Exhibit 10.6


 


SOFTWARE
DEVELOPMENT, ACQUISITION AND LICENSE

AGREEMENT


 


This
Software Development, Acquisition and License Agreement (the “Agreement”) is effective January 6, 2020.


 


	BETWEEN:	EARTH
    LIFE SCIENCES INC. a Company organized and existing under the laws of the state of Nevada,
    located at Suite 880, 50 West Liberty Street, Reno, Nevada, 89501;



(hereinafter referred to as the “Customer”)
	 	 
	AND:	CAMERON
    MORRIS, a businessman located at 830 Stewart Drive 248 Sunnyvale CA 94085 USA;
	 	 
	AND:	OLEKSIY
    MYKHAYLOV, a businessman located at 422 Richards St, Suite 170 Vancouver, BC, V6B 2Z4;
	 	 
	AND:	OLEKSIY
    PTASHNIY, businessman located at Bogucianka str. 11, Krakow, 30398, Poland;
	 	 
	AND:	SHATTER
    TECH VENTURE HOLDINGS INC., a company located at 3rd Floor, Universal Re Building, 106
    Paseo de Roxas Street, Legaspi Village, 1226 Makati City, Metro Manila, Philippines;



(hereinafter collectively referred to
    as the “Developers”, each of which is a “Developer”)
	 	 


WHEREAS:


 


The
Developers are engaged in, and have considerable expertise in information technology consulting, software development, marketing,
sales, licensing and support of certain software;


 


Customer
has requested the Developers to custom develop for the Customer certain software which shall have the capabilities and functions
described in Schedule “A” annexed hereto;


 


Developers
are prepared to undertake such development under the terms and conditions specified in this Agreement; Developers are prepared
to develop the marketing and merchandising policies and procedures, and standards of merchandising, products quality and services
necessary in adherence thereto and in compliance therewith;


 


Customer
is prepared to solely finance such software development pursuant to the terms and conditions specified in this Agreement;



     


     


    

IN
CONSIDERATION of the premises and mutual covenants herein set forth and provided for, the parties covenant and agree as follows:


 


		1.	DEFINITIONS



 


The
following words and terms shall have the following meanings when used herein and such definitions shall apply to both the singular
and plural forms of any such words and terms:


 


“Acceptance Date” means the date on which Developed Products have been
accepted by the Customer under this Agreement as provided for in Clause 4(E).


 


“Agreement”
means this agreement including all schedules.


 


“Application
program interface” or (“API”) is a set of routines, protocols, and tools for building software applications
and the interaction thereof.


 


“Artificial
Intelligence or (“Al”) refers to the use of computer technology to augment human intelligence and capabilities to
handle increased data volumes, advanced algorithms, improvements in computing power, analysis of data, detection of possible trends,
extraction of specific data and storage issues.


 


“Commencement
Date” means the date of execution of this Agreement by the Parties.”


 


“Developed
Products” are the Software, Software Updates and System Documentation.


 


“Development
Company” is the new company incorporated in the state of Nevada, owned by the Customer and/or their nominees, to operate
as the business center to develop, license, market and sell the Developed Products.


 


“End
User” shall mean a customer, other than Development Company, who has licensed the Software from Development Company for
internal business usage and not for further resale.


 


“End
User Service Agreement” shall mean the Development Company’s then applicable End User Agreement, as may be modified
by the Development Company from time to time.


 


“Escrow
Agent” is a mutually agreed party to hold the shares issued by the Customer under paragraph 6(B).


 


“Party”
or “Parties” means either Developers or Customer if used in the singular and both Developers and Customer if used
in the plural.


 


“Project”
refers to the Developed Products, Software, Sales Target 1, Sales Target 2, and System Documentation, in whole or any part thereof.


 


“Project
Events” refers to:


 


Delivery
and acceptance of Developed Software by the Developers to the Customer as per Clause 4 and Clause 5(C)(1) for the release of 125,000,000
million shares from escrow;


 


The
achievement of Sales Target 1 for the release of 100,000,000 shares from escrow as per Clause 5(C)(2); and.


 


The
achievement of Sales Target 2 for the release of 100,000,000 shares from escrow per Clause 5(C)(2).


 


“Sales
Target 1” means gross sales of one million dollars for any consecutive twelve month period derived from the sale of Developed
Products achieved within a time period of three years from Commencement Date.


 


“Sales
Target 2” means gross sales of five million dollars for any consecutive twelve month period derived from the sale of Developed
Products achieved within a time period of five years from Commencement Date.





     


     


    

“Software”
are the software solutions developed by the Developers, or existing software solutions owned by the Developers and further developed,
as contemplated according to Schedule “A”.


 


“Software
Updates” means the object code form of the refinements, add-ons, apps, associated software creations, or new releases of
the Software.


 


“System
Documentation” means all documents, flowcharts, printout specifications, file specifications, test data, screen layouts,
data dictionaries, report layouts and all manuals which collectively contain a complete description and definition of all operating
conditions of the Software, together with the source code of the Software and all operating and technical reference manuals describing
the operation and management of the Software.


 


		2.	PLAN
                                         OF DEVELOPMENT



 


		A.	On
the Commencement Date, Developers will commence preparation of the Project. The Parties will convene meetings as required to adopt
a plan of action for the advancement of the Developed Products. The following items are considered strategic and fundamental:



 


		(1)	Assessment
of existing software and modifications needed;



 


		(2)	Additional
software developments;



 


		(3)	Assignment
of personnel to carry out Project;



 


		(4)	Separation
of potential and readiness of Software;



 


		(5)	Training
requirements;



 


		(6)	Budgetary
requirements;



 


		(7)	Progress
measurement; and



 


		(8)	Pre-sales
efforts.



 


		3.	IMPLEMENTATION
                                         SCHEDULE



 


		A.	Developers
and the Customer shall within 60 days of the Commencement Date agree upon a plan of development for the development and testing
of the Developed Products, report to each other at meetings held at regular intervals as to the progress being made by each of
them in relation to the plan of development, and the delays encountered and the action being taken to recover from such delays.
In connection therewith the Customer and Developers shall each designate one trained and competent person to act as its liaison
contact, with one alternate if desired. No liaison person shall be changed without the prior written consent of the other Party.
Changes to the plan of development can be made at any time by mutual agreement.



 


		B.	The
Developers shall fulfill the position of call center agent (inbound technical support) being the first line of contact for End
Users with technical issues and providing hardware and software technical support.



 


		4.	DEVELOPMENT
                                         OF SOFTWARE



 


		A.	A
working version of the Developed Products shall be made available to the Customer for approval, within 180 days of the Commencement
Date. Upon delivery of the working version of the Developed Products to the Customer, the Customer shall have 21 days to approve
the working version of the Developed Products, to reject that portion of the working version of the Developed Products which do
not meet acceptable test criteria, or to reject the working version of the Developed Products as a whole, or to request specific
clarifications, additions or modifications to the working version of the Developed Products. The Developers shall comply with
any such requests within 30 days from receipt of notice thereof.



 


		B.	Following
acceptance by the Customer of the plan of development, the Developers shall proceed with testing, volume testing and debugging
of the Software all in accordance with the Implementation Schedule. In connection therewith, Developers shall provide the services
of such personnel as may be necessary in order to efficiently complete the foregoing.






     


     


    

		C.	The
working version of the Developed Products will be coded primarily in Java using such techniques, standards and conventions as
have been developed by Developers.



 


		D.	The
Customer shall be deemed to have accepted the working version of the Developed Products when:



 


		1)	The
Customer failed to exercise any of the options provided for in Clause 4 (A) within 21 days from delivery of the working version
of the Developed Products;



 


		2)	The
Developers have successfully completed all testing of the working version of the Developed Products as contemplated and provided
for in Clause 4(C); or



 


		3)	The
Developers have fully complied with the Customer’s request (if any) for specific clarifications, additions or modifications
as contemplated and provided for in Clause 4(A);



 


		5.	CONSIDERATION



 


		A.	Within
3 days from Commencement Date, the Customer will issue a total of 32,000,000 common shares from its treasury to be equally distributed
among the Developers (“Initial Issued Shares”). The Customer will also issue a total of 325,000,000 common shares from
its treasury to the Escrow Agent (“Subsequent Issued Shares”).



 


		B.	The
Escrow Agent, pursuant to the Escrow Agreement, a copy of which is attached as Schedule “B” will deliver the Subsequent
Issued Shares to the Developers upon written instructions from the Developers as to the allotment to each Developer, based on
the following events (“Project Events”):



 


		(1)	125,000,000
common shares on Acceptance Date;



 


		(2)	100,000,000
common shares on attaining Sales Target 1; and



 


		(3)	100,000,000
common shares on attaining Sales Target 2.



 


		C.	The
Escrow Agent shall hold the shares issued by the Customer in trust, releasing such number of shares on a pro rata basis to the
Developers as provided for in clause 5(B) until such time as the Project Events have been fully implemented and completed.



 


		D.	Initial
Issued Shares and Subsequent Issued Shares shall be restricted and contain a legend as follows:



 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT).
 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


		E.	Upon
the transfer of the shares as contemplated in Clause 5(B)(1), the Developers shall cause the Developed Products to be the property
of the Customer.






     


     


    

		6.	TERMINATION



 


		A.	If
the Developers do not deliver the Developed Products to the Customer within the time periods set out in Clause 4(A) of this Agreement,
or if the Customer rejects as a whole the Developed Products after its modification as contemplated in Clause 4(A) and no further
modification has been agreed upon between the Parties, then the Customer may terminate this agreement on 10 days’ prior written
notice to the Developers. As indicated in Clause 4 the Customer will accept a working version of the Developed Products, either
expressly or impliedly.



 


		B.	If
the Developed Products has not passed all acceptance tests under Clause 4(B) within the time period agreed upon by the Parties
in the implementation plan, as a result of causes solely attributable to the Developers or to the functionality of the Software,
then the Customer may by written notice to Developers either:



 


		a)	accept
the Developed Products at its then state of development and level of performance; or



 


		b)	permit
acceptance testing of the Developed Products to be continued for such period as the Customer may designate in the notice. During
such period, Developers shall, at no cost to the Customer, correct the Developed Products, following which the Developed Products
shall again be subjected to the applicable acceptance tests as contemplated and provided for in Clause 4(B).



 


		c)	If
acceptance testing cannot be completed successfully within the period set forth in the Customer’s written notice, then the
Customer may again choose to avail itself of (a) and (b) of this clause, or to terminate this agreement in writing.



 


		C.	If
this Agreement is terminated, any of the Subsequent Issued Shares not distributed to the Developers, are to be cancelled and returned
by the Escrow Agent to the Customer. The Customer shall likewise return the Developed Products, including its updates or modifications,
to the Developers.



 


		7.	SOFTWARE
                                         LICENSE



 


		A.	Upon
transfer of ownership of the Developed Products to the Customer as provided for in Clause 5(E), the Customer shall grant an exclusive
and non-transferable license to Development Company to use, demonstrate, market, offer the Developed Products.



 


		B.	This
license authorizes the Development Company to use the Developed Products in the normal course of Development Company’s business
operations and, for its own internal utilization:



 


		a)	to
copy the Software and System Documentation in support of the use of the Developed Products as authorized under this Agreement;
and



 


		b)	to
modify or alter the Developed Products and to merge it into other systems or software as necessary to maximize its use and to
adjust for changing business conditions, and



 


		C.	Development
Company agrees that it may not use the Developed Products to perform service bureau or timeshare functions, and that Development
Company may not sublicense the Developed Products.



 


		D.	Development
Company and Customer shall not authorize or permit any third party to:



 


		a)	undertake,
authorize or allow any activity that conflicts with or is contrary to the End User Service Agreement or violates the Developer’s
intellectual property rights;



 


		b)	use,
market or resell the Developed Products in any manner, except as expressly provided for and authorized herein, including but not
limited to the following:



 


		(i)	copy,
alter or in any way modify or create derivative works of the Developed Products;



 


		(ii)	translate,
decompile, disassemble, reverse compile, reverse engineer, interrogate, or decode the object code version of the Developed Products
or in any other manner attempt to discover the underlying source code or algorithms or otherwise reduce the object code version
of the Developed Products;






     


     


    


		(iii)	bypass
or delete any copy protection methods that are intended to prevent unauthorized copying or use of the Developed Products;



 


		(iv)	permit
any party to use or access the Developed Products without agreeing to an End User Service Agreement;



 


		(v)	misrepresent
the source of ownership of the Developed Products, or remove, alter, cover or obfuscate any proprietary rights notices, such as
patent, copyright or confidentiality notices, on or in any Developed Products or other Developer materials or copies thereof;
or



 


		(vi)	make
any representations or warranties regarding the functionality or performance of the Developed Products that are different from
or in addition to those set forth in the System Documentation or an End User Service Agreement.



 


		8.	PROPRIETARY
                                         AND TRADE SECRET INFORMATION



 


		A.	Customer
acknowledges and agrees to protect the confidential nature of the Developed Products and any other material provided to Customer
or obtained by Customer as a result of this Agreement.



 


		B.	Customer
acknowledges that, prior to the transfer of ownership under Clause 5(E), the Developed Products remain the exclusive property
of the Developers and that they contain proprietary and confidential information and trade secrets of Developers. Customer agrees
that its rights to use the Developed Products are only as set out in this Agreement.



 


		C.	Customer
agrees to keep any Developed Products details in a secure manner and location.



 


		D.	In
the event that Customer breaches any of the foregoing provisions, Customer agrees to indemnify and hold Developers harmless from
all costs, losses or damages suffered or incurred by Developers as a result of such breach.



 


		9.	ADMINISTRATION
                                         AND BUDGETS



 


		A.	Customer
shall solely finance the Project based on a budget duly approved by the Parties.



 


		B.	Separate
books of accounts shall be kept for the Customer and Development Company of its transactions. Reasonable access to such books
of accounts is hereby granted to Customer and the Developers as the case may be.



 


		C.	Periodic
audits may be made upon said books at such time as required by the Customer or the Developers, as the case may be, for regulatory
purposes. The choice of an auditing firm can be mutually agreed to by the Parties, but in any case, the auditor must meet the
requirements of the Securities Exchange Commission.



 


		D.	In
addition, as required by Customer for regulatory purposes, and/or if desired by Customer, internal control procedures may be instituted
by the Customer. It is necessary that the Development Company be aware of and compliant with the need to report on internal controls.



 


		E.	The
Customer and the Developers shall hold regular meetings to decide on planning, progress and budgeting in respect of the Development
Company.



 


		10.	SOFTWARE
                                         SUPPORT



 


		A.	Developers
agrees to provide to the Customer ongoing support of the Developed Products during the term of this Agreement and the License
granted by the Customer to the Development Company pursuant to this agreement.



 


		B.	Support
for the Developed Products includes:



 


		a)	ongoing
correction of programming errors, conformity of the System Documentation, and if required, timely ongoing correction of the System
Documentation.



 


		b)	such
other maintenance and support services as the Customer may reasonably require.



 


		C.	In
consideration of the provision of support services by Developers as aforesaid, the Customer agrees to pay to Developers an annual
support service fee according to the annual budgets agreed upon the between the Developers and the Customer.






     


     


    

		11.	WARRANTIES,
                                         EXCLUSIONS AND LIMITATIONS



 


		A.	Warranties
of Developers - Developers warrants to Customer as follows:



 


		a)	Compliance
with System Documentation - The Developed Products will operate and perform in accordance with the System Documentation.



 


		b)	Limited
Product Warranty - The Developers warrant that for a period of one year from the Acceptance Date, the Developed Products will
be substantially free of programming errors, logic errors and other defects in workmanship. If any such defect occurs within the
warranty period, Developers will promptly correct such defect without cost or expense to the Customer. The Developers shall have
no obligation to undertake correction of errors caused by the Customer’s modifications to the Developed Products, or in a
manner contrary to instructions in the System Documentation. This warranty does not apply to damage resulting from misuse, abuse
or neglect by the Customer.



 


		12.	CONFIDENTIALITY



 


		A.	Definition:



 


		a)	“Confidential
Material of Customer” means:



 


		i)	any
information of a proprietary or confidential nature, including but not limited to financial and business information relating
to Customer which is communicated to Developers at any time;



 


		ii)	any
business systems, methodologies or computer programs of Customer of which Developers may acquire knowledge in connection with
or while performing its obligations under this Agreement, and



 


		iii)	any
other information or data received by Developers from Customer that is identified as proprietary or confidential.



 


		b)	“Confidential
Material of Developers” means the Developed Products, and the System Documentation.



 


		B.	Confidentiality
Obligations



 


		 	Customer
acknowledges that the Confidential Material of Developers is confidential and constitutes a valuable asset of Developers. Developers
acknowledge that the Confidential Material of Customer is confidential and constitutes a valuable asset of Customer. Unless otherwise
provided under this Agreement, Customer and Developers shall:



 


		a)	treat
the Confidential Material of the other as confidential;



 


		b)	exercise
at least the same degree of care and discretion with respect to the Confidential Material of the other as it exercises in protecting
its own Confidential Material;



 


		c)	take
all necessary steps including but not limited to instruction of employees and agents of Developers, Customer to ensure that the
confidentiality of the Confidential Material of the other is maintained;



 


		d)	not
disclose, publish, display or otherwise make available to other persons any of the Confidential Material of the other, or copies
thereof; and



 


		e)	except
to the extent authorized under this Agreement in respect of the Developed Products, not duplicate, copy or reproduce any of the
Confidential Material of the other without the prior written consent of the other.






     


     


    

		C.	This
clause does not apply to:



 


		a)	information
that is in the public domain or enters the public domain through no breach of confidence by Customer or by Developers;



 


		b)	information
that is available to one Party from some source other than the other Party without a breach of confidence with the other Party;



 


		c)	general
computer technology, ideas, concepts or tools; if or becomes a part of the public domain through no act or omission of the other
Party, or



 


		d)	was
in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly
or indirectly from the disclosing Party; or



 


		e)	is
lawfully disclosed to the other party by a third party without restriction on disclosure;



 


		f)	information
which has been provided in the first instance to someone other than Customer or Developers or their respective employees; information
disclosed two years after the date of this Agreement, and



 


		g)	any
disclosure as may be required to be made by a court of competent jurisdiction.



 


		13.	COPYRIGHTS,
                                         TRADE-MARK NOTICES, LEGENDS AND LOGOS



 


		A.	Developers
will defend the Customer against a claim that Developed Product used as authorized under this Agreement infringes any patent,
copyright or other proprietary right. Developers will indemnify the Customer against all costs, damages and legal fees finally
awarded, on the condition that:



 


		a)	the
Customer promptly notified Developers in writing of the claim, and



 


		b)	Developers
have sole control of the defense and all related settlement negotiations. However, if those costs and damages exceed the limitation
of liability set forth in clause 12, the Customer may elect to defend against the claim on the condition that Developers may fully
participate in the defense and in any settlement negotiations.



 


		B.	If
the Developed Product becomes, or in Developers’ opinion is likely to become, the subject of a claim or infringement, Developers
shall, at its option and expense, either procure for the Customer the right to continue using the Developed Product or replace
or modify the Developed Product so that it becomes non-infringing. If neither of the foregoing alternatives is reasonably available,
the Customer agrees, on one month’s written notice from Developers, to return the original copy and all other copies of the
Developed Product to Developers.



 


		14.	RELEVANT
                                         GOVERNING LAW



 


This
Agreement shall be construed, and its interpretation shall be governed exclusively, in all respects, by the laws of the State
of Nevada.





     


     


    


		15.	GOOD
                                         FAITH



 


Each
of the Parties acknowledge to one another that each respectively intends to perform its obligations as specified in this Agreement
and to proceed in good faith to the successful conclusion of the project.


 


		16.	TO
                                         ACT REASONABLY



 


The
parties agree to act reasonably in exercising any discretion, judgment, approval, or extension of time which may be required to
affect the purpose and intent of this Agreement.


 


		17.	NOTICES



 


Unless
otherwise provided in this Agreement, any notice under this Agreement shall be in writing and shall be sufficiently given if delivered
personally or mailed by prepaid registered post or emailed to Customer or Developers at their respective addresses set forth below
or at such other current address as is specified by notice. During a period of actual or threatened postal disruption or dispute
in the country in which the notice is to be mailed or received, any such notice may not be mailed, but must be delivered personally.
If notice is given by prepaid post in accordance with this section, it shall be deemed to have been received on the third Business
Day following the day of mailing.


 


To
Developers:


 


Cameron
Morris


 


Email: morrisfc@live.com 


 


To Customer:


 


Angelo
Marino, CEO


 


Email: info@earthlifesciences.net


 


		18.	NON-ASSIGNMENT



 


This
Agreement is personal to Customer, and Customer may not assign, sublicense or transfer any of its rights or obligations under
this Agreement without the prior written consent of Developers.


 


		19.	SEVERABILITY



 


If
any provision of this Agreement is held invalid under an applicable statute or rule of law, such invalidity shall not affect
other provisions of this Agreement, which can be given effect without the invalid provisions, and to this end the provisions
of this Agreement are declared to be severable. Notwithstanding the above, such invalid provision shall be construed, to the
extent possible, in accordance with the original intent of the Parties.


 


		20.	NON-WAIVER



 


Failure
by either Party to enforce any term of this Agreement shall not be deemed a waiver of enforcement of that term or any other term.





     


     


    

		21.	SUCCESSORS
                                         AND ASSIGNS




 


This
Agreement shall ensure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns.


 


		22.	CURRENCY
OF CONTRACT



 


All
payments and amounts referred to in this Agreement shall be in United States currency.


 


		23.	CONFLICTS
AND GOVERNING LAW



 


If
any of the provisions of this Agreement are invalid under any applicable statute or rule of United States Law, they are, to that
extent, deemed omitted. This Agreement shall be governed by the United States Law of the State of Nevada and shall be read with
all changes in gender and number as may be required by the context.


 


IN
WITNESS WHEREOF, each party to this agreement has caused it to be executed on the date indicated above.


 


	CUSTOMER:	 
	 	 
	Earth
    Life Sciences Inc.	 
	 	 
		 
	ANGELO
    MARINO, CEO	 
	 	 
	 	 
	DEVELOPERS:	 
	 	 
		 
	CAMERON MORRIS	 
	 	 
		 
	OLEKSlY
    MYKHAYLOV	 
	 	 
		 
	OLEKSIY
    PTASHNIY	 
	 	 
		 
	By:
    ARNOLD C. MORALEJO	 
	President
    and CEO	 
	SHATTER TECH VENTURE HOLDINGS INC.	 






     


     


    

SCHEDULE
“A”


 


Al-driven
“mileage based” loyalty system for public transportation. The purpose of Al is to identify what loyalty rewards should
be given to whom and when to entice maximum-efficiency usage of public transportation. The term “maximum efficiency”
is a strategy that will be defined or customized by Customer - for example this could be return on investment (ROI), increase
of ridership, decongestion analysis, management of congestion and analysis of usage patterns. The objective is to build a turn-key
system that can be deployed to Customer. The degree of integration via API and the amount of implementation by the Customer will
vary.





     


     


    

Schedule
B


 


Escrow
Agreement


 


THIS
AGREEMENT is dated for reference January 6, 2020


 


	BETWEEN:	BARRY
    SCHARF, a businessman located at 102 W Service Road, Champlain, NY, 12919
	 	 
	 	(the
    “Escrow Agent”);
	 	 
	AND:	EARTH
    LIFE SCIENCES INC. a Company organized and existing under the laws of the state of Nevada, located at Suite 880, 50 West
    Liberty Street, Reno, Nevada, 89501;



(the “Issuer”);
	 	 
	AND:	CAMERON
    MORRIS, a businessman located at 830 Stewart Drive 248 Sunnyvale CA 94085 USA;
	 	 
	AND:	OLEKSIY
    MYKHAYLOV, a businessman located at 422 Richards St, Suite 170 Vancouver, BC, V6B 2Z4;
	 	 
	AND:	OLEKSIY
    PTASHNIY, businessman located at Bogucianka str. 11, Krakow, 30-398, Poland;
	 	 
	AND:	SHATTER
    TECH VENTURE HOLDINGS INC., a company located at 3rd Floor, Universal Re Building, 106
    Paseo de Roxas Street, Legaspi Village, 1226 Makati City, Metro Manila, Philippines;
	 	 
	 	(collectively
    referred to as the “Shareholders”, each of which is a “Shareholder”)


 


WHEREAS
the Shareholders have acquired or are about to acquire shares of the Issuer;


 


AND
WHEREAS the Escrow Agent has agreed to act as escrow agent in respect of the shares upon the acquisition of the shares by
the Shareholders;


 


AND
WHEREAS, the Issuer, pursuant to a Software Development, Acquisition and License Agreement dated November ***, 2019 (“Software
Agreement”), has agreed to issue 325,000,000 shares (“Escrow Shares”) to the Shareholders as consideration in
Clause 4(C) of the Software Agreement in relation to receipt of Project Events;


 


AND
WHEREAS, the Issuer and the Shareholders desire that the Escrow Agent accept the Shares, in escrow, to be held and disbursed
as hereinafter provided;


 


AND
WHEREAS this Agreement is Schedule B of the Software Agreement;


 


NOW
THEREFORE in consideration of the covenants contained in this agreement and other good and valuable consideration (the receipt
and sufficiency of which is acknowledged), the Parties agree as follows:


 


IT
IS AGREED:


 


1.          Appointment
of Escrow Agent. The Issuer and the Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to
the terms of this Escrow Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and
subject to such terms.


 


2.          Deposit
of Shares. On or before seven days after the Commencement Date (date of execution of the Software Agreement), the Issuer has
delivered to the Escrow Agent certificates (and applicable stock powers, if requested by the Escrow Agent) representing the Escrow
Shares, to be held and disbursed subject to the terms and conditions of this Agreement. The Issuer acknowledges that the certificates
representing such Shares are legended.



     


     


    

3.          Disbursement
of the Escrow Shares. The Software Agreement states that the Escrow Shares are distributed to the Shareholders and/or their
nominees on the basis of Project Events being achieved. The Project Events refer to:


 


		a)	Delivery
and acceptance of Developed Products by the Shareholders to the Issuer, Software Agreement, Clause 5(B)(1) for the release of
125,000,000 million shares from escrow;



 


		b)	The
achievement of gross sales in the Issuer of “Sales Target 1” meaning gross sales of one million dollars for any consecutive
twelve month period derived from the sale of Developed Products achieved within a time period of three years from Commencement
Date, for the release of 100,000,000 shares from escrow.



 


		c)	The
achievement of gross sales in the Issuer of “Sales Target 2” means gross sales of five million dollars for any consecutive
twelve month period derived from the sale of Developed Products achieved within a time period of five years from Commencement
Date, for the release of 100,000,000 shares from escrow.



 


The
Issuer shall issue written confirmation of the Project Events being attained and the Shareholders shall give written instructions
to the Escrow Agent to release the shares from escrow which shall then be equally allocated to each Shareholder.


 


The
issuer and the Shareholders pursuant to the Software Agreement shall acknowledge to the Escrow Agent in the case of any termination
in which case the Escrow Shares or the balance thereof are returned to treasury.


 


The
Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section
3.


 


4.          Rights
of Initial Shareholder in Escrow Shares.


 


4.1          Voting
Rights as a Shareholder. The Shareholders will have voting rights as a shareholder of the Issuer on such portion of the Escrow
Shares that have been disbursed or released to the Shareholders pursuant to this Agreement (the “Disbursed Escrow Shares”).
The voting rights for the balance of the Escrow Shares that have not yet been disbursed or released from escrow (the “Remaining
Escrow Shares”) shall belong to the Issuer as long as such Remaining Escrow Shares exist pursuant to this Agreement.


 


4.2          Dividends
and Other Distributions in Respect of the Escrow Shares. All dividends payable in cash shall be paid to the Shareholders with
respect to the Disbursed Escrow Shares, and to the Issuer with respect to the Remaining Escrow Shares. All dividends payable in
shares or other non-cash property shall be delivered to the Escrow Agent and shall form part of the Escrow Shares to be disbursed
and equally allocated to the Shareholders together with the release of the 100,000,000 Escrow Shares under Section 3 (c) of this
Agreement.


 


4.3          Restrictions
on Transfer. During the Escrow Period, the only permitted transfers, assignments or sales of the Escrow Shares will be (i)
to Shareholder’s affiliates, (ii) to an entity’s members upon its liquidation, (iii) to relatives and trusts for estate
planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
order, provided, however, that in each case such permissive transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this Agreement signed by the holder transferring
the shares.


 


5.          Concerning
the Escrow Agent.


 


5.1          Good
Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report, or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented
by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination,
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.



     


     


    

5.2          Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Issuer from and against any expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Escrow Agent in connection with any action, suit,
or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement,
the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from
the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any
demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto
in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the
nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow
Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3          Compensation.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Issuer for all services rendered
by it hereunder. Subject to Section 5.8 below, the Escrow Agent shall also be entitled to reimbursement from the Issuer for all
reasonable expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel,
advisors’, and agents’ fees and disbursements, and all taxes or other governmental charges.


 


5.4          Further
Assurances. From time to time on and after the date hereof, the issuer and the Shareholders shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.


 


5.5          Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by it giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Issuer and approved by the Shareholders,
which approval will not be unreasonably withheld, conditioned or delayed, the Escrow Shares held hereunder. If no new escrow agent
is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate in the State of Nevada.


 


5.6          Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only
upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7          Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or willful misconduct.


 


6.          Miscellaneous.


 


6.1          Governing
Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of
the State of Nevada, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. Each of the parties hereby agrees that any action, proceeding, or claim against it arising out of
or relating in any way to this Agreement shall be brought and enforced in the courts of the State of Nevada, and irrevocably submits
to such personal jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum.


 


6.2          Agreements.
In the case that this Agreement and the Software Agreement may appear to differ, the terms of the Software Agreement shall prevail.


 


6.3          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.



     


     


    

6.4          Notices. Unless otherwise provided in this Agreement, any notice under this Agreement shall be in writing and shall be sufficiently
given if delivered personally or mailed by prepaid registered post or emailed to issuer or Escrow Agent or Shareholders at their
respective addresses set forth below or at such other current address as is specified by notice.


 


	To
    the Shareholders:
	Cameron
    Morris
	Email:
    morrisfc@live.com


 


	To
    the Issuer:
	Angelo
    Marino, CEO
	Email:
    info@earthlifesciences.net


 


	To
    the Escrow Agent:
	Barry
    Scharf
	Email;
    info@earthlifesciences.net


 


The
parties may change the persons and addresses to which the notices or other communications are to be by consent by giving written
notice to any such change in the manner provided herein for giving notice.


 


6.5          Counterparts. This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered
by facsimile transmission and together shall constitute one instrument.


 


	CUSTOMER:	 
	 	 
	Earth
    Life Sciences Inc.	 
	 	 
		 
	ANGELO
    MARINO, CEO	 
	 	 
	DEVELOPERS:	 
	 	 
		 
	CAMERON
    MORRIS	 
	 	 
		 
	OLEKSIY
    MYKHAYLOV	 
	 	 
		 
	OLEKSIY
    PTASHNIY	 
	 	 
		 
	By:
    ARNOLD C. MORALEJO	 
	President
    and CEO	 
	SHATTER
    TECH VENTURE HOLDINGS INC.	 
	 	 
	ESCROW
    AGENT:	 
	 	 
	 	 
	BARRY
    SCHARF	 




     


     


    

SCHEDULE
A TO ESCROW AGREEMENT


 





	NAME OF SHAREHOLDER	 	NUMBER OF SHARES HELD IN ESCROW
	CAMERON MORRIS	 	81,250,000
	OLEKSIY MYKHAYLOV	 	81,250,000
	OLEKSIY PTASHNIY	 	81,250,000
	SHATTER TECH VENTURE HOLDINGS INC.	 	81,250,000