XESP 8-K
Electronic Servitor Publication Network, Inc. (XESP)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(formerly
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification Number) |
(New Address, including zip code, and new telephone number, including area code,
of registrant's principal executive offices)
855 SOUTH MISSION AVENUE, SUITE #K400
FALLBROOK CA 92028
(888) 991-2196
(Former Address, including zip code, and former telephone number, including area code,
of registrant's principal executive offices)
c/o INC. PLAN (USA)
TROLLEY SQUARE, SUITE 20C
WILMINGTON, DE 19806
Tel. 800-462-4633
(Name, address, including zip code, and telephone number,
Including area code, of agent for service)
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:
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.
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 | N/A | N/A |
| 1 |
ELECTRONIC SERVITOR PUBLICATION NETWORK INC.
(formerly CANNASSIST INTERNATIONAL CORP.)
Form 8-K
Current Report
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements are identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect the Company’s current views respecting future events and are based on assumptions and subject to risks and uncertainties.
Also, forward-looking statements represent the Company’s estimates and assumptions only as of the date of this report. You should read this report and the documents that the Company references and files as exhibits to this report in their entirety and with the understanding that actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available or other events occur in the future.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Termination of Technology License Agreement with Mark Palumbo
On October 9, 2021, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019, attached as an exhibit to the Company’s Current Form 8-K filed on May 15, 2019 and incorporated herein by reference (the “Palumbo License Agreement”), was terminated and the Company assigned all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo pursuant to the terms and conditions of that certain Spin-Off Agreement (as described in more detail supra).
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Closing of Technology License Agreement with Phitech Management, LLC
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, CannAssist International Corp. (the “Company”) entered into a Technology License Agreement dated July 23, 2021 (the “License Agreement”) with Phitech Management, LLC, an entity now controlled by Peter Hager (“Licensor”), whereby the Licensor shall grant to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related to Electronic Sports Gaming, related patent applications, related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”) at Closing (as defined in the License Agreement, which is incorporated herein by reference). The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company shall issue to the Licensor 10,000,000 restricted shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the effective date of the License Agreement).
On October 9, 2021, the Closing of the Technology License Agreement (as amended by that certain Bill of Sale and Acknowledgement of Closing of the Technology License Agreement attached hereto as an exhibit to this Current Report on Form 8-K and incorporated herein by reference) occurred whereby the Licensor was issued 10,000,000 restricted shares of the Company’s common stock, at a cost basis of $0.25 per share, and, in exchange, the Company received the License to the Technology.
| 2 |
Closing of Spin-Off Agreement
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, the Company and Mark Palumbo entered into a Spin-Off Agreement dated July 23, 2021 (the “Spin-Off Agreement”) whereby, at the Closing (as defined in the Spin-Off Agreement, which is incorporated by reference), the Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo for nominal consideration as a condition of the Change-in-Control of the Company (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo.
On October 9, 2021, the Closing of the Spin-Off Agreement (as amended by that certain Bill of Sale and Acknowledgement of Closing of the Spin-Off Agreement attached hereto as an exhibit to this Current Report on Form 8-K and incorporated herein by reference) occurred whereby 100% of the issued and outstanding membership units of Xceptor LLC was transferred to Mark Palumbo.
ITEM 3.02 RECENT SALES OF UNREGISTERED SECURITIES
Closing of Technology License Agreement with Phitech Management, LLC
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, CannAssist International Corp. (the “Company”) entered into a Technology License Agreement dated July 23, 2021 (the “License Agreement”) with Phitech Management, LLC, an entity now controlled by Peter Hager (“Licensor”), whereby the Licensor shall grant to the Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related to Electronic Sports Gaming, related patent applications, related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”) at Closing (as defined in the License Agreement, which is incorporated herein by reference). The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company shall issue to the Licensor 10,000,000 restricted shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the effective date of the License Agreement).
On October 9, 2021, the Closing of the Technology License Agreement (as amended by that certain Bill of Sale and Acknowledgement of Closing of the Technology License Agreement attached hereto as an exhibit to this Current Report on Form 8-K and incorporated herein by reference) occurred whereby the Licensor was issued 10,000,000 restricted shares of the Company’s common stock, at a cost basis of $0.25 per share, and, in exchange, the Company received the License to the Technology.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Resignations
On October 9, 2021, the Company received a resignation notice from Mark Palumbo that he will be resigning from all officer positions and as a Director with the Company, effective immediately. Mr. Palumbo’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
| 3 |
On October 9, 2021, the Company received a resignation notice from Marla Palumbo that she will be resigning as President of the Company, effective immediately. Ms. Palumbo’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
Appointments
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, on July 24, 2021, the Company received the approval, via a written consent in lieu of a meeting of stockholders, of stockholders holding a majority of our outstanding voting stock, representing approximately 60% of our outstanding voting shares (the “Consenting Stockholders”), approving the appointment of Jonathan Sweetser to our Board of Directors (the “Director Appointment”).
Effective as of October 9, 2021, the Company appointed Jonathan Sweetser as a Director of the Company and as its Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer.
The following is biographical information for Mr. Sweetser:
Jonathan Sweetser
Chief Executive Officer, Chief Financial Officer, Secretary & Director
Jonathan Sweetser, age 38, will serve as Chief Executive Officer, Chief Financial Officer, Secretary and has been appointed to become Director of the Company. Mr. Sweetser has years of experience managing multi-disciplinary groups in a wide breadth of entrepreneurial endeavors, which we believe has provided him with a unique understanding of businesses and organizations whether they be large, small, new, emerging, or established. Mr. Sweetser has experience managing multi-national teams; remote and in country. Mr. Sweetser also has non-profit experience and a historical track record of sowing resources into local operating groups, which we believe provides the ability to understand and navigate the diverse social and cultural challenges facing businesses today. Mr. Sweetser has a broad range of technical expertise and experience in areas including: enterprise big data applications for finance and healthcare organizations, creating algorithms and artificial intelligence platforms that facilitate behavioral pathing in a broad range of digital and physical environments, CAD/CAM operations including designing, testing, and launching new applications and creating custom tools and operational workflows for rich graphical environments including augmented and virtual reality applications.
Since 2015, Mr. Sweetser has served as Founder and CEO of CKG Solutions, which is a multi-disciplinary group of developers and process engineers focused on developing integrated systems that empower large organizations in the healthcare, aviation, and finance sectors to take advantage of new and emerging opportunities in their markets based in Minneapolis, MN where he successfully deployed applications and services in local and cloud implementations and successfully deployed supply chain and track and trace applications and services for clients in the medical device and aviation sectors. Prior to his work with CKG Solutions, Mr. Sweetser was the Founder of Sweetser Consulting LLC, based in Minneapolis, MN, and was a Partner and Chief Systems Architect at Muse Holdings, which is also based in Minneapolis, MN. Mr. Sweetser holds a degree in Business Studies and International Relations from Concordia University located in St. Paul, MN and degrees in Biblical Studies from the Westminster Theological Seminary, located in Glenside, PA, and the Calvary Baptist Seminary, located in Lansdale, PA.
Mr. Sweetser will serve as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director until his duly elected successor is appointed or he resigns. There are no arrangements or understandings between him and any other person pursuant to which he was selected as an officer. There are no family relationship between Mr. Sweetser and any of our officers or directors. Other than disclosed above, Mr. Sweetser has not held any other directorships in a company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Amendment to the Certificate of Incorporation
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, on July 24, 2021, the Company received the approval, via a written consent in lieu of a meeting of stockholders, of stockholders holding a majority of our outstanding voting stock, representing approximately 60% of our outstanding voting shares (the “Consenting Stockholders”), approving an amendment to our Certificate of Incorporation, as amended, to effect a change in the Company’s name from “CannAssist International Corp.” to “Electronic Servitor Publication Network, Inc.” (the “Name Change”).
On September 29, 2021, the Company filed the Certificate of Amendment effectuating the change of its corporate name to Electronic Servitor Publication Network, Inc. with the State of Delaware.
ITEM 8.01 OTHER EVENTS.
In connection with the Change-in-Control, the Company’s new corporate offices are located at 400 1st Ave N., Ste. 100, Minneapolis MN 55401, its new telephone number is (612) 688-1407 and the URL of its website is https://www.electronicservitor.com/.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
| |||
| Date: October 14, 2021 | By: | /s/ Jonathan Sweetser | |
| Jonathan Sweetser, Chief Executive Officer | |||
5
Exhibit 3.1
Delaware The First State Page 1 6415756 8100 Authentication: 204308009 SR# 20213369504 Date: 10-01-21 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CANNASSIST INTERNATIONAL CORPORATION”, CHANGING ITS NAME FROM "CANNASSIST INTERNATIONAL CORPORATION" TO "ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF SEPTEMBER, A.D. 2021, AT 6:53 O`CLOCK P.M. State of Delaware Secretary of State Division of Corporations Delivered 06:53 PM 09/28/2021 FILED 06:53 PM 09/28/2021 SR 20213369504 - FileNumber 6415756 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF CANNASSIST INTERNATIONAL CORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That the Board of Directors of CannAssist International Corporation adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the amendment to the Corporation's certificate of incorporation be, and hereby is approved, to change the name of the Corporation such that Article One to the Certificate of lncorporation shall be amended to read as follows: Inc." "ARTICLE ONE NAME The name of the Corporation is Electronic Servitor Publication Network, SECOND: That thereafter said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law by written consent of the stockholders holding the requisite number of shares required by statute given in accordance with and pursuant to Section 228 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 29th day of September, 2021. By: Isl Mark Palumbo Mark Palumbo, Chief Executive Officer
Exhibit 10.3
BILL OF SALE AND
ACKNOWLEDGEMENT OF CLOSING OF
TECHNOLOGY LICENSE AGREEMENT
This Bill of Sale and Acknowledgement of Closing of Technology License Agreement (this “Bill 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 Bill 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 Bill 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 Bill 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 Bill of Sale and any other agreement or instrument entered into in connection with this Bill 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 Bill 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 Bill 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 Bill 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 Bill 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 Bill 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 Bill of Sale.
* * * * *
IN WITNESS WHEREOF, each party has duly executed this Bill of Sale as of the date first written above.
| COMPANY: | |||
| ELECTRONIC SERVITOR PUBLICATION NETWORK INC. | |||
| (formerly CannAssist International Corp.), | |||
| a Delaware corporation | |||
| By: | /s/ Jonathan Sweetser | ||
| Name: | Jonathan Sweetser | ||
| Title: | Chief Executive Officer | ||
| DEVELOPER: | |||
| PHITECH MANAGEMENT, LLC, | |||
| a Minnesota limited liability company | |||
| By: | /s/ Peter Hager | ||
| Name: | Peter Hager | ||
| Title: | Manager | ||
Exhibit 10.4
BILL OF SALE AND
ACKNOWLEDGEMENT OF CLOSING OF
SPIN-OFF AGREEMENT
This Bill of Sale and Acknowledgement of Closing of Spin-Off Agreement (this “Bill 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 (“Seller”), in favor of Mark Palumbo, an individual (“Purchaser”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Spin-Off Agreement (defined below).
RECITALS
WHEREAS, this Bill of Sale is being delivered pursuant to that certain Spin-Off Agreement, dated as of July 23, 2021, by and among Seller, Purchaser and the other parties thereto (the “Spin-Off Agreement”);
WHEREAS, under the original terms of the Spin-Off Agreement, the sale of 100% of the issued and outstanding membership units (the “Units”) of Xceptor LLC (“Xceptor”) by the Seller to the Purchaser contemplated by the Spin-Off Agreement is conditioned upon (1) the concurrent satisfaction of the obligations of the parties under (a) the Technology License Agreement, attached hereto as Exhibit A and incorporated herein by reference (the “License 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; and (3) the resignation of the existing officers and director of the Company and the appointment of new officers and directors of the Seller designated by the Purchaser (collectively, the “Related Transactions”).
WHEREAS, the parties wish to amend the conditions of Closing of the Spin-Off Agreement such that the Closing of the Spin-Off 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 Spin-Off 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 sale of the Units by the Seller as well as the Related Transactions; (2) the completion of all actions necessary to comply with applicable law in order to effectuate the sale of the Units; 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 have been satisfied and, as a result, Seller hereby assigns, transfers, conveys and delivers to Purchaser the Units in accordance with the terms and conditions of the Spin-Off Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and agreements contained herein, in the Spin-Off 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 Spin-Off Agreement shall be amended such that the Closing of the Spin-Off 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. The parties hereby acknowledge that the Closing Conditions, as amended by the Waiver, have been satisfied.
3. Conveyance of the Units. In accordance with the terms and subject to the conditions of the Spin-Off Agreement, effective as of the Effective Date, Seller hereby absolutely, unconditionally and irrevocably grants, bargains, sells, conveys, transfers, assigns, sets over and delivers to Purchaser and its successors and assigns, free and clear of any liens, all of the Units, and all rights, titles and interests of any kind or character therein with all appurtenances thereto, whether or not such rights, titles and interests are now existing or come into existence hereafter, and whether or not such rights, titles and interests are now known, recognized or contemplated, and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever.
4. Termination of Palumbo License. The parties hereby acknowledge that the certain Technology License Agreement entered into by and between the Seller and Purchaser dated April 29, 2019 (the “Palumbo License Agreement”) is terminated and the Seller hereby absolutely, unconditionally and irrevocably grants, bargains, sells, conveys, transfers, assigns, sets over and delivers to Purchaser and its successors and assigns, free and clear of any liens, all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement), and all rights, titles and interests of any kind or character therein with all appurtenances thereto, whether or not such rights, titles and interests are now existing or come into existence hereafter, and whether or not such rights, titles and interests are now known, recognized or contemplated, and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, unto Purchaser, its successors and assigns forever.
5. Additional Rights and Obligations of the Parties. This Bill of Sale is made subject to and with the benefit of the respective provisions of the Spin-Off Agreement. The parties hereby agree and acknowledge that the execution and delivery of this Bill 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 Spin-Off 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 Spin-Off Agreement and the terms hereof, the terms of the Spin-Off Agreement shall govern.
6. Counterparts. The execution of this Bill of Sale and any other agreement or instrument entered into in connection with this Bill 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.
7. Descriptive Headings. The descriptive headings of this Bill 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.
8. Governing Law. This Bill 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.
9. Successors and Assigns. This Bill 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 Spin-Off Agreement.
10. Reformation; Severability. In case any term or other provision of this Bill 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 Bill of Sale, and the enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
11. Further Assurances. Seller agrees to cooperate with Purchaser and to execute and deliver such further instruments and documents and, at Purchaser’s expense, do all such further acts and things as Seller may reasonably be requested to do from time to time by Purchaser in order to carry out the provisions and objectives of this Bill of Sale.
* * * * *
IN WITNESS WHEREOF, each party has duly executed this Bill of Sale as of the date first written above.
| SELLER: | |||
| ELECTRONIC SERVITOR PUBLICATION NETWORK INC. | |||
| (formerly CannAssist International Corp.), | |||
| a Delaware corporation | |||
| By: | /s/ Jonathan Sweetser | ||
| Name: | Jonathan Sweetser | ||
| Title: | Chief Executive Officer | ||
| PURCHASER: | |||
| MARK PALUMBO, | |||
| an individual | |||
| By: | /s/ Mark Palumbo | ||
| Name: | Mark Palumbo | ||