Exhibit
10.3


 


AGREEMENT
OF CONVEYANCE, TRANSFER AND ASSIGNMENT


 


This
Agreement of Conveyance, Transfer and Assignment (the “Agreement”) is made as of March 23, 2022 by and among
POINT OF CARE NANO-TECHNOLOGY, INC., a Nevada corporation (“PCNT”), DRG TRANSFER, INC., a Nevada corporation and wholly
owned subsidiary of PCNT (“DRG”), and Dr. Raouf Guirguis (“Guirguis”).


 


WHEREAS,
PCNT and the GUIRGUIS entered into an Assignment and Assumption Agreement, dated as of April 15, 2021 (the “Assignment and Assumption
Agreement”), whereby PCNT has agreed to sell, assign, transfer, convey and deliver to the Guirguis the Assets and Liabilities
(as defined in the Assignment and Assumption Agreement), and Guirguis agreed to purchase, accept and assume the Assets and Liabilities
from PCNT; and


 


WHEREAS,
pursuant to the terms of the Assignment and Assumption Agreement, the parties agreed that PCNT would establish a wholly owned subsidiary
(the “Subsidiary”), transfer the Assets and Liabilities to the Subsidiary and then transfer the Subsidiary to Guirguis;
and


 


WHEREAS,
on August 12, 2021, PCNT incorporated DRG Transfer, Inc., a Nevada corporation, as the Subsidiary; and


 


WHEREAS,
that certain License Agreement dated February 25, 2015 with respect to certain intellectual property relating to diagnosing illness in
humans by means of a saliva test owned by Lamina Equities Corporation and licensed to PCNT thereunder (the “License Agreement”),
which constitutes one hundred percent of the assets of PCNT within the Assets and Liabilities, is being transferred to the Subsidiary
by a separate license assignment agreement of even date herewith; and


 


WHEREAS,
PCNT wishes to assign and transfer to the Subsidiary all of the liabilities subsumed within the Assets and Liabilities (the “Assumed
Liabilities”), being those liabilities specified on Schedule A hereto; and


 


WHEREAS,
PCNT desires to convey, transfer and assign to Guirguis, and Guirguis desires to acquire from PCNT, all of the issued and outstanding
capital stock in the Subsidiary, and, in connection therewith, Guirguis has agreed to accept and assume all of the Assumed Liabilities.


 


NOW
THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto intending to be legally bound
hereby, agree as follows:


 


Section
1. Assignment of Assumed Liabilities. Subject to the terms and conditions of this Agreement, effective on
the date hereof, PCNT hereby transfers and assigns to DRG all duties and obligations of PCNT under the Assumed Liabilities, and DRG agrees
to assume such duties and obligations thereunder and be bound to the terms of the Assumed Liabilities.


 


Section
2. Assignment .of Subsidiaries. Assets and Business.


 


For
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, PCNT does hereby assign, grant,
bargain, sell, convey, transfer and deliver to Guirguis all of PCNT’s capital stock, being all of the outstanding capital stock, in the
Subsidiary.


 


Section
3. Assumption.


 


3.1 Assumed
Liabilities. As of the date hereof, Guirguis hereby assumes and agrees to pay, perform and discharge, fully and completely, all
liabilities, commitments, contracts, agreements, obligations or other claims against PCNT, whether known or unknown, asserted or unasserted,
accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or
otherwise associated with the business of PCNT and the Assumed Liabilities prior to April 15, 2021, and the Subsidiary.



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3.2 Indemnity.
Guirgiuis shall indemnify and hold harmless PCNT for any loss, liability, claim, damage, or expense arising from or in connection with
any claim relating to or arising out of any of the Assumed Liabilities.


 


3.4. Payment
of Consideration. Guirguis shall deliver the Assignee Shares (as defined in the Assignment and Assumption Agreement) and any
ancillary documents thereto as may be requested by PCNT.


 


Section
4. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall
not affect in any way the meaning or interpretation of this Transfer and Assumption Agreement.


 


Section
5. Governing Law and Venue. This Agreement shall be ·constructed and construed in accordance with the internal
substantive laws of the State of Nevada, without regard to the choice of law principles of said State. The parties agree that the exclusive
venue of any action, suit, counterclaim or cross claim arising under, out of, or in connection with this Agreement shall be the state
or federal courts in Clark County, Nevada. The parties hereby consent to the personal jurisdiction of any court of competent subject
matter jurisdiction sitting.in Clark County, Nevada.


 


Section
6. Waiver of Right to Trial by Jury. Each of the parties hereto hereby waives any right to trial by jury
of any claim, demand, action or cause of action (a) arising under this agreement or any other instrument, document or agreement executed
or delivered to connection herewith or therewith, or (b) in any way connected with or .related or incidental to the dealings of the parties
hereto or any of them in respect to this agreement. Each of the parties hereto represents that it has reviewed this waiver and has knowingly
and voluntarily waived its jury trail rights following consultation with legal counsel. Each of the parties hereto agrees that the other
may file a copy of this agreement with any court as written evidence of-the consent of the parties hereto to the waiver of their right
to trial by jury.


 


Section
7. Understanding of Agreement. The parties each acknowledge that they have fully read the contents of this Agreement
and that they have had the opportunity to obtain the advice of counsel of their choice, and that they have full; complete and total comprehension
of the provisions hereof and are in full agreement with each and every one of the terms, conditions and provisions of this. Agreement.
As such, the parties agree to waive any and all rights to apply an interpretation of any and all terms, conditions or provisions hereof,
including the rule of construction that such ambiguities are to be resolved against the drafter of this Agreement. For the purpose of
this instrument, the parties agree that ambiguities, if any, are to be resolved• in the same manner as would have been the case
had this instrument been jointly conceived and drafted.




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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto as of the date first above written.


 


	PCNT:
	POINT OF CARE NANO-TECHNOLOGY, INC.
	 	 
	By:	/s/Nicholas DeVito
	Name:	Nicholas DeVito
	Title:	Chief Executive Officer
	 	 
	DRG:
	DRG TRANSFER, INC.
	 	 
	By:	/s/Nicholas DeVito
	Name:	Nicholas DeVito
	Title:	Chief Executive Officer
	 	 
	GUIRGUIS:
	 	 
	By:	/s/Dr. Raouf Guirguis
	Name:	Dr. Raouf Guirguis





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SCHEDULE
A


 


The
Assumed Liabilities


 


		●	100%
                                            of all liabilities including Accounts Payable, Debt of any kind, Judgments against Point
                                            of Care Nano-Technology, Inc. (PCNT) of any kind as of April 15, 2021; and



 


		●	100%
                                            of any and all legal actions taken against PCNT with claims prior to April 15, 2021