BILL OF SALE AND ACKNOWLEDGEMENT OF CLOSING OF TECHNOLOGY LICENSE AGREEMENT
Exhibit 10.3
▇▇▇▇ OF SALE AND
ACKNOWLEDGEMENT OF CLOSING OF
This ▇▇▇▇ of Sale and Acknowledgement of Closing of Technology License Agreement (this “▇▇▇▇ of Sale”) is made as of October 9, 2021 (the “Effective Date”), by Electronic Servitor Publication Network Inc. (formerly CannAssist International Corp.), a Delaware corporation (“Company”), and Phitech Management, LLC, a Minnesota limited liability company (“Developer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Technology License Agreement (defined below).
RECITALS
WHEREAS, this ▇▇▇▇ of Sale is being delivered pursuant to that certain Technology License Agreement, dated as of July 23, 2021, by and among Company, Developer and the other parties thereto (the “Technology License Agreement”);
WHEREAS, under the original terms of the Technology License Agreement, the grant of the License to certain Software and Technology and the delivery of certain Services by Developer to the Company contemplated by the Technology License Agreement is conditioned upon (1) the concurrent satisfaction of the obligations of the parties under (a) the Spin-Off Agreement, attached hereto as Exhibit A and incorporated herein by reference (the “Spin-Off Agreement”), and (b) the Change-in-Control Agreement, attached hereto as Exhibit B and incorporated herein by reference (the “Change-in-Control Agreement”); (2) effectuating a change in the corporate name of the Company as determined by the Purchaser (as the term is defined in the Change-in-Control Agreement); and (3) the resignation of the existing officers and director of the Company and the appointment of new officers and directors of the Company designated by the Purchaser (as the term is defined in the Change-in-Control Agreement) (collectively, the “Related Transactions”).
WHEREAS, the parties wish to amend the conditions of Closing of the Technology License Agreement such that the Closing of the Technology License Agreement shall not be conditioned upon Closing of the Change-in-Control Agreement, whose Closing shall occur at a time to be determined by the parties thereto (the “Waiver”);
WHEREAS, the Closing of the Technology License Agreement, subject to the Waiver, is conditioned upon (1) obtaining all necessary consents and approvals from the Board of Directors of the Company and its shareholders necessary to effectuate the grant of the License by the Developer as well as the Related Transactions; (2) the completion of all actions necessary to comply with applicable law in order to effectuate the grant of the License; and (3) obtaining requisite approval from the SEC, FINRA and the Secretary of State of Delaware, respectively, of the Related Transactions as necessary and appropriate (the “Closing Conditions”);
WHEREAS, the parties wish to acknowledge that the Closing Conditions, as amended by the Waiver, have been satisfied, that the Company have caused to be issued to the Developer 10,000,000 restricted shares of the common stock of the Company as consideration for grant of the License (the “Shares”) and, as a result, Developer hereby assigns, transfers, conveys and delivers to the Company the License in accordance with the terms and conditions of the Technology License Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and agreements contained herein, in the Technology License Agreement, in the Related Transactions and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party hereby acts and agrees as follows:
1. Waiver. The parties agree that the conditions of Closing of the Technology License Agreement shall be amended such that the Closing of the Technology License Agreement shall not be conditioned upon Closing of the Change-in-Control Agreement, whose Closing shall occur at a time to be determined by the parties thereto (the “Waiver”).
2. Satisfaction of Closing Conditions and Issuance of the Shares. The parties hereby acknowledge that the Closing Conditions, as amended by the Waiver, have been satisfied and that the Company has caused the Shares to be issued to the Developer.
3. Grants of the License. In accordance with the terms and subject to the conditions of the Technology License Agreement, effective as of the Effective Date, Developer hereby absolutely, unconditionally and irrevocably grants the License to certain Software and Technology and the delivery of certain Services by Developer to the Company subject to, and as contemplated by, the Technology License Agreement.
4. Additional Rights and Obligations of the Parties. This ▇▇▇▇ of Sale is made subject to and with the benefit of the respective provisions of the Technology License Agreement. The parties hereby agree and acknowledge that the execution and delivery of this ▇▇▇▇ of Sale shall not expand, impair, supersede, modify, limit, extend, diminish, amend or in any way affect any of the rights, obligations, agreements, covenants, representations, warranties or indemnities contained in the Technology License Agreement, which shall remain in full force and effect to the full extent provided therein. Other than as set forth under the Waiver agreed to herein, in the event of any conflict or inconsistency between the terms of the Technology License Agreement and the terms hereof, the terms of the Technology License Agreement shall govern.
5. Counterparts. The execution of this ▇▇▇▇ of Sale and any other agreement or instrument entered into in connection with this ▇▇▇▇ of Sale, and any amendment hereto or thereto, may be evidenced by way of a facsimile, portable document format (.pdf) transmission or electronic production or reproduction, photostatic or otherwise, of the relevant signatory’s signature, and such facsimile, portable document format (.pdf) or electronic production or reproduction signature shall be deemed to constitute the original signature of such signatory.
6. Descriptive Headings. The descriptive headings of this ▇▇▇▇ of Sale are for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
7. Governing Law. This ▇▇▇▇ of Sale shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and performed in such state, without regard to any applicable principles of conflicts of law that might require the application of the Laws of any other jurisdiction.
8. Successors and Assigns. This ▇▇▇▇ of Sale, and all the terms and provisions hereof, shall inure to the benefit of, and be binding upon, the assigns, successors, heirs, executors and administrators of each party, as applicable, to the extent provided in the Technology License Agreement.
9. Reformation; Severability. In case any term or other provision of this ▇▇▇▇ of Sale shall be invalid, illegal or unenforceable, such provision shall be reformed to best effectuate the intent of each party and permit enforcement thereof, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If such provision is not capable of reformation, it shall be severed from this ▇▇▇▇ of Sale, and the enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
10. Further Assurances. Each party agrees to cooperate with the other party and to execute and deliver such further instruments and documents and do all such further acts and things as each party may reasonably be requested to do from time to time by the other party in order to carry out the provisions and objectives of this ▇▇▇▇ of Sale.
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IN WITNESS WHEREOF, each party has duly executed this ▇▇▇▇ of Sale as of the date first written above.
| COMPANY: | |||
| ELECTRONIC SERVITOR PUBLICATION NETWORK INC. | |||
| (formerly CannAssist International Corp.), | |||
| a Delaware corporation | |||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: | Chief Executive Officer | ||
| DEVELOPER: | |||
| PHITECH MANAGEMENT, LLC, | |||
| a Minnesota limited liability company | |||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | ||
| Title: | Manager | ||