EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2023 • Electronic Servitor Publication Network, Inc. • Medicinal chemicals & botanical products • California
This EMPLOYMENT AGREEMENT (“Agreement”), dated as of October 12, 2023, is made by and among Electronic Servitor Publication Network, Inc., a corporation organized under the laws of Delaware (the “Company”) and Thomas Spruce (the “Executive”). Each of the Company and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2020 • CannAssist International Corp • Medicinal chemicals & botanical products • Wyoming
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
ELECTRONIC SERVITOR PUBLICATION NETWORK, inc.Stock Option Agreement • October 19th, 2023 • Electronic Servitor Publication Network, Inc. • Medicinal chemicals & botanical products • Delaware
Unless otherwise defined herein, the terms defined in the 2023 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”). This document terminates and replaces the Stock Option Grant dated February 1, 2023, with the Participant retaining the shares vested and surrendering any remaining unvested shares as of the Date of Grant below.
ELECTRONIC SERVITOR PUBLICATION NETWORK INC. CONSULTING AGREEMENTConsulting Agreement • October 4th, 2023 • Electronic Servitor Publication Network, Inc. • Medicinal chemicals & botanical products
Laurence Eric Swann, an individual (“Consultant”), and Electronic Servitor Publication Network Inc., a Delaware corporation (“Company”, together with its affiliates, subsidiaries, and related entities “Company Group”), (collectively referred to as “Parties” and individually referred to as “Party”) agree as follows, effective as of September 29, 2023 (the “Effective Date”):
ELECTRONIC SERVITOR PUBLICATION NETWORK inc.Electronic Servitor • October 19th, 2023 • Electronic Servitor Publication Network, Inc. • Medicinal chemicals & botanical products • Delaware
As of the Date of Grant below, this Agreement terminates and replaces the Stock Option Grant dated February 1, 2023. Unless otherwise defined herein, the terms defined in the 2023 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
ADVISOR AGREEMENT This agreement terminates and replaces the Advisor Agreement dated April 12, 2022Advisor Agreement • February 8th, 2023 • Electronic Servitor Publication Network Inc. • Medicinal chemicals & botanical products
Electronic Servitor Publication Network Inc., a Delaware corporation (“Company”), each referred to herein individually as a “Party” and collectively as the “Parties”, agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2020 • CannAssist International Corp • Medicinal chemicals & botanical products
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Technology License AgreementTechnology License Agreement • May 15th, 2019 • CannAssist International Corp • Medicinal chemicals & botanical products • Delaware
This Agreement is entered as of April 29, 2019 (the “Effective Date”) by and between CannAssist International Corp., a Delaware corporation (the “Company”), and Mark Palumbo (“Developer”).
ELECTRONIC SERVITOR PUBLICATION NETWORK INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 4th, 2023 • Electronic Servitor Publication Network, Inc. • Medicinal chemicals & botanical products • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of September 29, 2023 (the “Grant Date”) by and between Electronic Servitor Publication Network Inc. (the “Company”) and Laurence Eric Swann (the “Grantee”).
BILL OF SALE AND ACKNOWLEDGEMENT OF CLOSING OF TECHNOLOGY LICENSE AGREEMENTBill of Sale And • October 14th, 2021 • Electronic Servitor Publication Network Inc. • Medicinal chemicals & botanical products • Delaware
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).
EXHIBIT B FORM OF WARRANT AGREEMENT CANNASSIST INTERNATIONAL CORP. WarrantCannAssist International Corp • July 20th, 2020 • Medicinal chemicals & botanical products • Delaware
THIS WARRANT (this “Warrant”) certifies that, for value received, _________________or registered assigns (the “Holder” or “Holders”), is entitled, at any time on or before 5:00 p.m. Pacific Standard Time on _______________, 201_, to subscribe for, purchase, and receive _________________ shares of common stock (the “Shares”) of CannAssist International Corp., a Delaware Corporation (the “Company”). Each Warrant is exercisable to purchase Shares at a purchase price equal to $0.50 (the “Exercise Price”). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Pacific Standard Time on that certain date ten years from the date of issuance, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • July 28th, 2021 • CannAssist International Corp • Medicinal chemicals & botanical products • Minnesota
This Agreement is entered as of by and between CannAssist International Corp., a Delaware corporation (the “Company”), and Phitech Management, LLC, a Minnesota limited liability company (“Developer”) as of July 23, 2021 (the “Effective Date”).
ACQUISITION AGREEMENTAcquisition Agreement • July 13th, 2018 • CannAssist International Corp • Blank checks • Delaware
This ACQUISITION AGREEMENT ("Agreement") among CannAssist International, Corp., a Delaware corporation ("CANNASSIST"), Xceptor LLC, a private limited liability company organized under the laws of the Wyoming (“XCEPTOR”) and the persons listed in Exhibit A hereof (collectively the "Members"), being the owners of record of all of the issued and outstanding membership interests of XCEPTOR.
ASSET PURCHASE AGREEMENT BY AND BETWEEN ELECTRONIC SERVITOR PUBLICATION NETWORK, INC. AND PHITECH MANAGEMENT, LLC. ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 2nd, 2024 • Electronic Servitor Publication Network, Inc. • Services-computer processing & data preparation • Minnesota
This Asset Purchase Agreement (this "Agreement"), dated as of December 22, 2023, is entered into between Phitech Management, LLC, a Minnesota limited liability company ("Seller") and Electronic Servitor Publication Network, Inc, a Delaware corporation ("Buyer").
SPIN-OFF AGREEMENTSpin-Off Agreement • July 28th, 2021 • CannAssist International Corp • Medicinal chemicals & botanical products
THIS SPIN-OFF AGREEMENT (this “Agreement") is executed as of July 23, 2021, by the undersigned Seller ("Seller"), and undersigned Purchaser ("Purchaser") wherein 100% of the membership units of Xceptor LLC, a wholly owned subsidiary of the Seller (“Xceptor"), are being sold pursuant to the terms and conditions set forth below:
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ELECTRONIC SERVITOR PUBLICATION NETWORK, INC. and POINTWARD INC. AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 2nd, 2024 • Electronic Servitor Publication Network, Inc. • Services-computer processing & data preparation • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) between ELECTRONIC SERVITOR PUBLICATION NETWORK, INC., a Delaware corporation ("XESP"), and POINTWARD INC., a Delaware corporation ("Pointward"), each or together being sometimes referred to herein as the "Constituent Corporations."
