Form 8-K

8-K — XWELL, Inc.

Accession: 0001104659-26-114456

Filed: 2026-10-08

Period: 2026-10-08

CIK: 0001410428

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2621012d3_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2621012d3_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2621012d3_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2621012d3_8k.htm · Sequence: 1

false

0001410428

2026-10-08

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENT

REPORT

Pursuant to Section 13 OR 15(D) of the Securities

Exchange Act Of 1934

Date of report (Date of earliest event reported):

October 8, 2026

XWELL,

Inc.

(Exact Name of Registrant as Specified in Its

Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-34785

20-4988129

(Commission File Number)

(IRS Employer Identification No.)

254

West 31st Street, 11th Floor,

New York, New

York

10001

(Address of Principal Executive Offices)

(Zip Code)

(212)

750-9595

(Registrant’s Telephone Number, Including

Area Code)

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common

Stock, par value $0.01 per share

XWEL

The

Nasdaq Stock Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item1.01

Entry into a Material Definitive Agreement.

On October 8, 2026, XpresTest, Inc. (“XpresTest”),

a Delaware corporation and a subsidiary of XWELL, Inc., a Delaware corporation (“XWELL”), repurchased 279.5

shares of XpresTest’s common stock, which had previously been granted as restricted stock awards under the XpresTest, Inc. 2020

Equity Incentive Plan (the “Plan”) or outside the Plan (collectively, the “XpresTest RSAs”)

for an aggregate cash payment of approximately $2.7 million, or $9,634.09 per share. These repurchases (the “XpresTest RSA

Repurchases”) included 107 XpresTest RSAs held by Bruce T. Bernstein, Chairman of the Board, for $1,030,847.61; 55 XpresTest

RSAs held by Ezra T. Ernst, President and Chief Executive Officer, for $529,874.94; and 10 XpresTest RSAs held by Ian Brown, Chief Financial

Officer, for $96,340.90, five of which vested in connection with the repurchase in accordance with the terms of the Plan. The remaining

107.5 XpresTest RSAs were held by five other current or former employees and service providers of XpresTest. In connection with the XpresTest

RSA Repurchases, any XpresTest RSAs that had not previously vested became fully vested. After giving effect to the XpresTest RSA Repurchases,

no XpresTest RSAs remain outstanding, and XWELL now owns all of the issued and outstanding shares of capital stock of XpresTest.

As previously announced, on July 6, 2026, XWELL

entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and among XWELL, XpresSpa Holdings,

LLC, a Delaware limited liability company (“XpresSpa”), XpresTest, and Express Wellness Group, LLC, a Delaware

limited liability company (the “Buyer”), in accordance with the terms and subject to the conditions of which,

among other things, XWELL will sell, assign, transfer and convey to the Buyer all of XWELL’s equity interests in XpresSpa and XpresTest

(the “Sale”). Under the terms of the Purchase Agreement, at the closing of the Sale, each outstanding XpresTest

RSA would have become fully vested and would have been repurchased by XpresTest for an amount in cash equal to (i) the number of shares

of XpresTest common stock underlying such XpresTest RSA multiplied by (ii) a per-share price to be mutually agreed by the Buyer and XWELL

based on a valuation of XpresTest.

The $9,634.09 per share price paid in the XpresTest

RSA Repurchases is the same per-share price the Buyer and XWELL had agreed would apply to the XpresTest RSAs under the Purchase Agreement.

The XpresTest RSA Repurchases, which would have otherwise occurred at the closing of the Sale, were completed early with the consent of

the Buyer and have the effect of simplifying XpresTest’s capitalization in preparation for the Sale. Under the terms of the Purchase

Agreement, all amounts payable in respect of the repurchased XpresTest RSAs would have constituted XWELL sale expenses, which would have

reduced dollar-for-dollar the purchase price payable by the Buyer to XWELL. Because these amounts have now already been paid in full,

they will not be included in the calculation of XWELL’s unpaid sale expenses under the Purchase Agreement.

The foregoing description of the agreements pursuant

to which the XpresTest RSA Repurchases were effectuated does not purport to be complete and is qualified in its entirety by reference

to the full text of the form of Stock Repurchase Agreement and associated form of Side Letter, filed as Exhibits 10.1 and 10.2, respectively,

to this Current Report on Form 8-K. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified

in its entirety by reference to the Purchase Agreement, filed as Exhibit 2.1 to XWELL’s Current Report on Form 8-K dated July 7,

2026, and which is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K and any exhibits

filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the

“Securities Act”) concerning XWELL, the Buyer, the proposed Sale and other matters. All statements other than

statements of historical fact contained in this Current Report on Form 8-K are “forward-looking statements” for purposes of

this Current Report on Form 8-K. Where, in any forward-looking statement, we express an expectation or belief as to future results or

events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that

the expectation or belief will result or be accomplished. These statements involve known and unknown risks, uncertainties, assumptions,

and other important factors that may cause our actual results, performance, or achievements to be materially different from any future

results, performance, or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking

statements by terminology such as anticipate, believe, could, estimate, expect, intend, may, plan, potential, target, predict, project,

contemplate, should, will, would, continue, assume, forecast, future, strategy, might, or the negative or plural of those terms or other

similar expressions.

These forward-looking statements are subject to

risks and uncertainties, as described more particularly in the preliminary proxy statement that XWELL has filed with the Securities and

Exchange Commission (the “SEC”) in connection with the proposed Sale. Any forward-looking statement in this

Current Report on Form 8-K reflects our current view with respect to future events, speaks only as of the date of this Current Report

on Form 8-K, and is subject to these and other risks, uncertainties, and assumptions. Given these uncertainties, you should not rely on

these forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking

statements are reasonable, our information may be incomplete or limited, and we cannot guarantee future results. Moreover, we operate

in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to

predict all risk factors and uncertainties. Except as required by applicable law, we do not plan, and assume no obligation, to update

or revise these forward-looking statements for any reason, even if new information becomes available in the future. We qualify all of

our forward-looking statements by these cautionary statements.

No Offer or Solicitation

This Current Report on Form 8-K and any exhibits

filed or furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect

to any securities or in respect of the proposed transactions or (ii) an offer to sell or the solicitation of an offer to subscribe for

or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transactions or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be

made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.

Additional Information and Where You Can Find

XWELL has filed a preliminary proxy statement

with the SEC in connection with a special meeting of XWELL’s stockholders (the “Special Meeting”), at

which XWELL intends to ask its stockholders to vote on, among other things, a proposal to approve and adopt the Purchase Agreement. XWELL

also intends to file a definitive proxy statement with the SEC in connection with the Special Meeting. Promptly after filing the

definitive proxy statement, XWELL will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the

Special Meeting. XWELL’s stockholders are urged to read these documents, including the definitive proxy statement (and any amendments

or supplements thereto), when they become available because they contain important information. XWELL’s SEC filings made electronically

through the SEC’s EDGAR system are available to the public at the SEC’s website at www.sec.gov. You may also find our

SEC filings in the “SEC Filings” section of the “Investors” section of our website at www.xwell.com. No

proxy cards are being furnished by this communication. Stockholders may vote their shares only by following the voting instructions set

forth in the definitive proxy statement when it becomes available.

Participants in the Solicitation

XWELL and its directors and executive officers

may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed Sale. Information about

XWELL’s directors and executive officers, including a description of their interests in XWELL, is included in XWELL’s most

recent Annual Report on Form 10-K for the year ended December 31, 2025 (as amended by the Annual Report on Form 10-K/A), as filed with

the SEC, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and other documents that may be filed from time to time with the

SEC. Additional information regarding these persons and their interests in the proposed Sale are included in the preliminary proxy statement

relating to the proposed Sale filed with the SEC on July 27, 2026, as amended, and will be included in the definitive proxy statement

when it becomes available. These documents can be obtained free of charge from the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

10.1

Form of Stock Repurchase Agreement, by and among XpresTest, Inc. and the undersigned parties thereto.

10.2

Form of Side Letter, by and among XpresTest, Inc. and the undersigned parties thereto.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

October 8, 2026

XWELL, Inc.

By:

/s/

Ezra T. Ernst

Name:

Ezra T. Ernst

Title:

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2621012d3_ex10-1.htm · Sequence: 2

Exhibit 10.1

FORM

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT

(this “Agreement”) is made and entered into as of __________________, 2026, by and between __________________ (“Seller”)

and XpresTest, Inc., a Delaware corporation (the “Company” or “Purchaser”).

RECITALS

WHEREAS, Seller acquired

__________________ shares of Common Stock in the Company (the “Common Stock”) (the “Awarded Shares”)

pursuant to that certain Notice of Restricted Stock Award and Restricted Stock Award Agreement, dated as of __________________ (the “Restricted

Stock Agreement”);

WHEREAS, the Awarded Shares

held by Seller, if not previously vested, shall become fully vested pursuant to Section 2.4 of that certain Securities Purchase Agreement,

dated July 6, 2026, by and among XWELL, Inc., a Delaware corporation, XpresSpa Holdings, LLC, a Delaware limited liability company,

the Company, and Express Wellness Group, LLC, a Delaware limited liability company (the “Securities Purchase Agreement”)

at the Closing (as defined in the Securities Purchase Agreement);

WHEREAS, Seller desires to

sell to Purchaser, and Purchaser desires to buy from Seller, all of the Awarded Shares in accordance with the terms and subject to the

conditions set forth in this Agreement;

WHEREAS, consummation of

the transactions contemplated by this Agreement is expressly contingent on the concurrent consummation of the transactions contemplated

by the Securities Purchase Agreement; and

WHEREAS, Purchaser’s

Board of Directors has previously approved the form of this Agreement and any related transactions that may be required in connection

with this Agreement.

NOW, THEREFORE, in consideration

of the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties agree as follows:

AGREEMENT

1. Sale and Purchase of Common Stock; Purchase Price.

Subject to the terms and

conditions of this Agreement, immediately prior to (but conditioned upon the subsequent consummation of) the Closing, Seller shall sell,

assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all of the Awarded Shares,

free and clear of all Liens (as defined below). In consideration for the sale, assignment, transfer, conveyance and delivery of the Awarded

Shares, Purchaser shall pay Seller an aggregate price of $__________________, net of any applicable income and employment taxes that the

Company is required to withhold therefrom under applicable law (the “Purchase Price”), subject to Section 2.

2. Closing; Additional Deliveries.

(a)            The

consummation of the purchase and sale of the Awarded Shares shall take place immediately prior to (but conditioned upon the subsequent

consummation of) the Closing (the “Repurchase Time”).

(b)            At

the Repurchase Time, Seller shall deliver to the Company a stock assignment in the form attached hereto as Exhibit A (the

“Stock Assignment”). Without limiting the foregoing, the parties acknowledge that, concurrently herewith, Seller has

delivered to the Company a duly executed Stock Assignment, which the Company shall hold in escrow pending (and subject to) the Repurchase

Time. At the Repurchase Time, the Company is expressly authorized to add the Closing Date (as defined in the Securities Purchase Agreement)

to the Stock Assignment and to release Seller’s signature thereon from escrow.

Purchase Price will be paid in immediately available funds via check or wire transfer to the address or account specified by Seller within

five (5) business days following the Closing, provided Purchaser has received all deliverables set forth in Section 2(b).

3. Representations and Warranties of Seller.

As a material inducement

to Purchaser to enter into this Agreement, Seller hereby makes the following representations and warranties to Purchaser, each of which

is true and correct on the date hereof and as of the Repurchase Time and which shall survive the Repurchase Time and the Closing:

(a)            Seller

has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the

transaction contemplated hereby.

(b)            The

execution and delivery of this Agreement by Seller and the consummation by Seller of the transaction contemplated hereby (i) do not

require the consent, approval, authorization, order, registration or qualification of, or filing with, any governmental authority or court,

or body or arbitrator having jurisdiction over Seller; and (ii) do not and will not constitute or result in a breach, violation or

default under any contract covenant or instrument under which Seller is now obligated.

is the sole record and beneficial owner of the Awarded Shares, free and clear of any mortgages, judgments, claims, liens, security interests,

pledges, escrows, charges, easements, options, debts, assessments, rights of first refusal, imperfection of title, tenancy, legal or equitable

right of another person or other encumbrances of any kind or character whatsoever (“Liens”) and the Awarded Shares

are not subject to any restrictions on transfer or other provisions under any agreements of any type whatsoever. Seller does not own any

equity securities of the Company (or any securities convertible into, exchangeable for or carrying the right to acquire equity securities

of the Company) other than the Awarded Shares. Seller has valid and marketable title to the Awarded Shares and, upon the consummation

of the transactions contemplated by this Agreement, Purchaser will have valid and marketable title to such Awarded Shares free and clear

of all Liens.

(d)            After

the Closing, Seller shall have no remaining claim to ownership or the right to any ownership in Purchaser now or in the future, or any

other claim of any kind against Purchaser, or any owner, director, officer, shareholder, employee or agent of Purchaser relating or arising

out of Seller’s ownership of the Common Stock.

(e)            Seller

acknowledges and agrees that none of Purchaser, Express Wellness Group, LLC, any affiliate of the foregoing, or any of their respective

representatives has made any representations or warranties to Seller in connection with this Agreement or the transactions contemplated

hereby, and Seller is not relying on any such representations or warranties.

4.     Release

of Claims. In consideration of the payments under this Agreement, the receipt and adequacy of which are acknowledged, Seller, on behalf

of himself, his affiliates and each of his executors, legatees, administrators, representatives, agents, beneficiaries, successors and

assigns, as applicable (each a “Releasing Party” and collectively, the “Releasing Parties”), hereby

unconditionally, irrevocably and forever releases, waives and discharges the Company and each of its affiliates and each of their respective

former or current officers, directors, employees, equity holders, general and limited partners, members, managers, shareholders, agents,

representatives, successors and assigns, as applicable (each a “Released Party” and collectively, the “Released Parties”),

of and from, and hereby unconditionally and irrevocably waives, any and all claims, demands, debts, losses, expenses, proceedings, contracts

and covenants (whether express or implied), costs, interest, liabilities, suits, awards, judgments, executions, duties, dues, bonds, penalties,

damages, actions and causes of action, obligations, accounts, and liabilities of any kind or character whatsoever, known or unknown, suspected

or unsuspected, in contract, direct or indirect, at law or in equity that the Releasing Parties ever had, now has or ever may have or

claim to have against any Released Party, arising out of or related to its acquisition or ownership of the Common Stock or its execution

of the Restricted Stock Agreement and any exhibits thereto. In addition, each of the Releasing Parties hereby covenants and agrees not

to, directly or indirectly, commence, institute, maintain, prosecute, or voluntarily aid any action, proceeding, claim, or cause of action

in any court or before any governmental authority or arbitrator against any Released Party with respect to any matter released pursuant

to this Section 4. If any Releasing Party breaches this covenant not to sue, such Releasing Party shall indemnify and hold

harmless the applicable Released Party from and against any and all losses, costs, and expenses (including reasonable attorneys’

fees) incurred in connection with such breach. [Following the purchase and sale of the Remaining Shares to Purchaser, Seller further acknowledges

that the Remaining Shares shall continue to be deemed owned by Seller solely for purposes of the Antidilution Rights pursuant to that

certain Notice of Restricted Stock Award and Restricted Stock Award Agreement, dated as of _______________, and that the transfer of the

Remaining Shares pursuant to this Agreement shall not trigger such Antidilution Rights.]

5. Miscellaneous.

(a)            This

Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes

any and all prior agreements related to the subject matter hereof. The respective agreements, representations, warranties and other statements

of Purchaser and Seller, as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any

statement as to the results thereof) made by or on behalf of Purchaser or Seller or any of their respective officers, directors or affiliates,

and shall survive delivery of and payment for the Common Stock.

(b)            This

Agreement may be amended only by written agreement among the parties hereto and Express Wellness Group, LLC (and Express Wellness Group,

LLC is an express third-party beneficiary of this Agreement entitled to enforce its rights under this Section 5(b)).

party agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement

the transaction contemplated by this Agreement.

(d)            This

Agreement shall be governed by and construed under the laws of the State of Delaware (without giving effect to any conflict

of law or other aspect of Delaware law that might result in the application of any law other than that of the State of Delaware).

Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction

of the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks jurisdiction, any state or federal court sitting

in the State of Delaware) in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby,

(ii) agrees that all claims in respect of such action or proceeding shall be heard and determined in such courts, (iii) waives

any objection it may now or hereafter have to the laying of venue of any such action or proceeding in such courts, and (iv) waives

any claim that any such action or proceeding brought in such courts has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY

IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY

ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(e)            This

Agreement may be executed in one or more counterparts, each of which constitutes an original and is admissible in evidence, and all of

which constitute one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic

transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

(f)             Notwithstanding

anything to the contrary contained herein, in the event that the Securities Purchase Agreement is validly terminated prior to the Closing

in accordance with its terms, this Agreement and the Stock Assignment shall automatically be deemed null and void and of no further force

or effect, none of the parties hereto or thereto shall have any rights or obligations hereunder or thereunder, and the transactions contemplated

hereby and thereby shall not occur.

[Signature page follows]

WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

SELLER:

By:

Name:

Purchaser:

XpresTest, Inc.

By:

Name:

Title:

exhibit

stock

ASSIGNMENT

FOR VALUE RECEIVED, effective

as of ______________, 2026, the undersigned (the “Assignor”) hereby sells, conveys, assigns, transfers and delivers

unto XpresTest, Inc., a Delaware corporation (the “Assignee” or “Company”), all of Assignor’s

right, title and interest in and to __________________ shares of common stock (the “Shares”) of Company, held by the

Assignor in uncertificated form, standing in Assignor’s name on the books of the Company. The Assignor does hereby irrevocably constitute

and appoint each officer of the Company as attorney-in-fact to effect the transfer of the Shares on the books of the Company with full

power of substitution.

IN WITNESS WHEREOF, the undersigned

has caused this Stock Assignment to be executed and delivered on the date set forth below.

Dated: ____________________, 2026

By:

Name:

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2621012d3_ex10-2.htm · Sequence: 3

Exhibit 10.2

STOCK REPURCHASE AGREEMENT SIDE LETTER FORM

October __, 2026

[NAME]

Re: Stock Repurchase Agreement

Dear ___________:

Reference is hereby made to that certain Stock

Repurchase Agreement (the “Stock Repurchase Agreement”), dated August 21, 2026, by and between __________

(“Seller” or “you”) and XpresTest, Inc. (the “Company”).

Capitalized terms used but not otherwise defined in this letter (this “Side Letter”) shall have the meanings

given to them in the Stock Repurchase Agreement.

In order to effectuate the parties’ mutual

desire to consummate the transactions contemplated by the Stock Repurchase Agreement effective as of the date hereof, the Company and

Seller hereby acknowledge, confirm and agree for all purposes under the Stock Repurchase Agreement as follows:

1. Notwithstanding anything to the contrary set forth in the Stock Repurchase Agreement, the consummation

of the purchase and sale of the Awarded Shares pursuant to the Stock Repurchase Agreement shall take place concurrently herewith, and,

accordingly, the Repurchase Time under the Stock Repurchase Agreement shall for all purposes be deemed to be the time such purchase and

sale is actually consummated on the date hereof in accordance with this Side Letter. At the Repurchase Time, any Awarded Shares, if not

previously vested, shall become fully vested in accordance with Section 10.1 of the Company’s 2020 Equity Incentive Plan. For

the avoidance of doubt, from and after the Repurchase Time on the date hereof, Seller shall have no remaining claim or right to ownership

in the Company or Purchaser, or any other claim of any kind against the Company, Purchaser, or any of their respective owners, directors,

officers, shareholders, employees or agents, in each case, to the extent relating or arising out of Seller’s ownership of the Common

Stock being repurchased pursuant to the Stock Repurchase Agreement.

2. In order to give effect to the transactions contemplated by the Stock Repurchase Agreement, the Company

is hereby expressly authorized to add the Repurchase Time to Seller’s Stock Assignment, in the form attached as Exhibit A of

the Stock Repurchase Agreement, and to release Seller’s signature thereon from escrow. The Purchase Price will be paid in immediately

available funds via check or wire transfer to the address or account specified by you within five (5) business days following the

date hereof.

3. This Side Letter and the Stock Repurchase Agreement contain all of the understandings and representations

between you and the Company pertaining to the subject matter hereof and thereof, and supersede all prior and contemporaneous understandings,

agreements, representations, and warranties, both written and oral, with respect to such subject matter.

4. Except as expressly set forth in this Side Letter, the Stock Repurchase Agreement shall continue in full

force and effect in accordance with its terms, and Seller expressly reaffirms, as of the date hereof, all of the representations in Section 3

of the Stock Repurchase Agreement. This Side Letter may be executed in counterparts, each of which shall be deemed an original, and both

of which, taken together, shall constitute a single agreement.

[SIGNATURE PAGE FOLLOWS]

If the foregoing correctly sets forth the understanding

and agreement between us, please so indicate by signing in the space provided below.

Sincerely,

XpresTest, Inc.

By:

Name:

Title:

AGREED AND ACCEPTED,

effective as of the date hereof:

SELLER:

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

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dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Name of the City or Town

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No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

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No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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xbrli:normalizedStringItemType

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

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No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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