inc. (the “Seller”), Affinity Beverage Group, Inc. [f.k.a. Strategic Rare Earth Metals, Inc.] (the “Purchaser”), and Village Tea Distributors, Inc., a Texas corporation (the “Company”).

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EXCHANGE AGREEMENT
Exchange Agreement • November 9th, 2015 • Accel Brands, Inc. • Measuring & controlling devices, nec • New York

THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is effective as of October __ by and among Accelpath, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s Series J Preferred Stock listed on Exhibit A attached hereto (each a “Holder” and collectively, the “Holders”).

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