Table of Contents

United States

Securities And Exchange Commission

Washington, D.C. 20549

FORM 1-SA

☒  SEMI-ANNUAL REPORT PURSUANT TO REGULATION A

or

☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semiannual period ended June 30, 2023

110 Renaissance Circle

Mauldin, South Carolina 29662

(Full mailing address of principal executive offices)

854-900-2020

(Issuer’s telephone number, including area code)

TABLE OF CONTENTS

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Semi-Annual Report on Form 1-SA (the “Report”) that are forward-looking statements within the meaning of the federal securities laws. The words “outlook,” “believe,” “estimate,” “potential,” “projected,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “could” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Report or in the information incorporated by reference into this Report.

The forward-looking statements included in this Report are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.

Item 1.       Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview and History

Xcelerate, Inc. (“we,” “us,” “our” or the “Company”) was incorporated under the laws of the State of Florida on November 26, 1996, under the name Stirus Research & Development, Inc. On November 19, 1998, our name was changed to Mecaserto, Inc. Thereafter our name was changed to National Business Holdings, Inc. on May 4, 2004, and on May 28, 2004, the Company entered into a share exchange agreement with Shava, Inc., a reporting company under Section 12(g) of the Securities Exchange Act of 1934, as amended. On December 27, 2004, National Business Holdings, Inc. acquired Union Dental Corp. and Direct Dental Services, Inc. On May 1, 2005, the Company changed its name to Union Dental Holdings, Inc. On April 22, 2009, the Company filed a Form 15 with the SEC, terminating its reporting obligations under the Securities Exchange Act of 1934, as amended. On October 1, 2015, Union Dental Holdings, Inc. executed an Assignment for the Benefit of Creditors assigning all of its rights in its assets to a secured creditor. On October 5, 2016, the case was closed.

On January 6, 2020, without the knowledge or consent of the sole officer and director and controlling shareholder, an individual who had no approval or control filed a notice of reinstatement in Florida. Then on March 3, 2020, the same individual filed a name change to Oilvite, Inc. in an unauthorized attempt to gain control of the Company and otherwise engage in corporate identity theft. The individual’s efforts were discovered by the Company’s transfer agent who refused to take instructions from anyone other than the sole officer and director and control shareholder who she knew had not transferred control of the Company and ultimately the individual’s efforts were stopped without further damage or inconvenience. On July 13, 2020, the Company filed Articles of Amendment in Florida changing the name of the Company back to “Union Dental Holdings, Inc.” from Oilvite Inc.

Effective as of May 1, 2020, the former sole officer and director resigned as sole officer and director and appointed Michael F. O’Shea to hold his positions with the Company. Also, at this time he transferred all of his ownership in the Company to Michael F. O’Shea.

On October 23, 2020, we filed Articles of Amendment in Florida changing our name to “Xcelerate, Inc.”

Our principal place of business is located at is 110 Renaissance Circle, Mauldin, SC 29662. Our phone number is (854) 900-2020 and our website address is www.xcelerate.global.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Going Concern

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. We have a minimal operating history with no revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future.  See “Financial Statements and Notes.”

Business Overview and Plan of Operation

In May 2020, Michael O’Shea, our current CEO and a director, assumed control over our business affairs and began to implement a strategic change in our business plan that initially included two separate but related businesses within the medical industry, including (i) development of medical technology and virtual health to help patients in developing countries meet their medical needs by extending the reach of physicians through the technology; and (ii) owning and licensing the rights to various forms of medical equipment. In 2022, we expanded this business plan to include the marketing and sale of over-the counter healthcare products. See “Healthcare Products” below. As of the date of this Prospectus we are engaged in three related businesses within the medical, health and wellness sectors, including:

To fund these operations, in March 2022 we commenced an offering of our Common Stock pursuant to Regulation A promulgated under the Securities Act of 1933, as amended. This Offering closed in February 2023 after we sold 8,000,000 shares of our Common Stock at an offering price of $0.05 per share for aggregate gross proceeds of $400,000.

Healthcare Products

Effective July 26, 2023, we completed an acquisition of a majority interest in both ESN Group, Inc. (“ESN”) and California Skin Research, Inc., (“CSRI”), (collectively the “ESN Group”) and their portfolio of health care and skin care products, including Ceramedx® (www.ceramedx.com), the first natural ”plant based” ingredient therapeutic product and Earth Science Beauty (www.earthsciencebeauty.com). We acquired an aggregate of 51% interest in both of the aforesaid companies by subscribing for shares in ESN and purchasing shares from two of the former principals of the ESN Group. The former principal shareholders of each company have each retained a minority interest in both entities.

As part of these transactions, we also retained the services of John Jay Kline, the former President of the ESN Group of companies, who now continues to operate both companies on our behalf.

To acquire these interests we purchased shares directly from ESN, repaid outstanding debt and purchased shares from current shareholders. The aggregate cost of these acquisitions was approximately $463,000. We utilized our available cash, as well as loans from our management and principal shareholders, to fund these acquisitions. These loans were interest-free and are due upon demand. We issued an aggregate of 3 million shares of our common stock in consideration for these loans.

The financial statements of the ESN Group have not been audited. All references in this report relating to the financial information of the ESN Group are presented on an unaudited basis.

The ESN Group generated gross revenues of approximately $2.7 million during the fiscal year ended December 31, 2022, with a net loss of approximately $130,000. For the six months ended June 30, 2023, the ESN Group generated gross revenues of approximately $1,465,000 with a net loss of approximately $114,000.

Current margins tend to range between 43% - 65% of revenue depending on which channel we market through. We expect that as this business grows, these margins can be improved by lower costs of manufacturing and positioning more favorable contracts with retailers. However, there can be no assurance that we will be able to maintain or improve these margins.

ESN Group has been in the Personal Care Market since 2002, initially with just ESN’s Earth Science Naturals Brand of products. These plant-based ingredient cosmetics were initially sold through the “natural channel” of stores and chains, including but not limited to Whole Foods Markets, Sprouts Market, New Seasons Market, New Leaf Market, Fresh Thyme Markets, and Natural Grocers/Vitamin Cottage. Products include skincare, hair care, and body care alternatives.

Since its inception the ESN Group‘s business plan has been to utilize science to develop unique differentiated products made from plant-based ingredients. The business mantra remains “products that have created from the earth and perfected by science.” All products are clinically tested to meet stringent demands and requirements of the Personal Care Market governed by FDA guidelines. We believe that over the past decade there has been a recognition and increased consumer demand for natural plant-based personal care alternative to traditional products currently being offered in retail chains.

In 2018, ESN Group developed a unique brand of natural plant-based products/formulations in the therapeutic personal care market space to complement its beauty brand of Earth Science Naturals. The brand is Ceramedx. Ceramedx was developed to address the needs of sensitive dry skin and clinically diagnosed problems such as Atopic Dermatitis, Eczema and Psoriasis. The Ceramedx products are built on a unique proprietary technology (Riceramide 3) which incorporates plant-based ceramides and phospholipids, cholesterol, and fatty acids that mimic the skin’s natural moisture barrier. We believe Ceramedx is the first and only natural ceramide product offering in the market today. The brand was launched in 2018 and despite the COVID pandemic, Cermedx has gained a respectable position in the natural, conventional grocery and regional drug chains. Revenues attributable to Cermedx have increased from $156,000 in 2019, to over $698,000 during 2022, with nominal funds invested for advertising. While no assurances can be provided, we believe that with the available financial resources available to advertise and promote these products we can successfully increase these revenues significantly.

Having the initial natural alternative to solve skin issues has allowed the ESN Group to penetrate the natural and synthetic market.  The Ceramedx brand currently has 5 products and a pipeline of new products being developed.  Currently, the Body System (3 Products: Cleanser, Cream, & Lotion) is our leading shelf product.  In May 202, we introduced a facial system (2 products) that is quickly gaining popularity. Both systems are also being embraced by dermatologists for those patients seeking a natural alternative to OTC & traditional synthetic products. Our next product is expected to be a 3 product system for hair and scalp, which is expected to be released in the first calendar quarter of 2024.

In the beauty sector, our leading products include our Olive & Avocado Shampoo and Conditioning Hair Masque.  The Eye Make-up remover is a growing retail item due to its unique formulation.  Earth Science was one of the first marketers to introduce natural facial skincare targeted to specific skin types. These product sectors include Normal Skin (Essentials Line), Oily-Combination Skin (Purifying Line), and Dry Skin (Hydrating Line). All 3 sectors have new innovation of products coming to market in the next 6 months.

While no assurances can be provided, we believe that the following trends will impact the healthcare products markets for the foreseeable future:

Ceramedx is the 1^st natural alternative to CeraVe, Eucerin, and/or Cetaphil, the leading skincare products on the market.

ESN Group brands are offered and sold into the following US & Canadian markets:

Products have proprietary formulas owned by us and manufactured currently by 3 key contract manufacturing partners in Southern California. As our growth strategy evolves we intend to expand to additional contract manufacturers in the Midwest and east. This should provide a faster response to customer demands and reduce overall distribution costs.

Sales and Marketing

To date, ESN has utilized an independent broker network of approximately 350 persons to support its sales and marketing efforts. This network included 3 independent agencies, including Acosta, for the area west of the Mississippi, Maximum Marketing, for east of the Mississippi and Purity Life, who handles Canada. We pay a standard broker commission of 5% of net revenue.

While we intend to continue to utilize our independent broker network, we also intend to expand our marketing efforts into direct marketing to retail and certain target markets. In August 2023, we signed a strategic marketing agreement with ProductSector, LLC, a brand development company specializing in consumer products with a focus on the health and wellness sector. The leadership of ProductSector and its collaborator company, CCI Vegas (www.ccivegas.com ) have been working together with the management team from ESN to expand mass merchant outlets and government agencies, several of whom have already expressed interest in our product line. While no assurances can be provided, we believe the collaboration with ProductSector will rapidly provide expanding market penetration of ESN’s current products. ProductSector intends to assist in expanding market penetration to its existing mass market, government and pharmacy clients. We intend to engage in direct marketing to the dermatologist market.

We intend to earmark proceeds derived from this Offering to develop additional over-the-counter healthcare products based on our existing patent portfolio, as well as to:

AfiyaSasa Africa, LLC

In December 2021, we signed a Membership Interest Purchase Agreement to acquire a majority interest in AfiyaSasa Africa, LLC, a Wyoming limited liability company (“Afiya”), a start-up medical technology and virtual health company that we believe is uniquely positioned to help patients in developing countries meet their medical needs by extending the reach of physicians through the technology. The day to day operations of Afiya are handled by Dr. Dilantha Ellegala and Doyle Word, who together have devoted over 15 years of work in Africa.

Our decision to participate in Afiya was based on various factors. One of the most important factors was the experience and knowledge of the 2 principals of Afiya, with an emphasis on their respective involvement in Africa over the past 2 decades. Specifically, Dr. Ellegala’s neurosurgical expertise is in complex brain surgery and in Global Health Development. He has immersive experience in Tanzania having lived and worked for 4 of the past 17 years from (2006 to 2023) training healthcare workers. Recognizing an unmet need for medical education in rural areas of Africa, Dr. Ellegala and Mr. Doyle Word founded Madaktari Africa in 2008, a nonprofit company dedicated to improving health care around the world by facilitating global medical education efforts. Their work in Tanzania was recognized and adopted by the Ministry of Health of the Government of Tanzania and was personally supported by President Kikwete of Tanzania. They had training programs in many clinical areas of medicine at the major Zonal Hospitals in the country and their work was presented at the World Economic Forum (Africa, 2010). Recipients of a 1.5-million-dollar US Grant through the DoD, they effected the development of nephrology and dialysis care and cardiac care in Southwestern Tanzania and subsequently their organization led the training of clinicians at what is now the premier Cardiac Institute in the region at the Jakaya Kikwete Cardiac Institute in Dar es Salaam. Additionally, as a young faculty member, Dr Ellegala was the founding Dean of the Center for Global Health at the Medical University of South Carolina. Dr Ellegala and Mr. Word have deep experiential knowledge of the healthcare challenges facing Tanzania and the developing world in general and we believe that their relationships with key decision makers at the highest levels of government and business in the region are essential and invaluable. They are trusted members of the Tanzanian Healthcare and leadership community.

This technology is centered around patented and patent pending software that uses and incorporates artificial intelligence (“AI”) and Augmented Reality (“AR”) licensed from AdviNOW, an Arizona based medical software company who developed and holds patents for the licensed software. Afya Sasa has executed exclusive rights agreements for 10 initial priority markets across Africa including Tanzania, Kenya, Ethiopia, Uganda, Malawi, Zambia, Ghana, Zimbabwe, Botswana, South Africa and Egypt, representing a total catchment of 1 billion people.

The application is designed to connect people virtually in remote and urban areas where there is limited medical infrastructure and/or limited medical professionals or in areas where high patient volumes are overburdening the existing health system. The system is accessed by patients on their cell phones, tablets, or computers, and allows licensed physicians and other medical personnel to conduct initial check-in, triage, and determine the most appropriate care path, virtually. Additionally, through a set of questions and answers that are dynamically integrated with the system’s proprietary AI component, measurements may be taken with medical devices that connect to a cell phone, tablet or computer (i.e., stethoscope, thermometer, pulse oximeter etc.), bringing the telemedicine virtual appointment to the next level and beyond. The AI assists with Q&A and with the AR to arrive at diagnostic possibilities, testing and treatment options and the next steps for the patient. This can be done in a fully automated fashion where there is no or extremely limited medical access, in a partially automated fully virtual fashion where physical access to a health care provider is not possible, or non-virtually as a means to make existing health care providers more efficient and more accurate in their diagnosis, testing, and treatment.

Afiya’s vision is to be the technology platform that allows “leapfrogging” advancement in the delivery of world class healthcare, initially in Africa, the continent with the largest population growth and high smartphone utilization for services, but without the ability to grow healthcare services in the traditional manner.

During 2022, our efforts to develop the Afiya business plan were hampered by our lack of working capital. Because Afiya is a startup, the plan has been to initially concentrate on the Tanzania program launch. Our efforts in 2022 were devoted to establishing pilot partnerships with hospitals, pharmacies and clinics. During 2024, we anticipate scaling up the program to reach most major cities as well as acquiring government backed contracts for subscribers in rural areas. Our business model projects revenue to come from multiple sources including member fees, technology (hospital) fees, prescription fees, scheduling fees and virtual consultation fees (as a % of billings by the provider) as well as nationwide National Health System underwriting commitments once the system is fully integrated.

To acquire our interest, we agreed to pay an aggregate of $320,000 in cash to cover the capital required for the initial phase of development and we have issued an aggregate of 4 million shares of our common stock to Afiya, which shares are to be utilized for incentives to the Afiya employees. In July 2023 we satisfied our obligation to provide the aforesaid funding which has enabled Afya to hire four employees in Tanzania. We have also agreed to facilitate the raising of additional funds, if necessary, once the business concept is established and is deemed viable and revenues from this project are insufficient to continue to develop this opportunity.

In March 2023, Afya signed an Agreement to implement its Artificial Intelligence (AI) based health services at The National Hospital of Tanzania. Later in the same month Afya signed an Agreement to implement its Artificial Intelligence (AI) based health services at Haydom Regional Rural Referral Hospital, also known as Haydom Lutheran Hospital (“HLH”) in Haydom, Tanzania. HLH is a 420-bed hospital serving 5.7 million people in North Central Tanzania. HLH provides an estimated 12,635 inpatient admissions and 103,173 outpatient visits annually. It is also one of the leading Faith Based hospitals in Tanzania and we expect will provide an entry to the other faith-based hospital systems in the region.

We believe significant advancement of this project was made between July 2022 through July 2023 toward our goal to provide AI based virtual health services to the majority of patients in Tanzania. In March 2023 we executed Memorandum of Understandings with the National Hospital System of Tanzania, Muhimbili National Hospital, Mloganzila in Dar es Salaam, Tanzania. Muhimbili National Hospital System is the premier tertiary care hospital system (1,500 inpatient beds, 2,000 outpatient visits per day) for all of Tanzania serving a country of 66 million people and is the largest hospital in East Africa. (www.mnh.or.tz). This is a critical advancement as successful execution will result in acceptance of ASA into the Ministry of Health with deployment into all of the Government Health Facilities in the country.

Provided that sufficient funding can be secured, of which there is no assurance, we expect to begin to exploit the work done to date and deploy our clinical programs. We have two parallel and complementary tracks to revenue generation, including:

ASA is working towards developing multiple different revenue streams for different services. For each stream, once technology is in place there will be an initial trial period for testing, followed by a small scale period of limited revenue and then a rapid scale up to meet unmet demand. These streams include:

Virtual Consultation: During the first stage of operations, ASA will launch virtual consultation services making use of AST patient portal, AI supported Q&A, and doctors confirmation of AI generated orders, diagnosis and treatment.

Referral and appointment booking fees: AST intends to leverage its existing hospital MOUs and launch a fee based VIP appointment booking service for senior doctors and specialists. While there can be no assurances, we anticipate that revenue can commence within 6 months after commencement.

With completed system development later in 2024 and early in 2025, ASA and AST plan to launch digital front door services and realize technical fee revenue, scale up virtual consultation and referral services, initiate membership revenue and realize prescription fee revenue. Tanzania does not currently have specific regulations for virtual health services or AI/AR services. The Government of Tanzania Ministry of Health has drafted some initial guidelines and all AST planned operations fit within draft guidelines and proposed processes.

The ASA/MNH partnership means all services will initially be launched in partnership with the national Government hospital and MNH will lead engagement with the Ministry of Health in areas where approvals or licensing are required. Once a service is operating successfully in Tanzania and generating revenue and achieving rapid scale growth ASA will immediately look to expand offering similar services to neighboring East African countries. ASA currently projects to launch services in Kenya in late 2025.

Afya Sasa compares favorably with plans for a much wider range of services including Digital front door, augmented reality medical measurements, patient data collection, scribing, telemedicine, AI assisted diagnosis and treatment, drug and non-drug treatment, EMR integration, closed loop follow up and criteria based audit, customized for country context and US patient protected AI and AR.

Healthcare Products

In May 2022, we entered into an agreement to acquire a portfolio of patents, patents pending and technology licenses from HS Pharmaceuticals LLC, a manufacturer and distributer of dermatological products for chronic wounds, burns and drug resistant infections, in consideration for the issuance of 10 million common shares. These shares are to be issued upon receipt by us of the patent assignment. The assignment was received by us in September 2023 and the shares were issued.

The assets included the following IP:

U.S. Patents

European Patents - Validated in Germany, Spain, France, the United Kingdom, Ireland, Italy:

Over the Counter Health / Skin Care Products

In August 2022, we announced that we had begun an initiative to identify marketing/manufacturing partners to assist in the development of over-the-counter healthcare products based on our existing patent portfolio. Since acquiring the IP we have had meetings with several research universities including Rowan University and Rutgers University, with the aim of exploring possible joint research programs related to the IP. If and when developed, of which there is no assurance, we intend to utilize the ESN Group to market these products.

MedTech Development

We have assembled an internationally recognized team of transnational clinicians, engineers and business leaders to identify, acquire, and develop engineering advancements, intellectual property and operating businesses in, or with applications in medical technology and clinical care based on a need/gap identified by our management in the market. Our business strategy is to acquire innovation at the engineering/patent level, marry it with appropriate early-stage operational med tech companies and apply it in a controlled clinical care setting which fosters engineering/clinical / business advancements under one umbrella. We intend to form wholly owned subsidiary companies to operate the license/royalty business operation pertaining to each patented piece of medical equipment.

We began implementing this current business plan by acquiring the world-wide exclusive rights to a metal alloy technology for use in medical applications or devices where heat of the device causes problems with its performance. The alloy was originally developed as a solution to the distortion effects rifle barrels exhibit when they overheat. Consistent, continuous use causes the barrel of a firearm to overheat and become distorted. This causes a loss of accuracy with heavy use. This is an even larger issue with sniper rifles, where accuracy is paramount and even the smallest distortion of the barrel will negatively affect its accuracy.

In September 2020, we entered into an exclusive world-wide license agreement with Consulting Group of Jocassee, Inc., Pickens, South Carolina, for use of the technology in the medical field, which includes US Patent #10,718586 and any continuations, divisonals and any additional patent applications, patents, continuations and divisonals that are based on the metal matrix as used in the initial patent, except for use in medical applications. The License provides for a 5% royalty to be paid to us on all gross revenue generated from the sale of products developed by the licensee using the patent and intellectual rights associated with the License. Both of the patent’s inventors have joined our management team. Mr. Steve Gravely is a member of our Board of Directors and Dr. Anja Glisovic, serves as our Acting Chief Science Officer. See “Management.”

We do not intend to manufacture the surgical devices that are the subject of the pending patent and the current patent license but intend to license the technology to current manufacturers of these devices. A team made up of Steve Gravely, Dr. Anja Glisovic and Dr. Dilan Elegalla will identify potential licensees and approach them with a license proposal based on a flat fee plus an ongoing royalty and minimum sale requirements. By keeping this process in-house we believe we can control and limit what manufacturer is licensed based on the specific instrument they manufacture and also provide in-house technical expertise to assist in integrating our technology into their existing product line.

On March 24, 2022, we obtained patent pending status for our first in-house invention “Surgical Tools with Targeting Guidance,” filed under application number 63/323,112. Being the first in a series of patents and innovations which we expect will be filed over the following months, it improves handling and precision of surgical tools by aiding the surgeon in observing the surgical site, adjust tool alignment and target acquisition. By integrating target marker projection in the tool and utilizing camera miniaturization it is now feasible to give the surgeon a 1st-person ”tool view“ of the surgical site as well as distance information between tool and the intended point of surgery in real time. This will allow procedures to both progress faster as well as with better accuracy. Improvements are expected to benefit patients and surgeons alike.

In March 2023, we filed two utility patent applications under application numbers 18/187,352 and 18/189,441. Additionally, they were filed as PCT applications under PCT/US2023/015755 and PCT/US2023/016194. Both applications are claiming priority to our patent application “Surgical Tools with Targeting Guidance”, filed under application number 63/323,112 in March 2022. We are currently developing three different InTool product lines: InTool Responder, InTool Clinic and InTool Infirmary. InTool Responder is geared towards emergency responders, including civilian and military paramedics. Accordingly, their InTool products will be disposable and come with a rugged, reusable display and a lot of inbuilt auto-adjustment features to optimize contrast and illumination. They will also conform with NATO standardizations as well as with US regulations. InTool Clinic has a different focus. It is aimed to use these applications in hospitals and operating theatres. Products from this line will allow additional features to be adjusted by the surgeon and graphical postprocessing. For example, there will be access to the Color Rendering Index (CRI), which is especially crucial in the red color palette to identify and distinguish blood vessels. Finally, there will be the InTool Infirmary line. No one wants to throw away the stock of surgical tools at hand but at the same time wants the newest tools to provide the best possible care to patients. We have recognized this fact and addressed this with the InTool Infirmary product line, which will allow us to retrofit existing surgical tools with the mentioned functionalities.

Provided that sufficient funding can be arranged, we plan to develop working prototypes that can be tested in a cadaver lab in 2024. Once testing is completed, we plan to license the technology to existing manufacturers of surgical instruments on a limited basis in 2024.

Growth by Acquisitions

As discussed above, our management is always aware of other related companies and how they may positively impact our business. We intend to continue to explore and if we believe that it is in our best interests, engage in what we believe to be synergistic acquisitions or joint ventures with unrelated companies that we believe will enhance our business plan. If we are successful in our attempts to acquire synergistic companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution. There are no assurances we will be able to consummate additional acquisitions using our securities as consideration, or at all.

There are numerous things that will need to occur in order to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan. If we are successful, the acquisition of related, complimentary businesses is expected to increase revenues and profits by providing a broader range of services in vertical markets which are consolidated under one parent, thus reducing overhead costs by streamlining operations and eliminating duplicitous efforts and costs. There are no assurances that we will increase profitability if we are successful in acquiring other synergistic companies.

Management will seek out and evaluate related, complimentary businesses for acquisition. The integrity and reputation of any potential acquisition candidate will first be thoroughly reviewed to ensure it meets with management’s standards. Once targeted as a potential acquisition candidate, we will enter into negotiations with the potential candidate and commence due diligence evaluation of each business, including its financial statements, cash flow, debt, location and other material aspects of the candidate’s business.

In implementing a structure for a particular acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business.

As part of our investigation, our officers and directors will meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an acquisition will depend on the nature of the opportunity, the respective needs and desires of us and other parties, the management of the acquisition candidate and our relative negotiation strength.

We will participate in an acquisition only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

Results of Operations

Comparison of Results of Operations for the Six Months ended June 30, 2023 and 2022

We were not generating any revenue from operations at June 30, 2023 or 2022. General and administrative expense was $191,853 during the six months ended June 20, 2023, compared to G&A expense of $126,017 during the six months ended June 30, 2022, an increase of $65,836, due to increased operations, including the costs associated with the acquisition of the ESN Group during the period ended June 30, 2023. We were not paying any salaries during either of these periods. We also incurred stock based compensation charges of $1,453,000 and $650,000 during the six month periods ended June 30, 2023 and 2022, respectively. As we had limited financial resources available we utilized our common stock as a means of compensation.

As a result, we incurred a net loss of $1,802,853 during the six months ended June 30, 2023, compared to a net loss of $776,017 during the six month period ended June 30, 2022.

Liquidity and Capital Resources

As of June 30, 2023, we had cash and cash equivalents of $5,639. 

As discussed in Note 2 to the audited financial statements included in our annual report on Form 1-K as filed with the SEC on April 29, 2023, we have incurred significant continuing losses in 2023 and 2022. Our total accumulated deficits as of June 30, 2023 and December 31, 2022 were $8,882,784 and $7,079,931, respectively. Our ability to continue operating is highly dependent upon continued funding from the debt and/or equity markets. Our historical and ongoing dependence on proceeds from debt and/or equity issuances to fund operating expenses could raise substantial doubt about our ability to continue as a going concern. The financial statements included in this report have been prepared assuming that we will continue as a going concern and, accordingly, do not include any adjustments relating to any going concern uncertainty.

Cash flows used in investing activities was $90,000 for the six months ended June 30, 2023, compared to $110,000 for the six month period ended June 30, 2022.

Net cash flows provided by financing activities totaled $224,007 during the six month periods ended June 30, 2023, compared to $196,100 during the same period in 2022.

Prior to commencement of our Regulation A Offering, the funding for our operations were provided by our CEO in the form of interest free demand loans. As of June 30, 2023 and December 31,2022, the balance of notes payable to the CEO was $246,074 and $132,067 respectively. During the six months ended June 30, 2023, one of our principal shareholders provided an interest free demand loan of $110,000.

Management believes that we will require up to $15 million in additional funding in order to generate profits, primarily to be utilized in our proposed Africa operations and expansion of the ESN Group operations. We do not think we will need more than $2 million to begin generating profits from our proposed licensing of our patents. This figure does not include any additional acquisitions that may present themselves. Currently, we do not have any firm committed arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. No assurance can be given that we will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have an adverse effect upon the results of its operation and upon our financial condition.

Subsequent Events

As disclosed above, on July 24, 2023, we completed an acquisition of a majority interest in both ESN Group, Inc. (“ESN”) and California Skin Research, Inc., (“CSRI”), (collectively the “ESN Group”) and their portfolio of health care and skin care products, including Ceramedx® (www.ceramedx.com), the first natural ”plant based” ingredient therapeutic product and Earth Science Beauty (www.earthsciencebeauty.com). We acquired an aggregate of 51% interest in both of the aforesaid companies by subscribing for shares in ESN and purchasing shares from two of the former principals of the ESN Group in private sales. To acquire these interests we also repaid outstanding debt and purchased shares from current shareholders, each of whom retained a minority interest in the ESN Group. The aggregate cost of these acquisitions was approximately $463,000. We utilized available cash, as well as interest-free demand loans from a principal shareholder and another unaffiliated person, to fund these acquisitions. We issued an aggregate of 3,000,000 common shares as consideration for the loans.

In May 2022, we entered into an agreement to acquire a portfolio of patents, patents pending and technology licenses from HS Pharmaceuticals LLC, in consideration for the issuance of 10 million common shares. These shares are to be issued upon our receipt of the patent assignments. The assignments were received by us in September 2023 and the shares were issued.

Inflation

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the six month period ended June 30, 2023.

Critical Accounting Policies and Estimates

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

Leases

We follow the guidance in SFAS No. 13 “Accounting for Leases,” as amended, which requires us to evaluate the lease agreements we enter into to determine whether they represent operating or capital leases at the inception of the lease.

Recently Adopted Accounting Standards

We do not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Off-Balance Sheet Arrangements

As of the date of this report there were no off-balance sheet arrangements.

Item 2.      Other Information

None.

The accompanying notes are an integral part of these unaudited financial statements.   

The accompanying notes are an integral part of these unaudited financial statements.   

The accompanying notes are an integral part of these unaudited financial statements.

The accompanying notes are an integral part of these unaudited financial statements.

XCELERATE, INC.

NOTES TO (UNAUDITED) FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Xcelerate Inc. (the “Company”) f/k/a Union Dental Holdings, Inc. is a Florida corporation incorporated on November 26, 1996. under the name Stirus Research & Development, Inc. The Company has gone through several name changes since inception. Most recently the Company was known as Union Dental Holdings, Inc. In May 2020, the Company’s current CEO assumed his positions as the Company’s director and CEO and began implementing the Company’s new business plan described herein. On October 23, 2020, the Company changed its name to “Xcelerate, Inc.”

On January 6, 2020, without the knowledge or consent of the sole officer and director and controlling shareholder, an individual who had no approval or control filed a notice of reinstatement in Florida. Then on March 3, 2020, the same individual filed a name change to Oilvite, Inc. in an unauthorized attempt to gain control of the Company and otherwise engage in corporate identity theft. The individual’s efforts were discovered by the Company’s transfer agent who refused to take instructions from anyone other than the sole officer and director and control shareholder who she knew had not transferred control of the Company and ultimately the individual’s efforts were stopped without further damage or inconvenience. On July 13, 2020, the Company filed Articles of Amendment in Florida changing the name of the Company back to “Union Dental Holdings, Inc.” from Oilvite Inc.

In December 2021, the Company signed a Membership Interest Purchase Agreement to acquire a 51% interest in AfiyaSasa Africa, LLC, a Wyoming limited liability company (“Afiya”), a start-up medical technology and virtual health company that management believes is uniquely positioned to help patients in developing countries meet their medical needs by extending the reach of physicians through the technology. This technology is centered around patented and patent pending software that uses and incorporates artificial intelligence (“AI”) and Augmented Reality (“AR”) licensed from AdviNOW an Arizona based medical software company who developed and holds patents for the licensed software.

Afiya’s vision is to be the technology platform that allows “leapfrogging” advancement in the delivery of world class healthcare, initially in Africa, the continent with the largest population growth and high smartphone utilization for services, but without the ability to grow healthcare services in the traditional manner.

The Company has agreed to pay $320,000 for its interest in Afiya and has funded a total of $345,000 as of the date of this Report. The additional amount of $25,000 in excess of the purchase consideration was a loan made to Afiya to improve their working capital. As a result, on July 24, 2023, Afiya became a 51% subsidiary of the Company.

On or about January 19, 2022, the Company filed a Form 1-A Offering Circular with the SEC pursuant to Regulation A promulgated under the Securities Act of 1933, as amended. This offering closed on February 3, 2023, with gross proceeds of $400,000.

The Company’s year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of June 30, 2023, the Company had an accumulated deficit of $8,882,784 and negative working capital of $514,237.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2023, and December 31, 2022, the Company’s cash equivalents totaled $5,639 and $18,815, respectively.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions annually to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operations.

NOTE 3 – INVESTMENTS

As described above in Note 1 to the financial statements, the Company has entered into an agreement to buy 51% of the membership interests of Afiya. As of June 30, 2023, the Company had invested $300,000 in Afiya.

NOTE 4 – EQUITY

Common Stock

The Company has authorized 1,000,0000,000 shares of $0.0001 par value, Common Stock. As of June 30, 2023 and December 31, 2022, there were 418,446,072 and 385,446,072 shares of Common Stock issued and outstanding, respectively.

2023 Activity

During the six months ended June 30, 2023, the Company issued a total 33,000,000 common shares comprised of the following:

2022 Activity

On or about January 19, 2022, the Company filed a Form 1-A Offering Circular with the SEC pursuant to Regulation A promulgated under the Securities Act of 1933, as amended. Under the terms of the Offering the Company offered up to 20,000,000 common shares at a price of $0.05 per share for total proceeds of $1,000,000 if fully subscribed. During the year ended December 31, 2022, the Company raised a total of $400,000 in this Offering from the sale of 8,000,000 shares to investors.

During the year ended December 31, 2022, the Company issued 13,000,000 common shares to service providers and its advisory board. These shares were valued at $0.05 per share consistent with the offering price of the Company’s Regulation A offering described above. As a result the Company recorded a non-cash charge of $650,000 for stock based compensation on its Statement of Operations for year ended December 31, 2022.

Preferred Stock

The Company has authorized 25,000,000 shares of Preferred Stock, par value $0.0001 per share.

As a result of issues raised by OTC Markets, in February 2021, the Company and Mr. O’Shea mutually agreed to redeem all of the Company’s issued and outstanding Series A Preferred Shares back to the Company. Also in February 2021, the Company’s Board of Directors authorized the creation of Series B Preferred Shares and issued an aggregate of 120,000 of these Series B Preferred Shares to Mr. O’Shea in consideration for his agreement to redeem the Series A Preferred Shares. Each Share of Series B Preferred Stock is entitled to 1,000 votes on all matters submitted to the Company’s shareholders. They are not convertible into shares of the Company’s Common Stock.

As of June 30, 2023 and December 31, 2022, there were 120,000 Preferred B shares outstanding.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

As of June 30, 2023, the Company had invested $300,000 in Afiya and had a remaining contractual agreement to pay an additional $20,000 to acquire a 51% interest in Afiya. The Company fulfilled this obligation by paying Afiya $20,000 in July 2023.

NOTE 6 – NOTES PAYABLE RELATED PARTIES

A significant portion of the funding for the Company’s operations has been provided by its CEO in the form of interest free demand loans. As of June 30, 2023 and December 31,2022, the balance of notes payable was $356,074 and $132,067, respectively. During the six months ended June 30, 2023, one of the Company’s principal shareholders provided the Company with an interest free demand loan of $110,000. See Note 3. The composition of the notes payable balance as of June 30, 2023, was $110,000 due to a principal shareholder and $246,074 due to the Company’s CEO.

NOTE 7 – SUBSEQUENT EVENTS

On July 24, 2023 the Company completed an acquisition of a majority interest in both ESN Group, Inc. (“ESN”) and California Skin Research, Inc., (“CSRI”), (collectively the “ESN Group”) and their portfolio of health care and skin care products, including Ceramedx® (www.ceramedx.com), the first natural ”plant based” ingredient therapeutic product and Earth Science Beauty (www.earthsciencebeauty.com). The Company acquired an aggregate of 51% interest in both of the aforesaid companies by subscribing for shares in ESN and purchasing shares from two of the former principals of the ESN Group in private sales. To acquire these interests the Company also repaid outstanding debt and purchased shares from current shareholders of the ESN Group, each of whom retained a minority interest in the ESN Group.

The aggregate cost of these acquisitions was approximately $463,000. The Company funded the acquisition through a $400,000 interest free loan from an unaffiliated person, as well interest free loans from the Company’s CEO. The Company issued an aggregate of 3,000,000 common shares to the unaffiliated person as consideration for the $400,000 loan. The ESN Group of companies offer Earth Science® nature-inspired beauty and personal care products and Ceramedx® therapeutic skincare solutions. The offered products are paraben-free, cruelty-free products with ingredients that include plant-based nutrients and antioxidants, soothing botanicals, hydrating moisturizers and pure essential oils.

As part of these transactions, the Company retained the services of John Jay Kline, the former President of the ESN Group of companies, who will continue to operate both companies on the Company’s behalf. Mr. Kline also retained a minority position in the ESN Group. As part of the consideration for his employment, in July 2023 the Company agreed to issue him 2,000,000 shares of common stock.

On July 7, 2023, the Company entered into an agreement with a marketing firm and issued 1,000,000 shares of its restricted common stock as part of the consideration for the marketing services to assist ESN in expanding its market base. This agreement calls for the issuance of an additional 2,000,000 shares per each $1,000,000 in net revenue directed to the Company by the marketing firm during the first 24 months of the contract up to a total of an additional 8,000,000 shares.

In July 2023, the Company concluded its acquisition of a 51% majority interest in Afiya by paying the remaining balance of $20,000. The Company also loaned this LLC $25,000 at that time for working capital.

In May 2022, the Company entered into an agreement to acquire a portfolio of patents, patents pending and technology licenses from HS Pharmaceuticals LLC, in consideration for the issuance of 10 million common shares. These shares are to be issued upon receipt by the Company of the patent assignments. The assignments were received by the Company in September 2023 and the shares were issued.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 21, 2023.

Xcelerate, Inc.

By:  /s/  Michael F. O’Shea

Michael F. O’Shea,

Principal Executive Officer

Principal Financial Officer

Exhibit 10.1

SECURITIES EXCHANGE AGREEMENT

by and among

XCELERATE INC.

and

JOHN JAY KLINE

Dated as of July 20, 2023

SECURITIES EXCHANGE AGREEMENT

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.”

RECITALS

WHEREAS, Kline owns an aggregate of 400,000 common shares of California Skin Research Inc., a California corporation (“CSRI”), representing 50% of the issued and outstanding shares of CSRI; and

WHEREAS, Kenneth Grand (“Grand”) owns an aggregate of 400,000 common shares of CSRI, representing the other 50% of the issued and outstanding shares of CSRI;

WHEREAS, concurrently with this transaction, XCEL is acquiring 352,000 shares of CSRI from Grand and wishes to acquire an additional 56,000 shares of CSRI from Kline and Kline has agreed to assign to XCEL 56,000 of the shares he currently owns in CSRI to XCEL in exchange for issuance of 2,000,000 shares of XCEL common stock;

WHEREAS, after closing of this transaction, it is the Parties’ intent and agreement that XCEL will own 408,0000 shares of CSRI comprising a 51% interest in the company, Kline will own 344,000 shares of CSRI comprising a 43% interest in the company, and Grand will own 48,000 shares of CSRI comprising a 6% interest in the company;

WHEREAS, concurrently with this transaction, XCEL is acquiring a majority interest in ESN Group, Inc., a California corporation (“ESN”) such that XCEL will own 142 shares of ESN comprising a 51% interest in that company, Kline will own 120 shares of ESN comprising a 43% interest in that company, and Grand will hold 17 shares of ESN comprising a 6% interest in that company;

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

Exchange of Securities

1.1. Securities Exchange.

On the Closing Date (as hereinafter defined), and on the terms and subject to the conditions set forth in this Agreement, Kline shall sell, transfer, convey, assign and deliver to XCEL 56,000 shares of CSRI owned by him (the “Kline CSRI Shares”) free and clear of all liens, in exchange for 2,000,000 newly issued common shares of XCEL at par value of $0.0010 per share, and free and clear of all liens (the “XCEL Shares”), and that certain promissory note in the amount of $176,858.17 payable from ESN to Kline shall be converted to equity in ESN such that Kline’s ownership interest in ESN shall increase from 12% to 43% and shall remain at 43% of the consolidated entity if and when XCEL elects to consolidate ESN and CSRI into NewCo. The exchange of the Kline CSRI Shares for the XCEL Shares, and the aforementioned conversion of the ESN note to equity in ESN, shall be defined herein as the “Exchange”. In connection with the Exchange, XCEL shall cooperate with Kline in the filing of IRS Form 83b for Kline’s acquisition of the XCEL Shares.

1.2. Closing.

The closing (the “Closing”) of the Exchange shall take place on the execution date hereof (the “Closing Date”) remotely via electronic exchange of documents and signatures.

ARTICLE II

Representations and Warranties of Kline

Kline represents and warrants to XCEL as follows.

2.1. Good Title of Kline CSRI Shares.

Kline is the record and beneficial owner and has good title to the Kline CSRI Shares, with the right and authority to sell and deliver the same to XCEL. Upon delivery of any certificate or certificates duly assigned, representing the same as herein contemplated and/or upon registering of XCEL as the new owner of such securities in the applicable securities registers of CSRI, XCEL will receive good title to the Kline CSRI Shares, free and clear of all liens.

2.2. Power and Authority.

Kline has the legal power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by Kline to enter into this Agreement and to carry out the exchange of securities herein have been properly taken. This Agreement constitutes a legal, valid and binding obligation of Kline, enforceable against Kline in accordance with the terms hereof.

2.3. No Conflicts.

The execution and delivery of this Agreement by Kline and the performance by Kline of his obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under any applicable laws; (b) will not violate any laws applicable to Kline; and (c) will not violate or breach any contractual obligation to which Kline is a party.

2.4. Litigation.

To Kline’s actual knowledge (with no duty of investigation), there is no pending proceeding against Kline that involves the Kline CSRI Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with the transaction proposed

herein and, to the actual knowledge of Kline (with no duty of investigation), no such proceeding has been threatened, and no event or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such proceeding.

2.5. No Finder’s Fee.

Kline has not created any obligation for any finder, investment banker or broker’s fee in connection with the transaction proposed herein.

2.6 Acquisition of XCEL Shares Entirely for Own Account.

Kline is acquiring the XCEL Shares proposed to be acquired hereunder for investment for his own account and not with a view to the resale or distribution of any part thereof, and Kline has no present intention of selling or otherwise distributing the XCEL Shares, except in compliance with applicable securities laws.

2.7 Available Information regarding XCEL Shares.

Kline has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investment in XCEL and has had full access to all the information he considers necessary or appropriate to make an informed investment decision with respect to the XCEL Shares.

Securities Exchange Agreement

2.8 Non-Registration of XCEL Shares.

Kline understands that the XCEL Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Kline’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to the XCEL Shares in accordance with XCEL’s charter documents or the laws of its jurisdiction of incorporation.

2.9 Restricted Securities for XCEL Shares.

Kline understands that the XCEL Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by Kline pursuant hereto, the XCEL Shares would be acquired in a transaction not involving a public offering. The issuance of the XCEL Shares hereunder is being affected in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act. Kline further acknowledges that if the XCEL Shares are issued to Kline in accordance with the provisions of this Agreement, the XCEL Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. Kline represents that he is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

2.10 Legends on XCEL Shares.

It is understood that the XCEL Shares will bear the following legend or one that is substantially similar to the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

2.11 Additional Legend on XCEL Shares.

Additionally, the XCEL Shares will bear any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

ARTICLE III

Representations and Warranties of XCEL

XCEL represents and warrants to Kline as follows:

3.1 Organization, Standing and Power.

XCEL is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; is duly qualified to conduct interstate business and is in good standing in all jurisdictions in which it operates; and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on XCEL, a material adverse effect on the ability of XCEL to perform its obligations under this Agreement or on the ability of XCEL to consummate the transaction proposed herein.

Securities Exchange Agreement

3.2. Capital Structure of XCEL; Issuance of XCEL Shares.

The authorized capitalization of XCEL consists of 1,000,000,000 shares of common stock, 381,446,072 of which are issued and outstanding and 25,000,000 shares of preferred stock, of which 120,0000 shares of series b preferred stock are issued and outstanding. No shares of common stock or other voting securities of XCEL are issued, reserved for issuance or outstanding. All outstanding securities of XCEL are duly authorized, validly issued, fully paid and non- assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws, the XCEL constituent instruments or any contract to which XCEL is a party or otherwise bound. As of the Effective Date, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock- based performance units, commitments, contracts, arrangements or undertakings of any kind to which XCEL is a party or by which it is bound. The XCEL Shares shall be validly transferred to Kline free and clear of any and all liens, pledges, encumbrances, changes, or known claims of any kind, nature, or description.

3.3. Authority; Execution and Delivery; Enforceability.

XCEL has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transaction proposed herein. The execution and delivery by XCEL of this Agreement and the consummation by XCEL of the Exchange have been duly authorized and approved by the Board of Directors of XCEL and no other corporate proceedings on the part of XCEL are necessary to authorize this Agreement and the Exchange. When executed and delivered, this Agreement will be enforceable against XCEL in accordance with its terms.

3.4. No Conflicts; Consents.

(a) The execution and delivery by XCEL of this Agreement does not, and the consummation of the Exchange and compliance with the terms hereof will not, conflict with, or result in any violation of or default under, any provision of (i) the XCEL charter, (ii) any contract to which XCEL is a party or to which any of its properties or assets is subject or (iii) any material judgment, order or decree or material law applicable to XCEL.

(b) No consent of, or registration, declaration or filing with, or permit from, any governmental entity is required to be obtained or made by or with respect to XCEL in connection with the execution, delivery and performance of this Agreement or the consummation of the Exchange.

3.5. Litigation.

There is no litigation, lawsuit, proceeding or other action against or affecting XCEL or any of its assets or properties which (a) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the XCEL Shares or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in an XCEL material adverse effect.

3.6. Brokers.

No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Exchange based upon arrangements made by or on behalf of XCEL.

3.7 XCEL Financial and Business Information.

Since the execution of that certain letter of intent between the Parties dated as of April 4, 2023, there has not been any materially adverse change in the financial condition, liabilities, assets, business, operations, or prospects of XCEL, including, but not limited to, (a) any materially adverse destruction, damage to, or loss of any asset of XCEL; (b) any decrease in the par value of the XCEL Shares as set forth in this Agreement; or (c) any materially adverse change in the nature of XCEL’s business operations, cash readiness, or long-term financial plans.

Securities Exchange Agreement

3.8 Available Information regarding CSRI and Its Shares.

XCEL has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in CSRI and has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to Kline’s CSRI Shares. XCEL has conducted its own due diligence about CSRI and ESN. XCEL is not relying upon any representations or warranties from Kline about CSRI or ESN that are not set forth in this Agreement.

3.9 Non-Registration of Kline’s CSRI Shares.

XCEL understands that Kline’s CSRI Shares have not been registered under the Securities Act and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of XCEL’s representations as expressed herein. The non-registration shall have no prejudice with respect to any rights, interests, benefits and entitlements attached to Kline’s CSRI Shares in accordance with CSRI’s incorporation documents or the laws of its jurisdiction of incorporation.

3.10 Restricted Securities for Kline’s CSRI Shares.

XCEL understands that Kline’s CSRI Shares are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by XCEL pursuant hereto, Kline’s CSRI Shares would be acquired in a transaction not involving a public offering.

The issuance of Kline’s CSRI Shares hereunder is being affected in reliance upon an exemption from registration afforded under Section 4(a)(2) of the Securities Act. XCEL further acknowledges that if Kline’s CSRI Shares are issued to XCEL in accordance with the provisions of this Agreement, Kline’s CSRI Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. XCEL represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

ARTICLE IV

Closing Date Deliverables

4.1 On or before the Closing Date, the Parties shall undertake the following actions:

(a) Share Transfer Documents. Kline shall have delivered to XCEL certificate(s) representing the Kline CSRI Shares or a duly executed stock power in a form acceptable to XCEL, transferring the Kline CSRI Shares to XCEL.

(b) XCEL Certificate. XCEL shall deliver or cause to be delivered to Kline a stock certificate representing ownership of 2,000,000 common shares of XCEL “restricted” common stock in a form reasonably acceptable to Kline.

(c) Each Party’s representations, warranties, and covenants in this Agreement shall be true and correct in all material respects as of the Closing.

(d) XCEL shall execute, on behalf of ESN and CSRI as their majority owners, that certain Employment Agreement dated as of July 20, 2023, by and between ESN, CSRI, and Kline in the form set forth as Exhibit A, which is attached hereto and incorporated herein by this reference.

ARTICLE V

Covenants

5.1 Blue Sky Laws.

XCEL shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of the XCEL Stock in connection with this Agreement.

Securities Exchange Agreement

5.2 Fees and Expenses.

All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses.

5.3 Transfer to Trust; Kline Beneficiary.

Notwithstanding anything herein to the contrary, Kline may at any time transfer the XCEL Shares into a revocable trust in which he is both a trustee and current income beneficiary without violating this Agreement or any other agreements to which the Parties are bound including any XCEL shareholder agreement or bylaws, CSRI shareholder agreement or bylaws, or ESN shareholder agreement or bylaws, and without prior consent of XCEL, CSRI, ESN, or NewCo. The Parties expressly covenant and agree that upon Kline’s death, Kline’s interest in the XCEL Shares, CSRI shares, ESN shares, and NewCo shares and this Agreement shall vest in his spouse (Karen B. Cole) as permitted under 17 CFR section 240.16b-5 and any other applicable laws.

5.4 Non-Dilution.

Upon the consummation of the transaction contemplated in this Agreement, XCEL will be the 51% owner of ESN and Kline will be the 43% owner of ESN, and XCEL will be the 51% owner of CSRI and Kline will be the 43% owner of CSRI. XCEL, as the future majority owner of ESN and CSRI, may elect to merge ESN and CSRI, convert the merged company into a Delaware entity or other new entity, or otherwise restructure one or both companies (collectively, the “Restructure”). In consideration of the foregoing, XCEL, on behalf of itself, its successors and assigns (including, but not limited to, any purchasers, assignees or transferees of XCEL’s interests in CSRI and ESN), covenants, represents, warrants, and agrees that for any period of time in which Kline owns any shares, of any class, of ESN or CSRI or any new company or companies formed through the Restructure (“NewCo”), (a) there shall be no dilution to Kline’s 43% ownership interest in ESN, Kline’s 43% ownership interest in CSRI, or Kline’s 43% ownership interest in NewCo in any manner whatsoever, whether by stock split, reverse stock split, new stock issuance, stock reclassification or otherwise; (b) in the event that XCEL (or its successors or assigns) issues any additional shares in CSRI, ESN or NewCo (whether through issuance of additional authorized stock, increasing the authorized stock, or otherwise), then CSRI, ESN, and NewCo, as applicable, shall then correspondingly increase the amount of securities in CSRI, ESN, and NewCo, as applicable, held by Kline so that his proportionate ownership of CSRI, ESN, and NewCo are not decreased; (c) Kline’s shares in CSRI, ESN, and NewCo shall not be reclassified to decrease or deprive Kline of the voting rights and monetary value associated his ownership interest in the respective companies; and (d) XCEL, including its successors and assigns, shall take all commercially reasonable steps to protect the valuation of ESN, CSRI, and NewCo and shall not take any actions, such as selling all or substantially all the assets of ESN, CSRI, or NewCo to a separate entity, to circumvent the purpose of this clause (which is protecting Kline’s 43% interest in ESN, CSRI, and, if formed, NewCo). For avoidance of doubt, this non-dilution clause shall apply and remain in effect during any such time period that Kline’s shares are held by Kline or his heirs. Nothing in this provision shall prevent Kline from selling any or all of his interest in ESN, CSRI, or NewCo, nor prevent XCEL from selling any or all of its interest in ESN, CSRI, or NewCo; provided, however, that this non-dilution clause shall be binding upon any and all successors and assigns of XCEL. The Parties may, at any time, mutually agree in writing to amendment of this Section 5.4.

5.5 Board Seat.

The Parties anticipate that XCEL will form a brand subsidiary (“XCEL Brand”). XCEL, inclusive of its successors and assigns, shall offer Kline a board seat on the XCEL Brand board of directors and the position of president.

5.6 XCEL’s Right of First Refusal.

Kline shall not sell, assign, pledge, or any manner transfer any of his shares in ESN, CSRI, or NewCo, except by a transfer that meets the requirements set forth below.

(a) If Kline desires to sell or otherwise transfer any of his shares in ESN, CSRI, or NewCo (collectively, for purposes of this Section 5.6, “Kline’s NewCo Shares”), then Kline shall first give written notice thereof (the “Option Notice”) to XCEL. The Option Notice shall name the proposed transferee and state that number of shares to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer.

Securities Exchange Agreement

(b) For thirty (30) days following receipt of the Option Notice, XCEL shall have the option to purchase all (but not less than all) of the shares specified in the Option Notice at the price and on the terms set forth in such notice; provided, however, that, with Kline’s consent, XCEL shall have the option to purchase a lesser portion of the shares specified in said notice at the price and upon the terms set forth therein. In the event of a gift, property settlement, or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from this Section 5.6, the price shall be deemed to be the fair market value of the stock at such time as determined by independent appraisal or mutual consent of the parties. In the event that XCEL elects to purchase all of Kline’s NewCo Shares or, with Kline’s consent, a lesser portion of Kline’s NewCo Shares, XCEL shall give written notice to Kline of XCEL’s election and settlement for the shares shall be made as provided below in subsection 5.4(d).

(c) XCEL shall not assign its rights hereunder.

(d) In the event XCEL elects to acquire any of Kline’s NewCo Shares as specified in the Option Notice, then XCEL shall notify Kline in writing and settlement thereof shall be made in cash within thirty (30) days after XCEL receives the Option Notice; provided, however, that if the terms of payment set forth in the Option Notice were other than cash against delivery, XCEL shall pay for said shares on the same terms and conditions set forth in the Option Notice.

(e) In the event that XCEL does not elect to acquire all of Kline’s NewCo Shares listed in the Option Notice, Kline may, within the sixty (60)-day period following the expiration or waiver of the option rights granted to XCEL, transfer such shares to a third party on the terms and conditions set forth in the Option Notice.

(f) Notwithstanding anything herein to the contrary, the Parties agree that the following transactions shall be exempt from the provisions of this Section 5.6: (i) Kline’s transfer of any or all of Kline’s NewCo Shares held during his lifetime to a trust in accordance with Section 5.3, or on Kline’s death by will or intestacy to his immediate family or to any custodian or trustee for the account of Kline or his immediate family; and (ii) Kline’s transfer of any or all of Kline’s NewCo Shares to pursuant to and in accordance with the terms of any merger, consolidation, reclassification, or reorganization of ESN, CSRI, or NewCo.

(g) If Kline’s sale or transfer of Kline’s NewCo Shares results in Kline owning less than 6% of ESN, CSRI, or NewCo, then Kline shall be deemed to have terminated his employment with ESN, CSRI, and NewCo, in which event Kline shall not be entitled to severance payment under his employment agreement with ESN, CSRI, and NewCo.

(h) The provisions of this Section 5.6 may be waived, amended, or repealed by the mutual written consent of Kline and XCEL.

ARTICLE VI

Miscellaneous

6.1 All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to XCEL, to:

Michael O’Shea, President

Xcelerate Inc.

110 Renaissance Circle

Mauldin, South Carolina 29662

Email: mfo@frgi.net

with a copy to:

Andrew I. Telsey, P.C.

6198 S Moline Ct.

Englewood, CO 80111

Email: andrew@telseylaw.com

Securities Exchange Agreement

If to Kline, to:

John Jay Kline

6035 Falcon St.

Ventura, CA 93003

with a copy to:

Jacquelyn D. Ruffin

Myers, Widders, Gibson, Jones & Feingold LLP

39 N. California St.

Ventura, CA 93001 j

ruffin@mwgjlaw.com

6.2 Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Exchange is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Exchange are fulfilled to the extent possible.

6.3 Counterparts; Facsimile Execution.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

6.4 Entire Agreement; Third Party Beneficiaries.

This Agreement constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Exchange and is not intended to confer upon any person other than the Parties any rights or remedies.

6.5 Governing Law; Venue.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California for all substantive and procedural matters, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent the laws of Delaware are mandatorily applicable to the Exchange. The Parties agree that the jurisdiction and venue of any action brought to enforce any term and condition of this Agreement lies in the state or federal courts located in the County of Ventura, State of California. The Parties hereby irrevocably submit themselves to the jurisdiction of the Courts of the State of California, Ventura County and the jurisdiction of the United States District Court for the Central District of California for the purpose of any suit, action or other proceeding arising out of or related to this Agreement. The Parties hereby waive and expressly agree not to assert, in any way, any claim or allegation that they are not personally subject to the jurisdiction of the courts named above. The Parties further agree to waive any claim or allegation that the suit, action, or proceeding is either brought in an inconvenient forum or that the related venue is improper

6.6 Assignment.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of each of the other Parties; provided, however, that Kline’s interest in the XCEL Shares, CSRI shares, ESN shares, and NewCo shares, and all associated rights under this Agreement, shall vest in Kline’s spouse Karen B. Cole upon Kline’s death without prior consent from XCEL. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns

Securities Exchange Agreement

6.7 Attorneys’ Fees.

If any Party retain counsel for the purpose of enforcing, or preventing the breach of, any provision hereof, including, but not limited to, the institution of any action or proceeding, whether by arbitration, judicial or quasi-judicial action or otherwise, to enforce any provision hereof, or for a declaration of any such Party’s rights or obligations hereunder, then, whether such matter is resolved by negotiations, or by arbitration or judicial determination, the prevailing Party shall be entitled to be reimbursed by the losing Party for all costs and expenses incurred thereby, including, but not limited to, reasonable attorneys’ fees for the services rendered to such prevailing Party.

6.8 Dispute Resolution.

The Parties shall attempt to resolve any disputes by informal meet and confer. If the Parties are unable to resolve their dispute by an informal meet and confer process, then the Parties shall submit the dispute for binding arbitration, in accordance with California Code of Civil Procedure Sections 1280-1294.2, in Ventura County, California, before a neutral arbitrator selected from Judicate West (or if it no longer exists, from the American Arbitration Association (AAA), of it that no longer exists, from JAMS, or if that no longer exists, from a similar arbitration organization.) If the Parties cannot agree upon an arbitrator, then each Party shall select an arbitrator and those two arbitrators shall select a third arbitrator who shall arbitrate the dispute. Arbitration shall be conducted in accordance with the applicable arbitration association’s then current rules related to commercial arbitration. The Parties shall have all rights to depositions and discovery as provided under the rules of the selected arbitration organization. The arbitrator must apply California law to the proceeding. The arbitrator has the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, but the arbitrator may not order relief in excess of what a court could order. The arbitrator must prepare and provide the parties with a written award including factual findings and the legal reasoning upon which the award is based. The arbitrator may award the prevailing party expert witness fees, and other litigation expenses, expended or incurred in such arbitration or litigation. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator or correct or vacate such award as provided by applicable law pursuant to California Code of Civil Procedure section 1285. The Parties understand that by agreeing to binding arbitration, they are giving up the rights they may otherwise have to trial by a court or a jury and all rights of appeal, and to an award of punitive or exemplary damages.

Securities Exchange Agreement

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized signatories as of the Effective Date.

“ XCEL”

XCELERATE, INC.

By: /s/ Michael O’Shea                                       

Name: Michael O’Shea

Title: Chief Executive Officer

“Kline”

/s/ John Jay Kline                                                 

John Jay Kline

Securities Exchange Agreement

Exhibit 10.2

STOCK PURCHASE & SALE AGREEMENT

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”).

RECITALS

WHEREAS, Grand is the registered and beneficial owner of 400,000 shares of the common stock of California Skin Research, Inc., a California corporation (“CSRI” or the “Company”), representing 50% of said Company’s issued and outstanding securities and is an officer and director of CSRI.

WHEREAS, this Agreement sets forth the terms pursuant to which Purchaser will purchase from Grand 352,000 shares of the common stock of CSRI owned by Grand (the “Stock Purchase”), such that Grand will own 6% of the outstanding equity of CSRI, once all of the proposed transactions described hereinbelow are successfully consummated.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.                  Sale of Shares. Subject to the terms and conditions set forth below, Seller hereby agrees to sell, transfer and assign to Purchaser, and Purchaser hereby agrees to purchase from Seller, for the monetary payment and other consideration set forth below, all of Seller’s right, title and interest in and 352,000 shares of the common stock of CSRI currently owned by Seller (the “Purchased Shares”).

2.                  Consideration.

(a)               Payment. Purchaser shall pay to Seller an aggregate of $100,000 (including $1,000 as consideration for the covenant described in Section 6, below) at Closing, as defined below, for the Purchased Shares.

(b)               Additional Consideration. As additional components of the consideration to be paid for the Purchased Shares:

i.                    Seller shall be released from and have no personal liability for any of the Company’s liabilities except as may be agreed by the parties pursuant to a Release and Indemnity Agreement or other written agreement entered into between them (the “Guaranteed Liabilities”). Purchaser acknowledges that the Stock Purchase is contingent upon Seller’s being released from all personal liability for the Guaranteed Liabilities (the “Release”) and that the Stock Purchase cannot occur in the absence of Seller being provided with reasonably acceptable proof of the Release. Seller acknowledges that Seller’s timely efforts to aid Purchaser in performing the acts needed to accomplish the Release will be needed. Both Parties intend to, and agree to use best efforts to, accomplish the Release concurrently with or as quickly as is practicable after the Closing Date.

ii.                  Purchaser shall take all acts required to ensure that, for the period ending 10 years after the Closing Date, Seller shall have the right to purchase products sold by the Company at a price of 50% of the applicable wholesale price of such product at the time of purchase; provided, however, that such purchases shall be solely for the personal use of Seller or Seller’s family and shall be limited in quantity to one case per product per calendar year.

3.                  Conditions to Sale. The obligations of Purchaser to purchase, and Seller to sell the Purchased Shares pursuant to this Agreement are specifically subject to and conditioned on the following events, which Seller and Purchaser agree in good faith to cooperate to cause to occur prior to the Closing Date or as soon thereafter as may be reasonably accomplished:

(a)               Seller shall be released from any personal liability for the Guaranteed Liabilities, pursuant to the Release described in Section 2(b)(i) above.

(b)               Seller and ESN Group, Inc., a California corporation, shall close all of the transactions and agreements contemplated by an agreement for the repurchase by ESN Group, Inc. of certain shares of the common stock of ESN Group Inc. held by the Seller on or before the Closing Date.

(c)               The other current shareholder of the Company shall take all action necessary to assign an aggregate of 56,000 shares of the Company’s common stock to Purchaser so that Purchaser shall own 51% of the outstanding securities of the Company upon Closing of this transaction.

(d)               Seller shall cooperate with Purchaser to complete the tasks needed to transition material corporate matters from Seller to Purchaser and/or the Company (the “Transition Tasks”).

(e)               Any rights to acquire the Purchased Shares that CSRI may hold related to the transaction set forth herein pursuant to that certain Founder Common Stock Acquisition Agreement by and between CSRI and Grand entered into as of March 15, 2018 (the “Grand- CSRI Agreement”) shall be terminated prior to the Closing Date.

(f)                The Purchased Shares shall be transferred from Seller to Purchaser, and such transfer shall be recorded in CSRI’s books as provided in Section 6.02 of Article VI of CSRI’s Bylaws (the “CSRI Bylaws”).

(g)               Seller shall resign from the Board of Directors of CSRI and from all officer positions held by Seller in CSRI effective as of the Closing Date.

4.                  Seller’s Warranties. Except as set forth on Schedule 4 delivered by Seller to Purchaser at or prior to the Closing, as of the date hereof and on the Closing Date (as defined below), Seller warrants and represents that:

(a)            Seller has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary proceedings of Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement. This Agreement has been duly authorized, executed, and delivered by Seller, constitutes the legal, valid, and binding obligation of Seller, and is enforceable as to Seller in accordance with its terms. Except as otherwise set forth in this Agreement, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal or any other third party is required by Seller for the execution, delivery, or performance of this Agreement thereby. No consent, approval, authorization or order of, or qualification with, any court, government or governmental agency or body, domestic or foreign, having jurisdiction over Seller or over its respective properties or assets and no consent of any third party is required for the execution and delivery of this Agreement and the consummation by Seller of the transactions herein and therein contemplated, except such as may be required under the Securities Act or under state or other securities or blue sky laws, all of which requirements have been, or in accordance therewith will be, satisfied in all material respects. No consent of any party to any material contract, agreement, instrument, lease, license, arrangement, or understanding to which Seller or the Company is a party, or to which its or any of its respective businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement; and the execution, delivery, and performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, entitle any party to receive rights or privileges that such party was not entitled to receive immediately before this Agreement was executed under, or create any obligation on the part of Seller or the Company to which it was not subject immediately before this Agreement was executed under, any term of any such material contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate of incorporation or by-laws or analogous governing document of Seller (if applicable) or the Company or (if the provisions of this Agreement are satisfied) violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, decree, injunction, or writ of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over Seller or over its respective properties or assets.

(b)       Seller is an individual and has reached the age of majority in his state of residence.

(c)               Seller holds all right, title and interest in and to the Purchased Shares and the Purchased Shares have been duly issued and are non-assessable.

(d)               Other than the provisions of the Company’s Bylaws and the Grand-CSRI Agreement, the Purchased Shares are not subject to any voting trust or agreement or any other agreement restricting or prohibiting the transfer thereof.

(e) There is no pending or threatened action, claim or proceeding affecting the Purchased Shares before any court, governmental agency or arbitrator that may materially adversely affect Seller’s ownership of and title to the Purchased Shares nor, to the best of Seller’s knowledge, is there any basis for any such action, claim or proceeding.

(f)                To his knowledge, Seller is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of Seller’s ownership of the Purchased Shares, which violation would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. No domestic governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the transfer of the Purchased Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing Date, as will be completed in a timely manner.

(g)               The authorized capital stock of the Company consists of 1,000,000 shares of Common Stock, of which 800,000 shares of Common Stock are outstanding.

5.                  Purchaser’s Warranties. As of the date hereof and on the Closing Date Purchaser warrants and represents that:

(a)               Purchaser has all necessary power and authority to execute and deliver this Agreement. All actions on Purchaser’s part required for the lawful execution and delivery of this Agreement have been taken. Upon the execution and delivery hereof, this Agreement will be valid and binding obligations of Purchaser, enforceable in accordance with all terms and conditions hereof, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.

(b)               Purchaser understands that the Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Purchaser also understands that the Purchased Shares are being transferred pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser’s representations contained in this Agreement. Purchaser must bear the economic risk of this investment indefinitely unless the Purchased Shares are registered pursuant to the Securities Act, or an exemption from registration is available.

(c)               Purchaser represents that by reason of the business or financial experience of its officers and directors, Purchaser has the knowledge and capacity to protect its own interests in connection with the transactions contemplated herein. Purchaser has had an opportunity to fully investigate the Company’s business, management and financial affairs and has had the opportunity to review the Company’s operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from the Seller, the Company and its management regarding the terms and conditions of this investment.

6.                  Seller’s Covenant Not to Compete. Seller acknowledges the highly competitive nature of the business of the Company, and accordingly covenants and agrees not to engage in “Prohibited Activity” within the United States and Canada for a period beginning on the Closing Date and ending on the date two years after the Closing Date. For purposes of this non-compete provision, “Prohibited Activity” is activity in which the Seller (a) contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity established or engaged in the same or similar business as the Company, including those engaged in the business of manufacturing and/or selling personal body care or hair care products or (b) solicits the customers and/or employees of the Company. “Prohibited Activity” also includes the disclosure of trade secrets, proprietary information, or confidential information. Nothing in this Agreement shall prohibit Seller from purchasing or owning less than 5% of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Seller is not a controlling person of, or a member of a group that controls, such corporation. This section shall not in any way restrict or impede Seller from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. Seller shall promptly provide written notice of any such order to the Company. Seller acknowledges that $1,000 of the Purchase Price has been allocated as consideration for this covenant and such amount represents sufficient consideration to enforce said covenant.

7.                  Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place on the Effective Date or another date mutually agreed to by the Parties (the “Closing Date”).

(a)               General Procedure. On the Closing Date each party shall deliver to the other party such documents, instruments and materials in their possession as may be reasonably required in order to effectuate the intent and provisions of this Agreement, and all such documents, instruments and materials shall be reasonably satisfactory in form and substance to counsel for the other party.

(b)               Specific Items to be Delivered on the Closing Date.

(i)                 To be delivered by Seller on the Closing Date: Seller’s Certificate representing ownership of the Purchased Shares, along with a duly executed stock power conveying to Purchaser the Purchased Shares hereunder, along with Seller’s Certificate.

(ii)              To be delivered by Purchaser: Certified check for the Purchase Price. Alternatively, the Purchase Price may be paid via electronic means, with evidence of payment acceptable to Seller.

8.                  Right to Terminate. If the conditions set forth in Section 3 cannot be satisfied, Purchaser’s obligation to purchase, and Seller’s obligation to sell the Purchased Shares hereunder shall immediately terminate and this Agreement shall be null and void. Without limitation to the foregoing sentence, if Purchaser is unable to satisfy the condition set forth in Section 3(a) by the date 45 days after the Effective Date, either Party shall have the right to terminate this Agreement by notice to the other Party, and upon such notice of termination Purchaser’s obligation to purchase, and Seller’s obligation to sell, the Purchased Shares hereunder shall immediately terminate and this Agreement shall be null and void.

9.                  Brokers. Each party hereto represents and warrants to the other that it has not used any broker, finder, or similar agent in connection herewith, and that no commission or fee to a broker, finder, or similar agent shall be due in connection with this transaction.

10.              Further Assurances. Each party hereto agrees to cooperate fully with the other party hereto, execute such additional instruments, documents and agreements, give such further written assurances, and do all other things as may be reasonably requested, to consummate the Stock Purchase, to evidence and reflect the transactions contemplated herein, and to carry out the intents and purposes of this Agreement.

11.              Waiver. No action or failure to act by parties shall constitute a waiver of any right or duty afforded them hereunder, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach hereunder, except as may be specifically agreed in writing.

12.              Modification. This Agreement, and any of its terms, conditions and provisions may be modified, amended, altered, supplemented, added to, canceled or terminated only by mutual agreement in writing signed by all the parties hereto.

13.              Integration. This Agreement, together with the exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces any and all other prior and contemporaneous negotiations, conversations, inducements, understandings and/or agreements, written, oral, implied or otherwise. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

14.              Counterparts. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted electronically is to be treated as an original document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request of any party, a facsimile or telecopy document is to be re-executed in original form by the parties who executed the facsimile or telecopy document. No party may raise the use of electronic means as a defense to the enforcement of the Agreement or any amendment or other document executed in compliance with this Section.

15.              Survival of Covenants. The agreements, rights, obligations, guarantees, promises, warranties and representations set forth in this Agreement shall survive the Closing Date and the payment of funds hereunder, shall not be affected by any reviews, audits, and/or searches performed by or on behalf of either party prior to said Closing Date, and shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of all the parties.

16.              Attorney’s Fees. If any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

17.              Governing Law. This Agreement shall be governed by the laws of the State of California, with venue in the Superior Court of Santa Barbara County, even if one or more of the parties hereto is now or may hereafter become a resident or citizen of a different state. The invalidity, illegality, or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid, illegal, or unenforceable provision had been omitted.

18.              Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by a party under this Agreement or the Bylaws, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Agreement or under the Bylaws or any waiver on such party’s part of any provisions or conditions of the Agreement or the Bylaws must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement the Bylaws, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

19.              Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to Purchaser and Seller at the addresses set forth in the signature block below or at such other address as Purchaser or Seller may designate by ten (10) days advance written notice to the parties hereto.

20.              Expenses. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement.

IN WITNESS WHEREOF, the parties hereto have entered this Stock Purchase and Sale Agreement on the Effective Date set forth above.

KENNETH GRAND LIVING TRUST

/s/ Kenneth Grand                                         

Kenneth Grand, Trustee

XCELERATE, INC.

By: /s/ Michael O’Shea                              

Michael O’Shea, Chief Executive Officer

Exhibit 10.3

STOCK REPURCHASE & DEBT

REPAYMENT AGREEMENT

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”.

RECITALS

WHEREAS, KG is an officer and director of the Company

WHEREAS Grand is the registered and beneficial owner of 880 shares (the “Shares”) of the Company’s common stock, an amount that constitutes eighty-eight percent (88%) of the Company’s issued and outstanding securities;

WHEREAS, Grand has requested that the Company purchase from Grand 863 of the Shares (the “Repurchase Shares”) for a total purchase price of Two Hundred Fifty Thousand Dollars ($250,000) (the “Repurchase Price”);

WHEREAS, KG is the holder of a Promissory Note issued by the Company to KG (the “Promissory Note”) on which the total amount of principal and interest due is One Hundred Six Thousand Three Hundred Twelve Dollars and 50/100 ($106,312.50);

WHEREAS, KG has requested that the Company pay to him One Hundred Six Thousand Three Hundred Twelve Dollars and 50/100 ($106,312.50) (the “Repayment Amount”) in full satisfaction, and in exchange for the cancellation, of (i) the debt represented by the Promissory Note, and (ii) any and all other amounts that may be owed to KG or Grand as of the Closing Date by the Company or by the related entity, California Skin Research, Inc., a California corporation (“CSRI”), regardless of how evidenced, (collectively, with the Promissory Note, the “Grand Debts”);

WHEREAS, pursuant to that certain Subscription Agreement and Investment Letter entered into on or about the Effective Date by the Company and Xcelerate, Inc., a Florida corporation (“Xcel”) (the “Xcel Agreement”), the Company has agreed to sell 142 shares of the Company’s common stock to Xcel (the “Xcel Stock Purchase”) for the total purchase price of Three Hundred Fifty-Six Thousand Three Hundred Twelve Dollars 50/100 ($356,312.50) (the “Xcel Stock Purchase Price”);

WHEREAS, pursuant to the Xcel Agreement, the Company has agreed use the entire Xcel Stock Purchase Price to pay the Repurchase Price to Grand in exchange for the Repurchase Shares and to pay the Repayment Amount to the Grand Parties in exchange for cancellation of the Grand Debts;

WHEREAS, the Company desires to pay the Repayment Amount to the Grand Parties in exchange for cancellation of the Grand Debts, and the Grand Parties desire to receive the Repayment Amount in exchange for cancelling the Grand Debts, upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Company desires to repurchase and redeem the Repurchase Shares for the Repurchase Price, and Grand desires that the Repurchase Shares be repurchased and redeemed by the Company for the Repurchase Price, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises, mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereto agree as follows:

1. Repurchase of Repurchase Shares; Cancellation of the Grand Debts. Subject to the terms and conditions set forth below, (i) the Company hereby agrees to purchase and redeem the Repurchase Shares, and Grand hereby agrees to sell the Repurchase Shares to the Company, and (ii) the Company hereby agrees to pay the Repayment Amount to the Grand Parties and the Grand parties hereby agree to accept the Repayment Amount in exchange for the cancellation of the Promissory Note and the cancellation of any and all other debts owed to the Grand Parties as of the Closing Date by the Company or by CSRI.

(a) Repurchase Price. As full and fair consideration for the repurchase of the 863 Repurchase Shares pursuant to this Agreement, the Company agrees to pay Seller the total Repurchase Price of $250,000.

(b) Repayment Amount. In addition to the Repurchase Price, in full satisfaction of, and in exchange for the cancellation of, (i) the Promissory Note, and (ii) any and all other debts owed to the Grand Parties as of the Closing Date by the Company or CSRI, regardless of how evidenced, and whether such indebtedness is owed to the Grand Parties, the Company agrees to pay to Grand the Repayment Amount of $106,312.50.

(c) Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall be held at the principal offices of the Company or at such other place and in such other manner as the Parties may mutually agree. On the date of Closing (the “Closing Date”), Seller shall deliver to the Company (i) a countersigned copy of this Agreement, (ii) a duly executed assignment separate from certificate in the form of Exhibit A hereto for the Repurchase Shares (the “Assignment”), and (iii) the Promissory Note, to be cancelled. The Company will deliver to the Grand Parties (i) its counterpart signature to this Agreement, (ii) a new stock certificate for seventeen (17) shares of the Company’s common stock, representing the difference between the Shares and the Repurchase Shares, and (iii) payment of the Repurchase Price and the Repayment Amount by certified check or in such other form or manner as the Parties may mutually agree. Additionally, the Company shall update its register of Common Stock and shareholders to show that the repurchase of the Repurchase Shares occurred.

(d) Termination of Rights. Upon execution of this Agreement and completion of the other Closing actions set forth in Section 1(b) above, Seller shall have no further rights in the Repurchase Shares and the Repurchase Shares will cease to be outstanding for any and all purposes.

2. Conditions to Sale. The obligations of the Company to purchase, and Grand to sell, the Repurchase Shares, and for the Company to pay the Repayment Amount and the Grand parties to cancel the Grand Debts, pursuant to this Agreement, are specifically subject to and conditioned on:

(a) The prior closing of the Xcel Stock Purchase and the Company’s receipt of the Xcel Stock Purchase Price such that the Company can use such funds to pay to Grand the Repurchase Price and the Repayment Amount;

(b) The ability of the Company, demonstrated to the satisfaction of counsel for each Party, to pay the Repurchase Price to Grand without violating restrictions imposed by California law on distributions to shareholders; and

(c) Proof to Grand’s reasonable satisfaction that he no longer is a guarantor of any material indebtedness of the Company or CSRI, including any and all lines of credit with financial institutions.

3. Representations & Warranties of the Seller. Seller hereby warrants and represents to Company that:

(a) Seller is the owner of and holds valid and marketable title to the Repurchase Shares, which are fully paid and non-assessable, free and clear of any and all liens, claims, and encumbrances, and Seller has the legal capacity to deliver to the Company title to the Repurchase Shares to be acquired by it hereunder, free and clear of any and all liens, claims, encumbrances, and adverse claims of any nature whatsoever.

(b) Seller has, or as of the Closing will have, obtained all necessary consents and waivers such that Seller's surrender of the Repurchase Shares to the Company for cancellation pursuant hereto shall and hereby does transfer valid and unencumbered title to such Repurchase Shares to the Company.

(c) Neither the execution, delivery or performance of this Agreement, nor the consummation by Seller of the transactions contemplated hereby, nor compliance by Seller with the terms and provisions hereof, will (i) conflict with, or result in the breach or termination of, or constitute a default (or with notice or lapse of time or both, constitute a default) under or result in the termination or suspension of, or accelerate the performance required by the terms, conditions or provisions of, any contract, note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument to which Seller is a party or by which Seller is bound; (ii) constitute a violation by Seller of any law or statute or any judgment, ruling, order, writ, injunction, decree, rule or regulation of any court or governmental authority applicable to Seller or the Shares; or (iii) result in the creation of any lien, charge, encumbrance, mortgage, pledge or security interest of any kind upon the Shares.

ESN-Grand Stock Repurchase & Debt Repayment Agreement

(d) Other than this Agreement and the Company’s Bylaws, Seller is not a party or subject to any contract, agreement or commitment that remains in effect with respect to the Repurchase Shares. Seller is not in default of, and, to his knowledge, there is no reasonable basis for any valid claim of default against Seller under, any such agreements, including, but not limited to, any agreement or obligation providing a right of co-sale, right of first refusal, or right of first offer over, or prior notice with respect to, the transfer of any of the Repurchase Shares contemplated hereunder.

(e) There is no action, suit, claim, or other proceeding, pending or, to Seller's knowledge, threatened against Seller that, if adversely determined, would call into question the validity or prevent the consummation of the transactions contemplated by this Agreement or materially and adversely affect the Company's ability to acquire the Repurchase Shares to be acquired by it as provided in this Agreement. Seller is not engaged in any claim or dispute with the Company, and Seller has no present intention of making any claim or demand against or entering into any action, suit, claim, or other proceeding involving or against the Company.

4. Representations and Warranties of the Company. The Company hereby represents and warrants to Seller that:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.

(b) All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization of the repurchase of the Repurchase Shares and the execution and delivery of this Agreement, and for the performance of all obligations of the Company under this Agreement has been taken or will be taken prior to the Closing Date. This Agreement, when executed and delivered by the Company, shall constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Neither the execution, delivery or performance of this Agreement, nor the consummation by the Company of the transaction contemplated hereby, nor compliance by the Company with the terms and provisions hereof, will (i) conflict with, or result in the breach or termination of, or constitute a default (or with notice or lapse of time or both, constitute a default) under or result in the termination or suspension of, or accelerate the performance required by the terms, conditions or provisions of, any contract, note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument to which the Company is a party or by which the Company is bound; or (ii) constitute a violation by the Company of any law or statute or any judgment, ruling, order, writ, injunction, decree, rule or regulation of any court or governmental authority applicable to the Company.

(d) There is no action, suit, claim, or other proceeding, pending or, to the Company's knowledge, threatened against the Company that, if adversely determined, would call into question the validity or prevent the consummation of the transaction contemplated by this Agreement or materially and adversely affect the Seller's ability to sell the Repurchase Shares to be repurchased by the Company as provided in this Agreement. The Company is not engaged in any claim or dispute with the Seller, and the Company has no present intention of making any claim or demand against or entering into any action, suit, claim, or other proceeding involving or against the Seller.

5. Release. As a material inducement for the Company to enter into and perform its obligations under this Agreement, the Grand Partiesr, effective as of the Closing of the transaction contemplated hereby, releases and discharges forever the Company, together with its officers, directors, employees, shareholders, agents and assigns (each a “Released Party”), from any and all claims, demands and causes of action, whether direct or indirect, foreseen or unforeseen, which the Grand Parties have against any such Released Party, which claims, demands and causes of action relate to or arise out of Seller's purchase of the Repurchase Shares and prior ownership of the Repurchase Shares, the operation or management of the Company, any right to receive any dividends, proceeds or other distributions from the Company based on ownership of the Repurchase Shares, the sale by Seller of the Repurchase Shares back to the Company for the Repurchase Price pursuant to this Agreement, any alleged increase in the value of the Repurchase Shares over the Repurchase Price, or any other matters relating to the Company's repurchase and redemption of the Repurchase Shares pursuant hereto or relating to the cancellation of the Grand Debts pursuant hereto. In connection therewith, Seller hereby certifies that Seller has read, and waives application of, the following provisions of California Civil Code, Section 1542:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

ESN-Grand Stock Repurchase & Debt Repayment Agreement

Seller understands and acknowledges that the significance and consequence of the waiver of California Civil Code, Section 1542, is that Seller intends the foregoing release to apply to claims that may exist as of the date of this Agreement but which Seller does not know exist, and which, if known, would materially affect such party's decision to execute this Agreement, regardless of whether this lack of knowledge was the result of ignorance, oversight, error, negligence or any other cause.

6. General.

(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto relating to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the Parties.

(b) Amendment. This Agreement may not be changed or amended except by a writing executed by the Company and Seller.

(c) Benefit; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns (to the extent this Agreement is assignable). No Party may assign this Agreement without the prior written consent of the other Party hereto. Any assignment or attempted assignment without the other Party's prior written consent shall be void.

(d) Governing Law. This Agreement shall be governed by the laws of the State of California, with venue in the Superior Court of Santa Barbara County, even if one or more of the parties hereto is now or may hereafter become a resident or citizen of a different state. The invalidity, illegality, or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid, illegal, or unenforceable provision had been omitted.

(e) Waiver. No delay or failure by either party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such party's right thereafter to exercise or enforce each and every right and provision of this Agreement. A waiver to be valid shall be in writing, but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g) Headings; Interpretation. The headings are for reference purposes only, and are not to be considered in construing this Agreement. In construing or interpreting this Agreement, the word “or” shall not be construed as exclusive, and the word “including” shall not be limiting.

(h) Severability. If any provision of this Agreement shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to render it legal, valid and enforceable while to the fullest extent possible preserving the business and financial intent and impact of the original provision, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected thereby.

(i) Further Assurances. Each Party hereto agrees to cooperate fully with the other Party hereto, execute such additional instruments, documents and agreements, give such further written assurances, and do all other things as may be reasonably requested, to consummate the Stock Purchase, to evidence and reflect the transactions contemplated herein, and to carry out the intents and purposes of this Agreement.

(j) Expenses. Each Party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement.

(Signature Page Follows)

ESN-Grand Stock Repurchase & Debt Repayment Agreement

IN WITNESS WHEREOF, this Stock Repurchase & Debt Repayment Agreement has been executed by each of the parties hereto, all on the date first above written.

KENNETH GRAND LIVING TRUST

DATED 6-13-07

ESN GROUP, INC.

By: /s/ John Jay Kline                                          

John Jay Kline, Chief Executive Officer

SIGNATURE PAGE

ESN-Grand Stock Repurchase & Debt Repayment Agreement

Exhibit 10.4

Binding Patent Purchase Agreement

01 May 2022

H S Pharmaceuticals, LLC

820 S Main St. Unit 103

Greenville, SC 29601

Re: Sale of Intellectual Property

Gentlemen:

This letter agreement is entered into, as of May _, 2022 (the "Effective Date"), by and between Xcelerate, Inc., a Florida corporation, with its principal place of business located at 110 Renaissance Circle Mauldin, SC 29662 ("Purchaser"), and HS Pharmaceuticals, LLC, a South Carolina LLC, with its principal place of business located at 820 South Main St. Greenville, SC 29601 ("Seller"), sets forth our agreement and understanding as to the essential terms of the sale to the Purchaser by the Seller of the Seller's interests in certain provisional patent applications, non-provisional patent applications, patents, and/or related foreign patents and applications. The parties intend this letter agreement to be binding and enforceable, and that it will inure to the benefit of the parties and their respective successors and assigns. The parties hereby agree as follows:

1. Purchased Assets. Upon the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all right, title and interest in and to all of the following;

(a) inventions, invention disclosures, and discoveries specifically disclosed in any of the Patents as more specifically outlined in Exhibit A to this letter and subject to the exclusions contained therein;

(b) rights to apply in any or all countries of the world for patents, certificates of invention, utility models, industrial design protections, design patent protections, or other governmental grants or issuances of any type related to any of the Patents and the inventions, invention disclosures, and discoveries specifically disclosed therein;

(c) causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Patents and/or the rights described in subparagraph 4.2(b), including, without limitation, all causes of action and other enforcement rights for damages, injunctive relief, and any other remedies of any kind for past, current and future infringement;

2. Assumed Liabilities. The Purchaser will assume, as of the closing date, only those liabilities and obligations (i) arising from, and at the sole discretion of, the Purchaser in connection with the research, development and commercialization of the Purchased Assets after the closing date, and (ii) arising after the closing date in connection with the performance by the Purchaser of the contracts and agreements associated with the Purchased Assets.

3. Sellers Right to Re-Acquire Certain Purchased Assets. Purchaser will relinquish and return to Seller, all Purchasers' interests in the Purchased Assets, or portion thereof, for which agreed upon research projects are not funded, and the research studies have not commenced within 2 years from the date of signing the final agreement.

4. Purchase Price. The purchase price will be the issuance, by the Purchaser to the Seller, of Ten Million (10,000,000) shares of the restricted common stock of the Purchaser (the "Xcelerate Shares"). These Xcelerate Shares to be issued concurrent with the delivery, by the Seller to the Purchaser, of the necessary assignments of the Purchased Assets. The parties have agreed that, as further consideration, the purchaser agrees, at its' sole discretion and expense, to further develop the research and or commercialization of any of all of the Purchased assets. The Purchaser agrees that, should such development result in income from the marketing, licensing or sale of any or all of the Purchased Assets, it will account for all of its' expenses related to that income and, after reimbursing itself for those expenses, share the resulting net profit, if any, with the Seller on a 50/50.

5. Representations of Seller: Seller hereby represents and warrants to Purchaser as follows:

5.1 Organization. Seller is a corporation duly organized, validly existing and in good standing, under the laws of South Carolina.

5.2 Ownership of the Assigned Patents and Contest. Seller owns all rights, title and interest in and to the Assigned Patents free and clear of any Liens and has the right and power to assign the Assigned Patents to Purchaser free and clear of any Liens except to the Seller as specified in this Agreement. There are no actions, suits, claims or proceedings to which Seller is a party that is pending or, to the knowledge of Seller, threatened, to the knowledge of Seller there is no investigation pending, and Seller has not received written communications or correspondence in the twelve (12) months prior to the date hereof that challenges the validity, enforcement, construction, use or ownership of the Assigned Patents. There are no orders, decisions, injunctions, judgments, decrees or rulings enacted, adopted, promulgated or applied by a Governmental Authority binding the Seller or, to the knowledge of Seller, any of its properties comprising any portion of the Assigned Patents, which (i) restrict any of Seller's rights, or would, to the knowledge of Seller, restrict any of Purchaser's, or any of its successors' and assigns' rights, in or to the Assigned Patents. There is no current suit, action or proceeding to which Seller or any of its Affiliates is a party or, to the knowledge of Seller, any other current suit, action or proceeding in which any third party has asserted that the Assigned Patent is not solely owned by Seller, that the Assigned Patents may not be assigned to Purchaser on the terms set forth herein. No Affiliate of Seller is the owner or exclusive licensee of the Assigned Patents. Notwithstanding any of the foregoing, actions and other determinations received from the USPTO or equivalent patent agencies in foreign jurisdictions in the ordinary course of patent prosecution shall not be deemed, in and of itself, to render inaccurate any of the representations or warranties set forth in this Section 5. Notwithstanding any of the foregoing, the Parties recognize that the assignment of In-licensed IP (as described in Exhibit A) to Purchaser under this Agreement, requires the consent of MRC and LifeArc, a United Kingdom entity, and Seller will work diligently to get consent in a timely manner, Seller makes no representation or warranty that such consent will be granted.

5.3 Authority Relative to Agreements. Seller has all necessary corporate power and authority and has taken all corporate actions necessary including the requisite Manager and/or member approval, to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transaction in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by Seller and the consummation by Seller of the Transaction contemplated hereby and thereby, including without limitation the Patent Sale, have been unanimously approved by the Board of Directors of Seller and otherwise duly and validly authorized by all necessary corporate action, and no other corporate or other organizational proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the Transaction contemplated hereby and thereby, including without limitation the Patent Sale. This Agreement has been when executed will be duly and validly executed and delivered by Seller, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitute (or when executed will constitute) valid, legal and binding agreements and obligations of Seller enforceable against Seller in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors' rights generally and by general principles of equity.

5.4 No Conflict; Required Filings and Consents. Neither of the execution and delivery of this Agreement by Seller, the consummation by Seller of the Patent Sale or any other transaction contemplated hereby and thereby, or Seller's compliance with any of the provisions of this Agreement will (a) conflict with or violate the Seller Charter Documents, (b) except for filings, if any, required to be made under any applicable U.S. or foreign competition, antitrust, Patent Sale control or investment Laws that require Seller to make or obtain any filing with or any permit, authorization, consent or approval of any Governmental Authority or other person, (c) result in a material breach, violation or infringement of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to the creation of any material Lien or any right of termination, amendment, cancellation or acceleration) under, any of the te1ms, conditions or provisions of any material contract to which Seller is a party or by which Seller or any of its properties or assets are bound which affect the Assigned Patents or the Transaction, or (d) violate any applicable law, other than, in the case of clauses (c) and (d), any such breach, violation, infringement, default, right, termination, amendment, acceleration, cancellation or Lien that would not have, individually or in the aggregate, a material effect on the Assigned Patents which, on or after the Patent Sale Closing, would be reasonably likely to result in Purchaser being deprived of a significant portion of the value of the Transaction.

5.5 Assigned Patents Documentation. Seller has provided Purchaser with, or made available to Purchaser, true and correct copies of all material pertaining to the Assigned Patents. Seller has made the Assigned Patents files available for Purchaser's review at Seller's place of business that is in Seller's possession or of which Seller has knowledge, subject to redaction of financial and other sensitive terms that do not impact title or rights in or to the Assigned Patents and do not impact any obligations or liability on Purchaser.

5.6 Third-Party Agreements. Seller has made available to Purchaser copies of all Third-Party Agreements pertaining to the Assigned Patents and such copies are true and correct in all material respects.

5.7 Information Supplied. None of the information supplied or to be supplied by or on behalf of Seller contains any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.

5.8 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the sale of the Assets based upon arrangements made by or on behalf of the Seller or any of its Representatives.

5.9 Restricted Securities. The Seller understands that the Xcelerate Shares have not been, and will not be, registered under the Securities Act, are being issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Seller's representations as expressed herein. The Seller understands that the Shares are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Seller and its assigns must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Seller acknowledges that the Purchaser has no obligation to register or qualify the Shares for resale. The Seller further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Purchaser which are outside of the Seller's control, and which the Purchaser is under no obligation and may not be able to satisfy.

5.10 Legends. The Seller understands that the certificate representing ownership of the Shares may be notated with the following legend:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

6. Pre-Closing Covenants. The parties will use their reasonable best efforts to obtain all necessary third-party and government consents (including all certificates, permits and approvals required in connection with the purchase.

7. Conditions to Obligation. The Purchaser and the Seller will be obligated to consummate the acquisition of the Purchased Assets unless the Purchaser has failed to obtain, despite the parties' reasonable best efforts, all certificates, permits and approvals that are required in connection with Purchaser's acquisition of the Purchased Assets.

8. Expenses. Each party will pay all of its expenses, including legal fees, incurred m connection with the acquisition of the Business.

9. Indemnification: The Seller represents and warrants that the Purchaser will not incur any liability in connection with the consummation of the acquisition of the Purchased Assets to any third party with whom the Seller or its agents have had discussions regarding the disposition of the Purchased Assets, and the Seller agrees to indemnify, defend and hold harmless the Purchaser, its officers, directors, stockholders, lenders and affiliates from any claims by or liabilities to such third parties, including any legal or other expenses incurred in connection with the defense of such claims.

10. Miscellaneous Provisions.

10.1 Further Assurances. Each party hereto shall execute and/or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing any of the Transactions.

10.2 Fees and Expenses. Each party shall be responsible for their own fees and expenses.

10.3 Attorneys' Fees. If any legal action or other legal proceeding relating to this Agreement is brought against any party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

10.4 Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service or by email transmission with proof of receipt,) to the address set forth beneath the name of such party below (or to such other address or email address as such party shall have specified in a written notice given to the other parties hereto):

If to the Seller:

If to Purchaser:

10.5 Time of the Essence. Time is of the essence of this Agreement.

10.6 Headings. The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

10.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

10.8 Governing Law; Venue

(a) This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Florida (without giving effect to principles of conflicts of laws).

(b) The Purchaser and the Seller agree that, if any Proceeding is commenced against any Indemnitee by any Person in or before any court or other tribunal anywhere in the world, then such Indemnitee may proceed against the Seller in or before such court or other tribunal with respect to any indemnification claim or other claim arising directly or indirectly from or relating directly or indirectly to such Proceeding or any of the matters alleged therein or any of the circumstances giving rise thereto.

10.9 Successors and Assigns; Parties in Interest.

(a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any) and the Purchaser and their successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees (subject to Section 9.6); and the respective successors and assigns (if any) of the foregoing.

(b) Purchaser may freely assign any or all of their respective rights under this Agreement (including their indemnification rights under Section 9), in whole or in part, to any other Person without obtaining the consent or approval of any other Person. The Seller shall not be pe1mitted to assign any of its rights or delegate any of its obligations under this Agreement without the p1ior written consent of the Purchaser.

(c) Except for the provisions of Section 9 hereof, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing, (i) no employee of the Seller shall have any rights under this Agreement, and (ii) no creditor of the Seller shall have any rights under this.

10.10 Remedies Cumulative; Specific Performance. The rights and remedies of the parties hereto shall be cumulative (and not alternative). The Seller agrees that: (a) in the event of any Breach or threatened Breach by the Seller of any covenant, obligation or other provision set forth in this Agreement, the Purchaser shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such Breach or threatened Breach; and (b) neither the Purchaser nor any other Indemnitee shall be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or Proceeding.

10.11 Waiver.

(a) No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

(b) No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10.12 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Purchaser and the Seller.

10.13 Severability. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

10.14 Entire Agreement. This Agreement sets forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter thereof.

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If you agree with the terms of this letter agreement, please sign in the space provided below and return a signed copy to, email, to mfo@frgi.net. Upon receipt of a signed copy of this letter, we will proceed with our plans for consummating the transaction in a timely manner.

Very truly yours,

Xcelerate, Inc.

By: /s/ Michael F. O'Shea

Michael F. O'Shea

Its: C.E.O.

HS Pharmaceuticals, LLC

By: /s/ Jon Wilken             

Its: CEO

Exhibit 10.5

MEMBERSHIP INTEREST PURCHASE AGREEMENT

AfiyaSasa Africa, LLC / Xcelerate

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”.

1.       Extent of Membership Interest Purchased and Capital Contribution. In consideration for Capital Contributions as defined in this Section 1, the sufficiency of which are hereby acknowledged and agreed to, ASA hereby issues to Xcelerate a fifty-one percent (51%) Percentage Interest in ASA (the “Subject Interest”). Xcelerate, by authorized signature below, hereby understands, acknowledges and agrees to all terms and conditions set forth in the Operating Agreement, as amended a copy of which ASA has submitted to Xcelerate, and further understands, acknowledges and agrees to all limitations upon the rights and benefits appurtenant to the Subject Interest acquired by or through this Agreement and to be bound by all corresponding Member duties and obligations, each as set forth in the Operating Agreement. Specifically, as conditions precedent and subsequent to ASA’s issuance of and Xcelerate’s acquisition of the Subject Interest, Xcelerate shall make the following Capital Contributions and terms relevant thereto:

2.       Additional Covenants of Xcelerate.

a. Capacity and Authority. The natural person signing on behalf of Xcelerate has full legal capacity, right, power and authority to execute and deliver this Agreement as of the time this Agreement and Xcelerate has duly and validly executed the same. Xcelerate has full legal capacity, right, power and authority to perform its obligations hereunder. The terms and conditions set forth in this Agreement constitute valid and binding obligations of Xcelerate, enforceable in accordance (t)herewith. Xcelerate is authorized and otherwise fully qualified to purchase and hold the Subject Interest and to execute and deliver this Agreement. Xcelerate has not been formed for the specific purpose of acquiring the Subject Interest.

b. Acquisition for Own Account. Xcelerate is purchasing and acquiring the Subject Interest solely for its own account for investment for an indefinite holding period, not as a nominee or agent, and not with a view toward or for resale or other future distribution or disbursement in whole or part in connection with the acquisition thereof, and Xcelerate has no present intention of selling, granting any participation in, or otherwise transferring the same. Xcelerate is purchasing the Subject Interest with no present intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating directly or indirectly in a distribution of the Subject Interest. Xcelerate is the sole and only party in interest, and it is not purchasing the Subject Interest for the benefit of any other person. No one other than Xcelerate will have any interest in, or any right to acquire, the Subject Interest or any part thereof, nor does anyone other than Xcelerate have any interest in acquisition of the Subject Interest under this Agreement. ASA reasonably believes after reasonable investigation that Xcelerate is purchasing the Subject Interest solely for investment.

c. Sophistication. Xcelerate has such knowledge and experience in financial and business matters that Xcelerate, as a sophisticated investor, is fully capable of evaluating the merits and risks of such investment in, and purchase and acquisition of, the Subject Interest.

d. Ability to Bear Economic Risk. Xcelerate acknowledges that purchase of and investment in the Subject Interest involves a high degree of risk, up to and including loss of the entirety of funds provided by Xcelerate in relation to this Agreement. Xcelerate, its advisers, if any, and its designated representatives, if any, realize that because of the inherently speculative nature of the capital allocation strategies contemplated by ASA, the results of ASA’s operations may be expected to fluctuate from accounting period to accounting period, and generally will involve a high degree of financial and market risk that can result in substantial or at times even a total loss. Xcelerate represents that Xcelerate is able, without materially impairing Xcelerate’s financial condition, to hold the Subject Interest for an indefinite period of time, to suffer a complete loss of Xcelerate’s investment and to bear all economic risks of investment in and purchase and acquisition of the Subject Interest for an indefinite period of time. Xcelerate has adequate means of providing for current and anticipated financial needs and contingencies and has no need for liquidity of the Subject Interest acquired hereunder. Xcelerate’s overall commitment to investments that are comparable in risk to the Subject Interest is not disproportionate to Xcelerate’s net worth, and Xcelerate’s investment in the Subject Interest will not cause such overall commitment to become excessive.

e. Reasonable Access to and Full and Fair Disclosure of All Material ASA Information. Xcelerate acknowledges its receipt of the business disclosures heretofore made by ASA to Xcelerate, incorporated herein and integrated herewith by this reference, plus ASA’s internal financial due diligence documents (the “ASA Financial Documents”) collectively appended hereto as Exhibit 1, incorporated herein and integrated herewith by this reference. With respect to ASA and the Subject Interest, Xcelerate, its advisers, if any, and its designated representatives, if any, have been given reasonable access and have received full and fair disclosure to their satisfaction of the type of information and documentation normally provided in a prospectus for a registered securities offering, including without limitation that information referenced in Sections 10(a)(1), 10(c) and 27 of the Securities Act (15 U.S.C. §§ 77j(a)(1), 77j(c) and 77aa) and Securities and Exchange Commission Rules 408, 421 and 427 (17 CFR §§ 230.408, 230.421 and 230.427). Among such information and documentation are unaudited financial projections, including without limitation cash flow projections and a pro forma. Such financial records reflect that the proceeds of this Agreement, i.e. the financial consideration provided by Xcelerate in exchange for the Subject Interest, shall be used by ASA to fund its debts and operations as heretofore disclosed to Xcelerate by ASA. Xcelerate understands and acknowledges that such financial records are unaudited and prepared internally. With respect to any forecasts, projections of results and other forward looking statements and information provided to Xcelerate by or on behalf of ASA, Xcelerate acknowledges that such statements were prepared based upon assumptions deemed reasonable by ASA at the time of preparation. There is no assurance that such statements will prove accurate, and ASA has no obligation to update such statements. In connection with the same, Xcelerate, its advisers, if any, and its designated representatives, if any, have been afforded a reasonable opportunity to obtain any information and documentation necessary to verify for their own account, without reliance upon any representations or warranties by ASA, the accuracy, probability and viability of any information set forth in connection with this Agreement and the Subject Interest purchased and acquired hereunder or otherwise furnished by ASA, have had all of their inquiries to ASA answered to their satisfaction, and have been furnished with all information requested in writing relating to ASA, the terms of the transactions contemplated by this Agreement, and the offering, purchase and acquisition of the Subject Interest hereunder, including all material information concerning the application of the funds represented thereby. Xcelerate, its advisers, if any, and its designated representatives, if any, have relied only on the information contained in this Agreement and the Operating Agreement, and their independent review, assessment and evaluation of any information provided and referenced under this Section 4(e), furnished or made available to them at their written request by ASA, and subject to the limitations and qualifications set forth in this Agreement.

f. No Reliance. In making its decision to purchase the Subject Interest, Xcelerate has relied solely upon independent investigations made by it or its duly appointed and qualified representatives. Xcelerate is not relying on ASA or any of ASA’s Managers with respect to the tax and other economic considerations involved in the transaction contemplated by this Agreement.

g. No General Solicitation. Xcelerate is not acquiring the Subject Interest purchased and conferred under this Agreement as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented through the Internet, or presented at any seminar or general meeting, or any solicitation by a person not previously known to Xcelerate in connection with investments generally. No advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, has been used in connection with the sale of the Subject Interest.

h. Xcelerate Information. All of the information that Xcelerate has heretofore furnished, or which is set forth herein, is correct and complete as of the date of this Agreement, and if there should be any material change in such information, Xcelerate will immediately furnish revised or corrected information to ASA.

i. Sufficient Knowledge and Experience. Management of Xcelerate has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of investments generally and of this investment in the Subject Interest in particular and is able to bear the economic risk of this investment with the full understanding that it can lose the entire investment.

j. No Cancellation or Revocation. Except as provided herein, Xcelerate agrees that it is not entitled to cancel, terminate or revoke this Agreement or any transactions hereunder.

k. Survival. Xcelerate hereby acknowledges that this Agreement, and any agreements of Xcelerate thereunder shall survive the shutdown, dissolution or termination of Xcelerate, as applicable, and shall be binding upon and inure to the benefit of ASA, and Xcelerate, and their respective principals, administrators, trustees, successors, assignees and legal representatives, as applicable.

l. Information Submitted By Xcelerate. All of the information that Xcelerate has heretofore furnished, or which is set forth herein, is correct and complete as of the date of this Agreement, and if there should be any material change in such information, Xcelerate will immediately furnish revised or corrected information to ASA.

m. No Brokers. There shall not in any event or under any circumstance be any commission, discount, or other remuneration, excluding legal, accounting and printing fees, paid or given directly or indirectly by Xcelerate or ASA or any other person or entity to any party, including without limitation any brokers, dealers or sales persons, in order to facilitate the sale and purchase of the Subject Interest or otherwise in connection with or in relation to this Agreement or the transaction contemplated hereunder.

n. ASA’s Right to Rely on Xcelerate Covenants. Xcelerate understands and acknowledges to ASA that this Agreement and the Subject Interest purchased and conferred hereunder are being offered and provided in reliance upon certain self-executing exemptions from registration, including without limitation the self-executing exemption as a transaction by an issuer not involving any public offering, pursuant to Section 4(a)(2) of the Securities Act.

3. Governing Law and Dispute Resolution. This Agreement, the interpretation and enforcement hereof, all transactions contemplated herein, all matters related to the Subject Interest and the issuance and acquisition thereof to and by Xcelerate, and all other matters contemplated hereunder, and any disputes in relation thereto, shall be governed by, interpreted and construed in accordance with the laws of the State of Wyoming, subject to applicable securities laws of the United States. In any event, in any action or other proceeding arising out of, in connection with, or pursuant to this Agreement, the prevailing party shall be entitled to recover that party’s reasonable costs, expenses, and attorneys' fees.

4. Interpretation. The headings of sections and paragraphs in this Agreement are for convenience only and shall not be construed in any way to limit or define the content, scope, or intent of the provisions hereof. As used in this Agreement, the singular shall include the plural, and masculine, feminine, and neuter pronouns shall be fully interchangeable where the context so requires. If any provisions of this Agreement, or any paragraph, sentence, clause, phrase, or word, or the application thereof, in any circumstance, is adjudicated by a court of competent jurisdiction to be invalid or unenforceable, the validity and enforceability of the remainder of this Agreement shall be construed as if such invalid or unenforceable part was never included herein.

5. Construction and Amendment. This Agreement shall not be amended, modified, or altered except by a written document duly executed by Xcelerate and an actually authorized signatory of ASA that is permitted under the Operating Agreement and consistent with the terms and conditions thereof. The Parties hereby waive the application of any and all rules of law respecting the construction of ambiguous provisions which may exist in this Agreement against the party who, or whose attorney or agent, drafted such provisions.

6. Entire Agreement. This Agreement, its Exhibit, and all documents and instruments executed pursuant to this Agreement or contemporaneously herewith, including without limitation the Operating Agreement to the extent applicable, set forth the entire agreement between the Parties pertaining to the subject hereof and supersede any and all prior negotiations, agreements, understandings, and dealings, whether written or oral as to such subject, but not as to any interests in ASA previously acquired by Xcelerate under or in relation to the Operating Agreement. Except in connection with such previously acquired interests, no other promises, representations, warranties, assurances, understandings, or agreements have been made by or to, or have been or will hereafter be relied upon by any Party or any officer, director, shareholder, member, partner, agent, representative, attorney or other person acting on behalf of any Party.

7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 (e.g., www.docusign.com), as duly modified.

8. Severability. If any provision of this Agreement, any related document or the application thereof to any person or circumstance shall be adjudicated by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such related documents and the application (t)hereof shall not be affected, shall be construed as if the invalid, illegal or unenforceable provision was never included (t)herein, and shall be enforceable to the fullest extent permitted by law.

9. Notices. Any notice or other communication which any Party hereto may desire or may be required to give to any other Party shall be in writing, and shall be deemed given if and when personally delivered, or on the second business day after being deposited in United States registered or certified mail as indicated by the postmark thereon, return receipt requested, postage prepaid, or by verifiable electronic mail, addressed to a Party at the address set forth below, or to such other address as the Party to receive such notice may have designated to the other Party by notice in accordance herewith:

AfiyaSasa Africa, LLC

Attention: Dilan Ellegala, Manager

6846 East Stevens Road

Cave Creek, Arizona 85331

E-Mail: dbellegala@gmail.com

Xcelerate Inc.

110 Renaissance Circle

Mauldin, SC 29662

Attn: Michael O’Shea, President

E-Mail: mfo@frgi.net

With a copy to:

Andrew I. Telsey, P.C.

E-Mail: andrew@telseylaw.com

The contact information for such notices and communications may be modified or updated without the need to amend this Agreement by providing notice as required in this Section 9.

10. Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to one Party to this Agreement, whether or not upon any breach or default of the other Party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by any Party of any breach or default under this Agreement, or any waiver by such Party of any provisions or conditions of this Agreement, must be in writing and executed by a signatory with full actual power and authority to bind such Party and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, or by law or otherwise afforded to each Party, shall be cumulative and not alternative.

IN WITNESS WHEREOF, ASA and Xcelerate have executed this Agreement as of the date first set forth above.

By:  /s/ Doyle Word                                       

Doyle Word, Manager