Exhibit 10.31

TENTH AMENDMENT, WAIVER AND CONSENT

This Tenth Amendment, Waiver and Consent (“Tenth Consent”), is made and entered into effective as of July ____, 2017 (the “Effective Date”), by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.

WHEREAS, the Company and Purchasers identified on Schedule A entered into Securities Purchase Agreements (“Securities Purchase Agreements”) and other Transaction Documents (collectively, “Transaction Documents”) dated as of December 23, 2014, May 8, 2015, June 11, 2015, November 6, 2015, April 20, 2016, April 22, 2016, May 9, 2016, May 27, 2016 and July 15, 2016 (the April 20, 2016, April 22, 2016, May 9, 2016, May 27, 2016 and several other Securities Purchase Agreements with dates ranging between July 15, 2016 through October 6, 2016 (all collectively the “Securities Purchase Agreements”); and

WHEREAS, the Transaction Documents were previously amended and certain consents and waivers were granted pursuant to a certain Amendment, Waiver and Consent entered into as of May 8, 2015 (the “First Amendment”), as further amended on November 6, 2015 pursuant to a Second Amendment, Waiver and Consent (the “Second Amendment”), as further amended on April 20, 2016 pursuant to a Third Amendment, Waiver and Consent (the “Third Amendment”), as further amended on May 9, 2016 pursuant to a Fourth Amendment, Waiver and Consent (the “Fourth Amendment”), as further amended on July 15, 2016 pursuant to a Fifth Amendment, Waiver and Consent (the “Fifth Amendment”), as further amended and restated on September 16, 2016 (the “Fifth Amended and Restated Amendment”), as further amended on October 2, 2016 pursuant to a Sixth Amendment, Waiver and Consent (the “Sixth Amendment”), as further amended on November 30, 2016 pursuant to a Seventh Amendment, Waiver and Consent (the “Seventh Amendment”), as further amended on January 30, 2017 pursuant to an Eighth Amendment, Waiver and Consent (the “Eighth Amendment”), and as further amended on March 13, 2017 pursuant to a Ninth Amendment, Waiver, Restructuring and Consent (the “Ninth Amendment,” and together with the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Fifth Amended and Restated Amendment, the Sixth Amendment, the Seventh Amendment, and Eighth Amendment, the “Prior Amendments”); and

WHEREAS, pursuant to the Transaction Documents, the Company issued to the Purchasers Secured Convertible Notes (“Notes”) and Warrants (which Warrants have heretofore (pursuant to the Ninth Amendment) been exchanged for shares of the Company’s common stock, the “Exchange Shares”); and

WHEREAS, the Company wishes to amend the definition of Qualified Offering as it is defined in Section 1.1 of the Securities Purchase Agreements and the accompanying Transaction Documents and as amended pursuant to the Prior Amendments;

WHEREAS, the Company is requesting that Purchasers waive any Events of Default that occurred or may have occurred prior to the date hereof; and

WHEREAS, the Company is requesting that the Purchasers of the Notes (“2014 Purchasers”) issued on December 23, 2014 (“2014 Notes”) and the Purchasers of the Notes (the “2015 Purchasers”) issued in May, June and November of 2015 (the “2015 Notes”) agree to the extension of the Maturity Date of the December 2014 Notes and the 2015 Notes to July 31, 2017; and

WHEREAS, the Company is requesting that all holders of Notes consent and agree to, in accordance with the terms of the Securities Purchase Agreements, the terms of a contemplated private placement offering by the Company of Series B Convertible Preferred Stock (the “Series B Stock”) and Warrants in the minimum aggregate amount of $2 million and the maximum aggregate amount of $3 million (the “Preferred Stock Placement”), which private placement is anticipated to close concurrently with the Company’s anticipated initial public offering; and

WHEREAS, the Company and Purchasers agree to the following amendments, waivers and consents, which amendments, waivers and consents shall be effective upon the approval of all Purchasers, with such approval when achieved to be deemed effective as of the Effective Date.

NOW, THEREFORE, the Company and Purchasers hereby agree as follows:

1. The Maturity Date of the 2014 Notes and the 2015 Notes is extended to August 14, 2017.

2. The definition of “Qualified Offering” in Section 1.1 of the Securities Purchase Agreement is deleted and replaced with the following:

“Qualified Offering” means the occurrence of an offering of the Company’s Common Stock which closes in one or more closings in connection with which the Company receives not less than $5,000,000 of gross cash proceeds from the sale of Common Stock on or before July 21, 2017 at a pre-money valuation on a fully diluted basis of at least $20,000,000.”

3. As of the Effective Date, the Purchasers waive (i) any Events of Default that have occurred or may have occurred prior to the date hereof, and (ii) any restrictions contained in the Transaction Documents in order to afford the Company the opportunity to implement a Qualified Offering.

4. As of the Effective Date, the Purchasers consent and agree to the Preferred Stock Placement and waive any restrictions contained in the Transaction Documents in order to afford the Company the opportunity to implement the Preferred Stock Placement. The Purchasers expressly acknowledge that in connection with the Preferred Stock Placement, certain existing investors of the Company will be afforded the opportunity to exchange their Company securities for shares of Series B Preferred. A copy of the draft Securities Purchase Agreement for the Series B Preferred is attached hereto as Exhibit A, and the Purchasers (in connection with the foregoing consent, agreement and waiver to the Preferred Stock Placement) acknowledge that they have read such Securities Purchase Agreement, understand the terms thereof and waive and forego any rights they may have to participate in the Preferred Stock Placement.

5. The undersigned Purchaser hereby acknowledges, ratifies and confirms in all respects the Prior Amendments.

6. The undersigned Purchaser represents to the Company that it is the holder of the Notes and Exchange Shares in the amounts set forth on Schedule A hereto, it has not sold, transferred or otherwise assigned any of the Notes and Exchange Shares and it has the authority to enter into and deliver this Tenth Consent.

7. The Company represents that Schedule A hereto identifies all of the holders and sets forth the amounts as of the date herein of all of the securities issued or issuable pursuant to the Securities Purchase Agreements and that the Transaction Documents have not been previously amended nor any waiver of any term thereof granted by any party thereto other than as set forth in the Prior Amendments and this Tenth Consent.

8. This Tenth Consent may be executed in counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument. This Tenth Consent may be signed and delivered by facsimile or electronically and such facsimile or electronically signed and delivered Tenth Consent shall be enforceable.

9. This Tenth Consent shall be included in the definition of Transaction Documents as such term is defined in the Securities Purchase Agreements.

10. Sections 5.4, 5.5, 5.12 and 5.21 of the Securities Purchase Agreements are incorporated herein by reference.

11. Except as expressly set forth herein, this Tenth Consent shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction Documents or of any right, power or remedy of the Purchaser, or constitute a waiver of any provision of the Transaction Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith and any other agreement to which the Purchaser may be parties to, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the Purchaser reserves all rights, remedies, powers, or privileges available under the Transaction Documents and any other agreement to which the Purchaser may be parties to, at law or otherwise. This Tenth Consent shall not constitute a novation or satisfaction and accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection therewith and any other agreement to which the Purchaser may be a party to.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company and the undersigned Purchasers have caused this Tenth Consent to be executed as of the date first written above.

	ACCELERATED PHARMA, INC.
	the “Company”

	By:
		Michael Fonstein, Chief Executive Officer

“PRIOR PURCHASER”

Name of Prior Purchaser:

Signature of Authorized Signatory of Prior Purchaser:

Name of Authorized Signatory:

Title of Authorized Signatory:

Exhibit A

Series B Preferred Stock Securities Purchase Agreement

[attached hereto]

SCHEDULE A

PURCHASERS OF DECEMBER 23, 2014	PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE	EXCHANGE SHARES
CURBER INTERNATIONAL LTD. William House, 2^nd Floor Hibiscus Square, Pond Street P.O. Box 156 Grand Turk Truks and Caicos Island Attn: M. Goldschmid Mgoldshmid48@gmail.com	$400,000.00	61,251
MORRIS FUCHS 1109 East 22^nd Street Brooklyn, New York 11210 Email: lenoxxmorris@aol.com	$50,000.00	7,656
NACHUM STEIN 444 Madison Avenue, Suite 501 New York, NY 10022 Email: ns11238193@aol.com	$100,000.00	15,312
AMERICAN EUROPEAN INSURANCE CO. 444 Madison Avenue, Suite 501 New York, NY 10022 Email: ns11238193@aol.com	$100,000.00	15,312
HSI PARTNERSHIP 444 Madison Avenue, Suite 501 New York, NY 10022 Email: ns11238193@aol.com	$50,000.00	7,656
RR INVESTMENT 2012 LP c/o Ken Gliedman Licht Gliedman Investments PC 551 5^th Avenue New York, NY 10176	$50,000.00	7,656
TOTALS	$750,000.00	114,843

SCHEDULE A (continued)

PURCHASERS OF MAY 8, 2015 AND JUNE 11, 2015

PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE

EXCHANGE SHARES

2004 LEON SCHARF IRREVOCABLE TRUST CORP.

3839 Flatlands Ave., Suite 201

Brooklyn, NY 11234

Attn: Willy Beer

Tax ID# 20-665-6152

$100,000.00

22,250

HOCH FAMILY EQUITIES LLC

125-10 Queens Boulevard, Suite 224

Kew Gardens, NY 11415

Attn: Joseph Hoch, Member

Tax ID# 263694206

$ 50,000.00

11,121

RR INVESTMENT 2012 LP

285 Central Park West

New York, NY 10024

Attn: Ralph Rieder, Manager

Tax ID# 30-0759589

$500,000.00

111,228

API BIO INVESTORS, LLC

7 Glenwood Avenue, Suite 4190

East Orange, NJ 07017

Attn: AJ Ginsburg, Member

AJginsburg12@gmail.com

Tax ID# 47-3876371

$340,000.00

75,639

ABRAHAM BELSKY

16 Boxwood Lane

Lawrence, NY 11559

Fax: 718 313-9880

Tax ID# ###-##-####

$50,000.00

11,121

EDWIN W. COLMAN CHILDREN’S TRUST

50 Adams Gulch Road

Ketchum, ID 83340

Attn: Robert S. Colman, Trustee

Email: bcolman@colman-partners.com

Tax ID# 39-6330570

$100,000.00

22,250

ELI INZLICHT-SPREI

1121 East 21^st Street

Brooklyn, NY 11210

Fax: 718-859-5717

Tax ID# ###-##-####

$25,000.00

5,565

HARVEY LANG

783 Montgomery Street

Brooklyn, NY 11213

Fax: 718-773-1283

Tax ID# ###-##-####

$25,000.00

5,565

ALPHA CAPITAL ANSTALT

Lettstrasse 32

9490 Vaduz, Liechtenstein

Attn: Konrad Ackermann, Director

Fax: 011-423-2323196

$750,000.00

166,845

BRIO CAPITAL MASTER FUND LTD.

C/O Brio Management LLC

100 Merrick Road, Suite 401C

Rockville Centre, NY 11570-4800

Fax: 646-390-2158

Tax ID# 98-1072321

$110,000.00

24,470

BERNHARD LAZARUS

42 Herbert Samuel St., Apt. 40

Tel Aviv 68018, Israel

Email: lazarusb@netvision.net.il

Tax ID#: ###-##-####

$50,000.00

11,121

TOTALS

$2,100,000.00

467,175

SCHEDULE A (continued)

PURCHASERS OF NOVEMBER 6, 2015	PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE	EXCHANGE SHARES
API BIO INVESTORS, LLC 1 Skyline Terrace Spring Valley, NY 10977 Attn: A.J. Ginsburg, Member Email: AJGinsburg12@gmail.com Tax ID#:	$220,000.00	48,945
MORDECHAI MARC BELSKY 270 Forest Avenue Woodmere, NY 11598 Tel.: (516) 375-6000 Tax ID# ###-##-####	$50,000.00	11,121
KEREN BROCHA 26 Commonwealth Drive Lakewood, NJ 08701 Attn: Chaim Stefansky, Manager Tel.: (718) 362-1634 Tax ID#: 32-0012556	$35,000.00	7,785
CHAIM GROSS 1980 Swarthmore Avenue, Unit 1 Lakewood, NJ 08701 Tel.: (732) 930-9805 Tax ID#: ###-##-####	$30,000.00	6,675
HOCH FAMILY EQUITIES, LLC 125-10 Queens Boulevard, Suite 224 Kew Gardens, NY 11415 Attn: Ari Hoch, Member Fax: (718) 374-3872 Tax ID# 26-3694206	$100,000.00	22,250
MORRIS FUCHS 1109 East 22^nd Street Brooklyn, New York 11210 Email: gcmf47@gmail.com	$50,000.00	11,121
ELI INZLICHT-SPREI 1121 East 21^st Street Brooklyn, NY 11210 Fax: 718 859-5717 Tax ID# ###-##-####	$15,000.00	3,338
TOTALS	$500,000.00	111,235

SCHEDULE A (continued)

PURCHASERS OF APRIL 2016	PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE	EXCHANGE SHARES
2004 LEON SCHARF IRREVOCABLE TRUST CORP. 3839 Flatlands Ave., Suite 201 Brooklyn, NY 11234 Attn: Willy Beer Tax ID# 20-665-6152	$100,000.00	29,697
VENTURE CAP GROUP LLC 730 Eastern Parkway Brooklyn, NY 11213	$50,000.00	14,842
NACHUM STEIN 444 Madison Avenue, Suite 501 New York, NY 10022 Email: ns11238193@aol.com	$40,000.00	11,872
AMERICAN EUROPEAN INSURANCE CO. 444 Madison Avenue, Suite 501 New York, NY 10022 Email: ns11238193@aol.com	$40,000.00	11,872
HSI PARTNERSHIP 444 Madison Avenue, Suite 501 New York, NY 10022 Email: ns11238193@aol.com	$20,000.00	5,942
PURCHASERS OF MAY 2016
MANUEL S. SCHARF 1575 50^th Street, Suite 201 Brooklyn, New York 11219 Fax: (718) 853-5757	$100,000.00	29,697
SCHEIN VENTURES LLC 552 Clubhouse Road Woodmere, New York 11598 Attn: Joshua D. Schein, Manager	$100,000.00	29,697

SCHEDULE A (continued)

PURCHASERS OF JULY 2016	PURCHASE PRICE AND PRINCIPAL AMOUNT OF NOTE	EXCHANGE SHARES
ALPHA CAPITAL ANSTALT Lettstrasse 32 9490 Vaduz, Liechtenstein Attn: Konrad Ackermann, Director Fax: 011-423-2323196	$50,000.00	14,842
RAYMOND DAYAN 1734 East 24^th Street Brooklyn, New York 11229 Fax: (212) 564-6135	$40,000.00	11,872
BRIO CAPITAL MASTER FUND LTD. C/O Brio Management LLC 100 Merrick Road, Suite 401C Rockville Centre, NY 11570-4800 Fax: 646-390-2158 Tax ID# 98-1072321	$25,000.00	7,422
EDWIN W. COLMAN CHILDREN’S TRUST 50 Adams Gulch Road Ketchum, ID 83340 Attn: Robert S. Colman, Trustee Email: bcolman@colman-partners.com Tax ID# 39-6330570	$50,000.00	14,842
2004 LEON SCHARF IRREVOCABLE TRUST CORP. 3839 Flatlands Ave., Suite 201 Brooklyn, NY 11234 Attn: Willy Beer Tax ID# 20-665-6152	$50,000.00	14,842
Additional 2016 Purchasers
Yuri Rabinovich 200 E. Delaware PL, unit 4C Chicago IL 60611 Email: amtdune@msn.com	$50,000.00	14,842
Ross Overbeek 6317 New Albany road Lisle, IL 60532 Email: ross@thefig.info	$20,000.00	5,942
Michael H. Schwartz Profit Sharing Plan Tax ID# 20-665-6152	$120,000.00	35,625
Masoud Toghraie 2350 East Allview Terrace Los Angeles, CA 90068 Email: toghraiem@earthlink.net	$200,000.00	59,378
Walter Schenker IRA #1374 c/o Next Generation Trust 75 Livingston ave., 3^rd floor Roseland, NJ 07068	$50,000.00	14,842
Scott Greenberg 8 Edelwiess Lane Voorhees, NJ 08043 sgreenbergmd@gmail.com	$50,000.00	14,842
D&R Partners LLC	$50,000.00	14,842
AJH Holdings LLC	$50,000.00	14,842
Sturling Advisors LLP	$105,000.00	31,175
Asher Hartman	$26,000.00	7,718
TOTALS	$1,386,000	411,487

Accelerated Pharma, Inc. S-1/A