Exhibit
10.46


 


DATED


 


December
2, 2021


 


	 	(1)	ECOMENA
    LIMITED


 


and


 


	 	(2)	CARBONMETA
    TECHNOLOGIES INC


 


LICENCE
OF TECHNOLOGY


 









    	 



    	 



    

 


THIS
AGREEMENT is made on


 


BETWEEN:


 


	(1)	ECOMENA
    LIMITED (Company No. 12408106) whose registered office is at 199 Roundhay Road, Leeds, United Kingdom, LS8 5AN, England (“Licensor”);
    and
	 	 
	(2)	CARBONMETA
    TECHNOLOGIES INC, a registered Delaware Corporation whose office is 13110 NE 177th Place, #145, Woodinville, WA 98072, USA (“the
    Licensee”).


 


BACKGROUND:


 


The
Licensed Technology is connected with Licensor’s trade secrets related to re-cycling industrial by product, construction and demolition
materials into manufacturing cement free pavers and mortars that are environmentally friendly and continuously absorb carbon dioxide,
entitled “CEMENTLESS MATERIALS”.


 


The
Licensee wishes to acquire a licence to the Licensed Technology and Licensor is willing to license the Licensed Technology to the Licensee,
on the terms of this agreement.


 


AGREEMENT:


 


	1.	Interpretation
	 	 
	 	In
    this agreement (including its Schedules), any reference to a “clause” or “Schedule” is a reference to a clause
    of this agreement or a schedule to this agreement, as the case may be. Words and expressions used in this agreement have the meaning
    set out in Schedule 1.


 


	2.	Grant of Licence
	 	 
	2.1	In consideration of the
    payments required to be made under this agreement by the Licensee, Licensor grants to the Licensee a licence in the Territory in
    respect of the Licensed Technology to develop, make, have made, use and have used, import, export and Market the Licensed Product
    in the Field on and subject to the terms and conditions of this agreement. Subject to clause 4, the Licence is exclusive in the Field
    in respect of Licensed Intellectual Property Rights. The Licence is non-exclusive in relation to the Licensed Know-How. Licensor
    retains unrestricted rights to use and license others to use the Licensed Know-How, and to use and license the Licensed Technology
    outside the Field and the Territory.
	 	 
	2.2	As soon as is reasonably
    possible after the date of this agreement (and in any event within thirty (30) days of the date of this agreement), Licensor will,
    at Licensor’s cost, supply the Licensee with the Documents. Licensor shall, for a period of one (1) year from the date of this
    agreement, continue to provide the Licensee with such documents and materials as embody the Licensed Know-How generated during that
    period.
	 	 
	2.3	The Licensee may grant
    sub-licences with the prior written consent of Licensor, such consent not to be unreasonably withheld, conditioned or delayed, provided
    that:


 


	 	2.3.1	the sub-licensee has obligations
    to the Licensee commensurate with those which the Licensee has to Licensor under this agreement, except the financial terms of this
    agreement or where it is not legally possible to include such obligations in the sub-licence;


 






    	 



    	 



    

 


	 	2.3.2	the nature of the proposed
    sub-licensee is not likely in Licensor’s reasonable opinion to have any detrimental impact on the reputation of Licensor;
	 	 	 
	 	2.3.3	as soon as reasonably practicable
    following the grant of each sub-licence, the Licensee provides a certified copy of that sub-licence to Licensor, such copy to be
    Confidential Information of the Licensee which may be redacted to the extent any information in such sub-licence does not relate
    to the Licensed Technology, Licensor and/or this agreement;
	 	 	 
	 	2.3.4	the sub-licensee enters
    into a Deed of Covenant with Licensor in the form set out in Schedule 4; and
	 	 	 
	 	2.3.5	no sub-licence will carry
    any right to sub-sub-license.


 


	2.4	Licensor will be deemed
    to have consented to a sub-licence within thirty (30) Business Days of receipt of such written request by the Licensee to grant a
    sub-licence, provided it has not refused consent or requested reasonable further time or information to consider the request within
    such thirty (30) Business Days period.
	 	 
	2.5	Notwithstanding clause
    2.3, no prior written consent from Licensor will be required for sub-licences if:


 


	 	2.5.1	the sub-licensee or an
    Affiliate of the sub-licensee, at the time of entering into a new sub-licence, is already a licensee or a sub-licensee of the Licensee
    in respect of all or part of the Licensed Technology; or
	 	 	 
	 	2.5.2	the sub-licensee is an
    Affiliate of the Licensee;
	 	 	 
	 	provided always
    that the sub-licence complies with provisions 2.3.1 and 2.3.4 but is not required to comply with the other provisions of that clause.


 


	2.6	The Licensee will:


 


	 	2.6.1	ensure that the Licensed
    Technology will be developed and marketed in association with the Licensed Products fully in compliance with all applicable laws
    and regulations, including applicable construction regulations and any other regulations governing the certification of products
    to indicate conformity with health, safety, and environmental protection standards that are applicable in the United Kingdom, United
    States of America, European Union, and any other applicable countries in which the Licensed Technology is being marketed;
	 	 	 
	 	2.6.2	comply with any United
    Nations trade sanctions or EU or UK legislation or regulation, from time to time in force, which impose arms embargoes or control
    the export from the United Kingdom of goods, technology or software, including weapons of mass destruction and arms, military, paramilitary
    and security equipment and dual-use items (items designed for civil use, but which can be used for military purposes) and certain
    drugs and chemicals; and


 






    	 



    	 



    

 


	 	2.6.3	not export, directly or
    indirectly, the Licensed Technology, Licensed Products or any technical data associated with the Licensed Technology to any country
    for which at the time of export an export licence or other governmental approval is required without first obtaining such licence
    or approval.


 


	3.	Improvements
	 	 
	3.1	The Licensed Technology
    covered by the Licence in clause 2 includes Inventor Improvements. Licensor will communicate in writing to the Licensee all Inventor
    Improvements within a reasonable amount of time after becoming aware of the Inventor Improvement.
	 	 
	3.2	The Licensee acknowledges
    and agrees that all Intellectual Property Rights in Inventor Improvements belong to Licensor.
	 	 
	3.3	The Licensee will communicate
    in writing to Licensor all Licensee Improvements within a reasonable amount of time after the Licensee becomes aware of, or after
    the completed development of, the Licensee Improvements.
	 	 
	3.4	Licensor acknowledges and
    agrees that all Intellectual Property Rights in the Licensee Improvements belong to the Licensee.


 


	4.	Rights Regarding Non-Commercial
    Use
	 	 
	4.1	Licensor has granted and
    in respect of Licensee Improvements, will grant, to those persons who at any time work or have worked on the Licensed Technology,
    a non-transferable, irrevocable, perpetual, royalty-free licence to use and to publish the Licensed Technology and the Licensee Improvements,
    in each case for Non-Commercial Use.


 


	5.	Infringement
	 	 
	5.1	Each party will notify
    the other in writing of any misappropriation or infringement of any rights in the Licensed Technology of which the party becomes
    aware.
	 	 
	5.2	The Licensee has the first
    right (but is not obliged) to take Legal Action at its own cost in relation to any misappropriation or infringement of any rights
    included in the Licensed Intellectual Property Rights in the Field and in the Territory. The Licensee must discuss any proposed Legal
    Action with Licensor prior to the Legal Action being commenced, and take due account of the legitimate interests of Licensor in the
    Legal Action it takes provided always that the Licensee may act without further consultation if rights in the Licensed Technology
    would otherwise be prejudiced or lost.
	 	 
	5.3	If the Licensee takes Legal
    Action under clause 6.2, the Licensee will:


 


	 	5.3.1	indemnify and hold Licensor
    harmless against all costs (including lawyers’ and patent agents’ fees and expenses), claims, demands and liabilities
    arising out of or consequent upon a Legal Action and will settle any invoice received from Licensor in respect of such costs, claims,
    demands and liabilities within thirty (30) days of receipt;


 






    	 



    	 



    

 


	 	5.3.2	treat any account of profits
    or damages (including, without limitation, punitive damages) awarded in or paid to the Licensee under any settlement of the Legal
    Action for any misappropriation or infringement of any rights included in the Licensed Technology as Net Sales for the purposes of
    clause 8, having first for these purposes deducted from the award or settlement an amount equal to any legal costs incurred by the
    Licensee in the Legal Action that are not covered by an award of legal costs; and
	 	 	 
	 	5.3.3	keep Licensor regularly
    informed of the progress of the Legal Action, including, without limitation, any claims affecting the scope of the Licensed Technology.


 


	5.4	Licensor may take any Legal
    Action at its own cost in relation to any misappropriation or infringement of any rights included in the Licensed Intellectual Property
    Rights where:


 


	 	5.4.1	the Licensee has notified
    Licensor in writing that it does not intend to take any Legal Action in relation to any misappropriation or infringement of any such
    rights; or
	 	 	 
	 	5.4.2	if having received professional
    advice with regard to any Legal Action within fourteen (14) days of the notification under clause 6.1, and consulted with Licensor,
    the Licensee does not take reasonable steps to act upon an agreed process for dealing with such misappropriation or infringement
    (which may include, for the avoidance of doubt, seeking a second opinion in respect of such professional advice) within any timescale
    agreed between Licensor and the Licensee and in any event within forty-five (45) days of notification under clause 6.1,


 


provided
it shall not settle any action without first consulting with the Licensee and taking account of the reasonable observations and requests
of the Licensee.


 


	5.5	Subject to clauses 6.2
    and 6.3, if the Licensee takes Legal Action Licensor will provide such reasonable assistance as requested by the Licensee in relation
    to such Legal Action at the Licensee’s cost and authorises the Licensee to join Licensor as a party in any Legal Action where
    it is a legal requirement for the patent owner to be a plaintiff in the Legal Action, provided that the Licensee indemnifies Licensor
    under clause 6.3.1 for the costs of any legal representation in the Legal Action required by Licensor.


 


	6.	Confidentiality
	 	 
	6.1	Subject to clauses 7.2,
    7.3 and 7.4, each party (being a receiving or disclosing party as the case may be) will keep confidential the Confidential Information
    of the other party and will not disclose or supply the Confidential Information to any third party or use it for any purpose, except
    in accordance with the terms and objectives of this agreement.
	 	 
	6.2	The Licensee may disclose
    to sub-licensees of the Licensed Technology such of the Confidential Information as is necessary for the exercise of any rights sub-licensed,
    provided that the Licensee shall ensure that such sub-licensees accept a continuing obligation of confidentiality on substantially
    the same terms as this clause and giving third party enforcement rights to Licensor, before the Licensee makes any disclosure of
    the Confidential Information. The Licensee may also disclose the Licensed Technology to the extent reasonably required in connection
    with the conduct of its business including to potential investors, other business associates and professional advisors provided that
    such persons have agreed in writing to be bound by non-use and non-disclosure obligations that are no less strict than those set
    forth in this agreement or are subject to professional codes of conduct that prevent disclosure of client confidential information
    and the Licensee will take action in respect of any breach of such obligations.


 






    	 



    	 



    

 


	6.3	Licensor may disclose the
    terms of this agreement and royalty reports and payments made by the Licensee to any third parties that have rights to a revenue
    share for providing funding in the development of the Licensed Technology provided that such persons have agreed in writing to be
    bound by non-use and non-disclosure obligations that prevent disclosure of client confidential information and Licensor will take
    action in respect of any breach of such obligations.
	 	 
	6.4	Clause 7.1 will not apply
    to any Confidential Information which:


 


	 	6.4.1	(save in the case of Licensed
    Technology) is known to the receiving party before disclosure, and not subject to any obligation of confidentiality owed to the disclosing
    party;
	 	 	 
	 	6.4.2	is or becomes publicly
    known without the fault of the receiving party;
	 	 	 
	 	6.4.3	is obtained by the receiving
    party from a third party in circumstances where the receiving party has no reason to believe that it is subject to an obligation
    of confidentiality owed to the disclosing party;
	 	 	 
	 	6.4.4	the receiving party can
    establish by reasonable proof was substantially and independently developed by officers or employees of the receiving party who had
    no knowledge of the disclosing party’s Confidential Information; or
	 	 	 
	 	6.4.5	is approved for release
    in writing by an authorised representative of the disclosing party.


 


	6.5	Nothing in this agreement
    will prevent a party from disclosing Confidential Information where it is required to do so by law or regulation, stock exchange
    rules, or by order of a court or competent authority, provided that, in the case of a disclosure under the Freedom of Information
    Act 2000 (“FOIA”), none of the exemptions in the FOIA applies to the relevant Confidential Information and provided always
    that, to the extent permitted by law or regulation, the receiving party will give such notice as is reasonably practicable in the
    circumstances to the disclosing party about the timing and content of such a disclosure.
	 	 
	6.6	If either party to this
    agreement receives a request under the FOIA to disclose any information that, under this agreement, is the other party’s Confidential
    Information, it will notify and consult with the other party. The other party will respond within five (5) days after receiving notice
    if that notice requests the other party to provide information to assist in determining whether or not an exemption under the FOIA
    applies to the information requested under the FOIA.


 


	7.	Royalties and other
    Payments
	 	 
	7.1	Licensor will invoice the
    Licensee for the Signing Fee shortly after signature of this agreement and the Licensee must settle the invoice within thirty (60)
    days of receipt.


 






    	 



    	 



    

 


	7.2	The Licensee will pay to
    Licensor a royalty equal to the applicable Royalty Rate on all Net Sales of Licensed Products.
	 	 
	7.3	In the event that the royalties
    paid to Licensor under clause 8.2 do not amount to at least the Minimum Sum, the Licensee must make up the difference between the
    royalties paid under clause 8.2 and the Minimum Sum in each Licence Year where a Minimum Sum applies.
	 	 
	7.4	The Licensee will pay to
    Licensor a royalty equal to the Fee Income Royalty Rate on all up-front, milestone, minimum sum and other one-off payments (other
    than payments received by the Licensee from a third party which, in accordance with the terms under which those payments are received,
    may only be used by the Licensee in relation to research and development of a Licensed Product) received by the Licensee under or
    in connection with all sub-licences and options granted by the Licensee with respect to the Licensed Technology excluding royalties
    paid to the Licensee by a sub-licensee based on net sales of Licensed Product. The Licensee will pay each such royalty within thirty
    (30) days after its receipt of the payment to which the royalty relates.
	 	 
	7.5	The Licensee will notify
    Licensor as soon as possible after it or any sub-licensee achieves any Milestone, and pay to Licensor the Milestone Fee in respect
    of each Milestone within thirty (30) days of the date on which each Milestone is achieved by the Licensee or a sub-licensee.
	 	 
	7.6	The Signing Fee and the
    Milestone Fee are non-refundable and will not be considered as an advance payment on royalties payable under clause 8.2. No part
    of the Minimum Sum will be refundable or applicable to succeeding Licence Years.
	 	 
	7.7	If a Licensed Product Marketed
    by the Licensee is re-Marketed by an Affiliate, the royalty on each such Licensed Product will be calculated on the highest of the
    prices at which it is Marketed or re-Marketed. The Licensee will pay to Licensor a royalty equal to the Fee Income Royalty Rate on
    any sum received by any sub-licensee that is an Affiliate where a royalty equal to the Fee Income Royalty Rate would have been due
    on that sum under clause 8.4 had it been received directly by the Licensee.
	 	 
	7.8	The Licensee or any of
    its sub-licensees may supply a commercially reasonable quantity of Licensed Products for promotional sampling provided that the number
    of Licensed Products supplied for promotional sampling shall not be greater than 5% of the total number of units of each Licensed
    Product sold, leased or licensed by the Licensee in any Quarter. Except as set out in this clause, the Licensee must not accept or
    solicit any non-monetary consideration when Marketing or otherwise transferring Licensed Products or when issuing sub-licences of
    the Licensed Technology without the prior written consent of Licensor.
	 	 
	7.9	The Licensee will make
    all payments in pounds sterling or any currency replacing pounds sterling in its entirety unless the parties agree otherwise.
	 	 
	7.10	For the purposes of calculating
    any amount payable by the Licensee to Licensor in a currency other than pounds sterling (or replacement currency), the Licensee shall
    apply an exchange rate equivalent to the average of the applicable closing mid rates quoted by the Financial Times as published in
    London on:


 


	 	7.10.1	the first Business Day
    of each month during the Quarter just closed; or


 






    	 



    	 



    

 


	 	7.10.2	for payments under clause
    8.4 only, the first Business Day of the month in which the payment was received by the Licensee.


 


	7.11	Where the Licensee has
    to withhold tax by law, the Licensee will deduct the tax, pay it to the relevant taxing authority, and supply Licensor with a Certificate
    of Tax Deduction at the time of payment to Licensor.
	 	 
	7.12	In the event that full
    payment of any amount due from the Licensee to Licensor under this agreement is not made by any of the dates stipulated, the Licensee
    shall be liable to pay interest on the amount unpaid at the rate of five per cent (5%) per annum over the base rate for the time
    being of Barclays Bank plc. Such interest shall accrue on a daily basis from the date when payment was due until the date of actual
    payment of the overdue amount, whether before or after judgment, and shall be compounded quarterly.


 


	8.	Commercially Reasonable
    Endeavours
	 	 
	8.1	The Licensee must use Commercially
    Reasonable Endeavours to develop, exploit and Market the Licensed Technology to maximise the financial return for both parties.
	 	 
	8.2	The Licensee must use Commercially
    Reasonable Endeavours to develop, exploit and Market the Licensed Technology in accordance with the Development Plan.
	 	 
	8.3	The Licensee will provide
    Licensor with any revised development plan together with any background supporting information necessary for Licensor to evaluate
    the draft plan; such revised development plan to be consistent with an anticipated return to Licensor under clause 8. The Licensee
    will consult with Licensor over the draft plan and will consider in good faith any comments that Licensor may put forward. Following
    approval of the revised development plan by Licensor, the revised development plan shall become the Development Plan. Any information
    provided under this clause 9.3 shall be considered Confidential Information of the Licensee.


 


	9.	Reports and Audit Rights
	 	 
	9.1	The Licensee will provide
    Licensor with a report at least once in every six (6) months detailing the activities and achievements in its development of the
    Licensed Technology in order to facilitate its commercial exploitation, and in the development of potential Licensed Products.
	 	 
	9.2	The Licensee will provide
    Licensor with a royalty report within thirty (30) days after the close of each Quarter for each Licensed Product Marketed by the
    Licensee, including a royalty report confirming that no royalties are due for a Quarter. Each Royalty Report will:


 


	 	9.2.1	set out the Net Sales of
    each Licensed Product Marketed by the Licensee or any sub-licensee, including the total gross selling price of each Licensed Product
    Marketed by the Licensee and any sub-licensees and the quantity or total number of units of each Licensed Product Marketed by the
    Licensee or any sub-licensee;
	 	 	 
	 	9.2.2	set out details of deductions
    made in the calculation of Net Sales from the invoiced price of each Licensed Product in the form in which it is Marketed by the
    Licensee;


 






    	 



    	 



    

 


	 	9.2.3	set out details of the
    quantity of Licensed Products used for promotional sampling by the Licensee;
	 	 	 
	 	9.2.4	provide a calculation of
    the royalties due from the Licensee to be paid at the Royalty Rate;
	 	 	 
	 	9.2.5	set out details of payments
    received by the Licensee to which the Fee Income Royalty Rate applies and provide a calculation of the royalties due from the Licensee
    to be paid at the Fee Income Royalty Rate;
	 	 	 
	 	9.2.6	set out details of Milestones
    achieved by the Licensee or any sub-licensees;
	 	 	 
	 	9.2.7	provide a statement showing
    whether or not royalties due exceed the Minimum Sum and, if so, by how much; and
	 	 	 
	 	9.2.8	set out the steps taken
    during the Licence Year to promote and Market Licensed Products.


 


The
Licensee must pay Licensor the royalties due in respect of the Quarter just closed at the same time as the Licensee delivers the Royalty
Report, provided that, if requested, Licensor will issue an invoice for the relevant payment prior to payment.


 


	9.3	In the event of a dispute
    regarding the calculation of Net Sales or other payments, including the Licensee’s interpretation of International Financial
    Reporting Standards, whether following an audit pursuant to clause 10.6 or otherwise, the dispute shall be referred to an appropriately
    qualified independent expert (the “Expert”) jointly appointed by the parties (acting reasonably) who shall settle the
    dispute as follows. The Expert shall ask each party for written submissions within thirty (30) days of its appointment and shall
    be given access to the parties’ records and correspondence applicable to the dispute. The Expert shall have a period of sixty
    (60) days after this time to decide the dispute. The Expert will be appointed as an expert and not as an arbitrator. The parties
    will each have the right to make representations to the Expert. The Expert’s decision shall be binding on the parties without
    right of appeal and the costs of the Expert shall be borne by the non-prevailing party.
	 	 
	9.4	The Licensee will deliver
    to Licensor a periodic report at the close of each Licence Year providing sufficient data (in outline form) to give a reasonable
    indication or estimate of the actual or expected market share of the Licensee and its sub-licensees and will notify Licensor in the
    event that its market share does or is expected to breach the limits set out in the 2014 Commission Regulation 316/2014 Technology
    Transfer Block Exemption Regulation and Guidelines in Commission Communication 2014/c 89/03 whilst it applies to the UK or the limits
    set out in the Competition Act 1998 as amended, replaced, updated, re-enacted or consolidated from time to time. This obligation
    is not intended to place a significant additional financial burden on the Licensee.
	 	 
	9.5	The Licensee must keep
    complete and proper records and accurate accounts of all Licensed Products used and Marketed by the Licensee and any sub-licensee
    in each Licence Year for at least six (6) years. Licensor may, through an independent certified accountant appointed by Licensor
    (“the Auditor”), audit all such accounts on at least thirty (30) days’ written notice no more than once each Licence
    Year for the purpose of determining the accuracy of the Royalty Reports and payments. The Auditor shall be:


 


	 	9.5.1	permitted by the Licensee
    to enter the Licensee’s principal place of business upon reasonable notice to inspect such records and accounts;


 






    	 



    	 



    

 


	 	9.5.2	entitled to take copies
    of or extracts from such records and accounts as are strictly necessary for the Auditor to properly conduct the audit;
	 	 	 
	 	9.5.3	given all other information
    by the Licensee as may be necessary or appropriate to enable the amount of royalties payable to be ascertained including the provision
    of relevant records; and
	 	 	 
	 	9.5.4	shall be allowed access
    to and permitted, to the extent reasonably required, to conduct interviews of any staff of the Licensee in order to verify the accuracy
    of the records and accounts and the accuracy of any statements provided to Licensor under clause 10.2.


 


If
on any such audit a shortfall in payments of greater than five per cent (5%) is discovered by the Auditor in respect of the audit period,
the Licensee shall pay Licensor’s audit costs.


 


	9.6	The auditing rights and
    obligations on the Licensee set out in clause 10.6 will apply equally to any sub-licensees allowed for in this agreement and the
    Licensee will ensure that the same obligations and access rights allowing Licensor auditing rights to the sub-licensee are included
    in each sub-licence agreement.


 


	10.	Duration and Termination


 


	 	10.1.1	This agreement will take
    effect on the date of signature. Subject to the possibility of earlier termination under the following provisions of this clause
    11, and subject to the possibility of an extension to the term by mutual agreement on the same terms (which if requested by the Licensee
    Licensor shall agree to), this agreement shall continue in force until five (5) years from the date of this agreement.


 


	10.2	If either party commits
    a material breach of this agreement, and the breach is not remediable or (being remediable) is not remedied within the period allowed
    by notice given by the other party in writing calling on the party in breach to effect such remedy (such period being not less than
    thirty (30) days), the other party may terminate this agreement by written notice having immediate effect.
	 	 
	10.3	The Licensee may terminate
    this agreement for any reason at any time provided it gives Licensor six (6) months’ written notice to terminate expiring after
    the third anniversary of this agreement. Any such termination shall not absolve the Licensee of its obligation to accrue and pay
    royalties and other payments under the provisions of clause 8 in respect of the period prior to termination.
	 	 
	10.4	Licensor may terminate
    this agreement:


 


	 	10.4.1	immediately, if the Licensee
    has a petition presented for its winding-up, (but excluding for this purpose any winding up petition presented against the Licensee
    in relation to any debt disputed by the Licensee), or passes a resolution for voluntary winding-up otherwise than for the purposes
    of a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver administrator or administrative
    receiver appointed over all or any part of its assets, or enters into any arrangements with creditors, or takes or suffers any similar
    action in consequence of debts;


 






    	 



    	 



    

 


	 	10.4.2	on thirty (30) days’
    written notice if:


 


	 	(1)	the Licensee opposes or
    challenges the validity of the Application provided always that nothing in this clause 11.4.2 will prevent the Licensee from seeking
    to determine whether a product of the Licensee is a Licensed Product for the purposes of this agreement and the seeking of such determination
    shall not trigger any termination rights herein; or
	 	 	 
	 	(2)	the Licensee is in breach
    of clause 9 and the Licensee does not take any remedial action reasonably requested by Licensor and notified to the Licensee by written
    notice pursuant to clause 11.2 within a reasonable time.


 


	10.5	On termination or expiration
    of this agreement, for whatever reason, the Licensee:


 


	 	10.5.1	shall pay to Licensor all
    outstanding royalties and other sums due under this agreement;
	 	 	 
	 	10.5.2	shall provide Licensor
    with details of the stocks of Licensed Products held at the point of termination;
	 	 	 
	 	10.5.3	must cease to use or exploit
    the Licensed Technology, provided that this restriction does not apply to Licensed Know-How or Confidential Information which has
    entered the public domain through no fault of the Licensee, and that the Licensee may continue to use the Licensed Technology in
    order to meet any specific existing binding commitments already made by the Licensee at the date of termination and requiring delivery
    of Licensed Products within the next six (6) months;
	 	 	 
	 	10.5.4	subject to clause 11.5.3
    must at the option of Licensor and at the Licensee’s cost, destroy all other Licensed Products or send all other Licensed Products
    to a location nominated by Licensor to the Licensee in writing; and
	 	 	 
	 	10.5.5	grants Licensor an irrevocable,
    transferable, non-exclusive licence to develop, make, have made, use and Market the Licensee’s Improvements and products that
    incorporate, embody or otherwise exploit the same. Licensor shall pay a reasonable royalty for use of this licence unless the termination
    arises under clause 11.4, or is by Licensor under clause 11.2, in which case it shall be royalty-free.


 


	10.6	Termination of this agreement,
    whether for breach of this agreement or otherwise, shall not absolve the Licensee of its obligation to accrue and pay royalties under
    the provisions of clause 8 for the duration of any notice period and in respect of any dealings in Licensed Products permitted by
    clause 11.5 or to reimburse Licensor for all costs, filing fees, lawyers’ and patent agents’ fees, expenses and outgoings
    of whatever nature incurred by Licensor in the prosecution, maintenance and renewal of the Applications for the duration of any notice
    period in accordance with clause 5.2.
	 	 
	10.7	Clauses 1, 4.2, 6.3, 11.5,
    11.6, 11.7, 11.8, 12, 13.4 and 13.14 will survive the termination or expiration of this agreement, for whatever reason, indefinitely.
	 	 
	10.8	Clauses 7 and 10.6 will
    survive the termination or expiration of this agreement, for whatever reason, for a period of six (6) years.


 






    	 



    	 



    

 


	11.	Liability
	 	 
	11.1	To the fullest extent permissible
    by law, Licensor does not make any warranties of any kind including, without limitation, warranties with respect to:


 


	 	11.1.1	the quality of the Licensed
    Technology; 
	 	 	 
	 	 	 
	 	11.1.2	the suitability of the
    Licensed Technology for any particular use;
	 	 	 
	 	11.1.3	whether use of the Licensed
    Technology will infringe third-party rights; or
	 	 	 
	 	11.1.4	whether the Application
    will be granted or the validity of any patent that issues in response to that Application.


 


	11.2	Except in relation to any
    claims, damages and liabilities arising directly from the fraud, recklessness or wilful misconduct of Licensor, the Licensee agrees
    to indemnify Licensor and hold Licensor harmless from and against any and all claims, damages and liabilities:


 


	 	11.2.1	asserted by third parties
    (including claims for negligence) which arise from the use of the Licensed Technology or the Marketing of Licensed Products by the
    Licensee and/or its sub-licensees; and/or
	 	 	 
	 	11.2.2	arising directly from any
    breach by the Licensee of this agreement provided however that this indemnity for breach by the Licensee is subject to clause 12.5.


 


	11.3	Licensor will use reasonable
    endeavours to defend any Indemnified Claim and to mitigate its losses, claims, liabilities, costs, charges and expenses or (at Licensor’s
    option) allow the Licensee to do so on its behalf. Licensor will not (except as required by law) make any admission, compromise,
    settlement or discharge of any Indemnified Claim without the consent of the Licensee (which will not be unreasonably withheld or
    delayed).
	 	 
	11.4	The Licensee undertakes
    to make no claim against any employee, student, agent or appointee of Licensor, being a claim which seeks to enforce against any
    of them any liability whatsoever in connection with this agreement or its subject-matter.
	 	 
	11.5	Subject to clause 12.7
    and except in relation to the indemnities in clause 6.3 and 12.2, the liability of either party for any breach of this agreement,
    in negligence or or arising in any other way out of the subject-matter of this agreement, will not extend to incidental, indirect
    or consequential damages or to any loss of profits.
	 	 
	11.6	Subject to clause 12.7,
    the total aggregate liability of Licensor to the Licensee accruing under or otherwise in connection with this agreement or its subject-matter,
    including without limitation liability for negligence, shall in no event exceed:


 


	 	11.6.1	in respect of liability
    accruing in the first Licence Year, the amount of the Signing Fee paid to Licensor; and
	 	 	 
	 	11.6.2	in respect of liability
    accruing in any subsequent Licence Year, the Signing Fee paid to Licensor and the total royalties paid in the previous Licence Year
    to Licensor under clause 8.2, 8.3 and 8.4.


 


	11.7	Nothing in this agreement
    shall limit or exclude any liability for fraud or fraudulent misrepresentation or death, or personal injury or any other liability
    which may not, by law, be excluded.


 






    	 



    	 



    

 


	12.	General
	 	 
	12.1	Registration –
    The Licensee must register its interest in the Licensed Technology with any relevant authorities as soon as legally possible. The
    Licensee must not, however, register an entire copy of this agreement in any part of the Territory or disclose its financial terms
    without the prior written consent of Licensor, such consent not to be unreasonably withheld or delayed.
	 	 
	12.2	Advertising –
    The Licensee must not use the name of Licensor, or the Inventor except any Inventor who is, or has been, a shareholder of the Licensee,
    in any advertising, promotional or sales literature, without Licensor’s prior written approval save that the Licensee shall
    not have to seek re-approval for inclusion in any advertising, promotional or sales literature (but, for the sake of clarity, excluding
    any investment memoranda or other documentation prepared for the purpose of presentation to potential investors), any statement that
    has previously been approved by Licensor or included in any press release approved by Licensor.
	 	 
	12.3	Packaging –
    The Licensee will ensure that the Licensed Products and the packaging associated with them are marked suitably with any relevant
    patent or patent application numbers to satisfy the laws of each of the countries in which the Licensed Products are sold or supplied
    and in which they are covered by the claims of any patent or patent application, to the intent that Licensor shall not suffer any
    loss or any loss of damages in an infringement action.
	 	 
	12.4	Taxes - Where the
    Licensee has to make a payment to Licensor under this agreement which attracts value-added, sales, use, excise or other similar taxes
    or duties, the Licensee will be responsible for paying those taxes and duties.
	 	 
	12.5	Notices - All notices
    to be sent to Licensor under this agreement must indicate the Licensor Project No set out on the agreement front sheet and
    should be sent, by post and email unless agreed otherwise in writing, until further notice to: __________________________________________________________________________.All
    notices to be sent to the Licensee under this agreement should be sent, until further notice, to the Licensee’s Contact and
    Address indicating the Licensor Project No.
	 	 
	12.6	Force Majeure - If
    performance by either party of any of its obligations under this agreement (not including an obligation to make payment) is prevented
    by circumstances beyond its reasonable control, that party will be excused from performance of that obligation for the duration of
    the relevant event.
	 	 
	12.7	Assignment –
    The Licensee may assign any of its rights or obligations under this agreement in whole or in part, to an Affiliate and only for so
    long as it remains an Affiliate and Licensor shall at the request of the Licensee execute a Deed of Novation to bring about that
    assignment. Except as provided in this clause, the Licensee may not assign any of its rights or obligations under this agreement
    without the prior written consent of Licensor (such consent not to be withheld or delayed or conditioned except solely on reasonable
    grounds or the assignee having insufficient funds to fulfil the obligations of this agreement, it being acknowledged and agreed that
    if the assignee is a publicly listed company with a market capitalisation equal to or in excess of £100 million it will be
    considered to have sufficient financial resources). If Licensor assigns its rights in the Licensed Technology to any person it shall
    do so expressly subject to the Licensee’s rights under this agreement.


 






    	 



    	 



    

 


	12.8	Severability - If
    any of the provisions of this agreement is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability
    of the remaining provisions will not in any way be affected or impaired. The parties will, however, negotiate to agree the terms
    of a mutually satisfactory provision, achieving as nearly as possible the same commercial effect, to be substituted for the provision
    found to be void or unenforceable.
	 	 
	12.9	No Partnership etc -
    Nothing in this agreement creates, implies or evidences any partnership or joint venture between Licensor and the Licensee or the
    relationship between them of principal and agent.
	 	 
	12.10	Entire Agreement -
    This agreement constitutes the entire agreement between the parties in relation to the Licence to the exclusion of all other terms
    and conditions (including any terms or conditions which the Licensee purports to apply under any purchase order, confirmation order,
    specification or other document). The Licensee has not relied on any other statements or representations in agreeing to enter this
    agreement and waives all claims for breach of any warranty and all claims for any misrepresentation, (negligent or of any other kind,
    unless made by Licensor fraudulently) in relation to any warranty or representation which is not specifically set out in this agreement.
    Specifically, but without limitation, this agreement does not impose or imply any obligation on Licensor to conduct development work.
    Any arrangements for such work must be the subject of a separate agreement between Licensor and the Licensee.
	 	 
	12.11	Variation - Any
    variation of this agreement must be in writing and signed by authorised signatories for both parties. For the avoidance of doubt,
    the parties to this agreement may rescind or vary this agreement without the consent of any party that has the benefit of clause
    13.14.
	 	 
	12.12	Waiver - No failure
    or delay by either party in enforcing its rights under this agreement, or at law or in equity will prejudice or restrict those rights.
    No waiver of any right will operate as a waiver of any other or later right or breach. Except as stated to the contrary in this agreement,
    no right, power or remedy conferred on, or reserved to, either party is exclusive of any other right, power or remedy available to
    it, and each of those rights, powers, and remedies is cumulative.
	 	 
	12.13	Rights Of Third Parties
    - The parties to this agreement intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 that Licensor and the
    people referred to in clause 12.4 will be able to enforce the terms of this agreement intended by the parties to be for their benefit
    as if Licensor and the people referred to in clause 12.4 were party to this agreement. Subject to the foregoing, this agreement does
    not give rise to any other rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
	 	 
	12.14	Governing Law - This
    agreement is governed by English Law, and the parties submit to the exclusive jurisdiction of the English Courts for the resolution
    of any dispute which may arise out of or in connection with this agreement except in relation to any action in relation to Intellectual
    Property Rights or Confidential Information which may be sought in any court of competent jurisdiction.


 






    	 



    	 



    

 


Schedule
1


 


DEFINITIONS


(Clause
1)


 


Academic
and Research Purposes means research, teaching or other scholarly use which is undertaken for the purposes of education and research.


 


Affiliate
means any company or legal entity in any country Controlling or Controlled by the Licensee.


 


Applications
means:


 


	(a)	any trade secrets that
    Licensor has developed;
	(b)	any patents and applications
    which may be granted to Licensor in the Territory based on and deriving priority from those applications; and
	(c)	any addition, continuation,
    continuation-in-part, division, reissue, renewal or extension based on the Applications.


 


Business
Day means a day, other than a Saturday or Sunday, on which clearing banks are permitted to open in London.


 


Commercially
Reasonable Endeavours means the effort a prudent and determined company of comparable size and sector to the Licensee would take
to pursue the goal of developing and Marketing Licensed Products to maximize the financial return and the social impact from the exploitation
of the Licensed Technology and fulfil the steps laid out in the Development Plan.


 


Confidential
Information means in relation to each party any materials, trade secrets or other information disclosed by that party to the other.
Without limiting the foregoing the following shall be deemed to be the Confidential Information of both parties:


 


	(a)	the Licensed Technology,
    to the extent that it is not disclosed by the Application when published; and
	(b)	this agreement.


 


Control
means:


 


	(a)	ownership of more than
    fifty percent (50%) of the voting share capital of the relevant entity; or
	(b)	the ability to direct the
    casting of more than fifty percent (50%) of the votes exercisable at a general meeting of the relevant entity on all, or substantially
    all, matters.


 


Development
Plan means the plan set out in Schedule 3, as revised in accordance with clause 9.3.


 


Documents
means the documents and materials set out in Schedule 2.


 


Fee
Income Royalty Rate means the royalty rate set out in Schedule 2.


 


Field
means the field set out in Schedule 2.


 


Improvement
means any development of the Licensed Technology which would, if commercially practised, infringe and/or be covered by a claim subsisting
or being prosecuted in the Application.


 






    	 



    	 



    

 


Indemnified
Claim means any claim under which Licensor are entitled to be indemnified under clause 12.2.


 


Intellectual
Property Rights means patents, trade marks, copyrights, database rights, rights in designs, and all or any other intellectual or
industrial property rights, whether or not registered or capable of registration.


 


Inventor
means the inventor or inventors named in the Application and identified in Schedule 2.


 


Inventor
Improvements means any Improvements made prior to the second anniversary of the date of this agreement solely by, or solely under
the direct supervision of, an Inventor, and the Intellectual Property Rights pertaining to them, of which Licensor has been made aware
and is legally able to license, but shall not include, for the avoidance of doubt, any Improvements and Intellectual Property Rights
developed pursuant to any employment or consultancy agreement with the Licensee.


 


Legal
Action means commencing or defending any proceedings before a court or tribunal in any jurisdiction in relation to any rights included
in the Licensed Intellectual Property including all claims and counterclaims for infringement and for declarations of non-infringement
or invalidity.


 


Licence
means the licence granted by Licensor to the Licensee under clause 2.1.


 


Licence
Year means each twelve (12) month period beginning on the date of this agreement and each anniversary of the date of this agreement.


 


Licensed
Intellectual Property Rights means the Applications and (to the extent they constitute Intellectual Property Rights) Inventor Improvements.


 


Licensed
Know-how means all confidential information relating to the Applications or the technology described in the Applications that has
been communicated to the Licensee by Licensor in writing before the date of this agreement or is communicated in writing to the Licensee
by Licensor under this agreement and within twelve (12) months after the date of this agreement and (to the extent they constitute confidential
information) Inventor Improvements.


 


Licensed
Product means any product, process, service or composition which is entirely or partially produced by means of or with the use of,
or within the scope of, the Licensed Technology.


 


Licensed
Technology means the Licensed Intellectual Property Rights, and the Licensed Know-How, and such (if any) other Intellectual Property
Rights owned by or licensed to Licensor as may be specifically identified in Schedule 2 (to the extent, in the case of licensed rights,
that Licensor is legally able to grant a sub-licence of the same).


 


Licensee’s
Contact and Address means the address for the Licensee set out in Schedule 2 of this agreement.


 






    	 



    	 



    

 


Licensee
Improvements means any Improvements made prior to the second anniversary of the date of this agreement by the Licensee, and the Intellectual
Property Rights pertaining to them which shall include, for the avoidance of doubt, any Improvements and Intellectual Property Rights
developed by an Inventor pursuant to any employment or consultancy arrangement with the Licensee.


 


Market
means, in relation to a Licensed Product, offering to sell, lease, licence or otherwise commercially exploit the Licensed Product
or the sale, lease, licence or other commercial exploitation of the Licensed Product.


 


Milestone
and Milestone Fee means the milestones, and the amounts payable on achievement of each of the milestones, set out in Schedule
2.


 


Minimum
Sum means the minimum sum or sums set out in Schedule 2.


 


Net
Sales means the gross selling price of the Licensed Product in the form in which it is Marketed by the Licensee or any sub-licensee,
less:


 


	(a)	trade, quantity or cash
    discounts actually given;
	(b)	outbound carriage and packaging
    expenses actually paid;
	(c)	customs duties, sales taxes
    or other taxes imposed upon and paid with respect to such sales (excluding personal taxes); and
	(d)	amounts allowed or credited
    or retroactive price reductions or rebates actually given/paid.


 


Any
refund of any of the foregoing amounts previously deducted from Net Sales shall be appropriately credited upon receipt.


 


Non-Commercial
Use means Academic and Research Purposes but it does not include the right to commercially exploit the Licensed Technology or to
grant any licence to commercially exploit the Licensed Technology.


 


Past
Patent Costs means the past patent costs set out in Schedule 2.


 


Quarter
means each period of three calendar months during a Licence Year with the first Quarter commencing on the first day of each Licence
Year.


 


Royalty
Rate means the royalty rate or rates set out in Schedule 2.


 


Royalty
Report means the report to be prepared by the Licensee under clause 10.2.


 


Signing
Fee means the fee set out in Schedule 2.


 


Territory
means the territory or territories set out in Schedule 2, excluding any territory or territories removed through the operation of
clause 5.3.


 






    	 



    	 



    

 


Schedule
2


 


	Applications:	Re-cycling
    industrial by product, construction and demolition materials into manufacturing cement free pavers and mortars that are environmentally
    friendly and continuously absorb carbon dioxide
	 	 
	 	entitled “CEMENTLESS MATERIALS”.
	 	 
	Inventors:	EcoMENA , www.ecomena.com
	 	 
	Field (clause 2.1):	All
	 	 
	Territory (clause 2.1):	Worldwide
	 	 
	Documents (clause 2.2):	The Application
	 	 
	Signing Fee (clause 8.1): 	£20,000 and 160,000,000 shares of OTCPINK:COWI
	 	 
	Royalty Rate (clause 8.2):	5% of gross revenues generated by product sales
	 	 
	Minimum Sum (clause 8.3):	 


 


	Licence
    Year	 	Minimum
    Sum	 
	Licence Year 1-2	 	£	5,000	 
	Licence Year 3	 	£	3,000	 
	Licence Year 4 and each Licence Year thereafter	 	£	1,000	 






 


Fee
Income Royalty Rate (clause 8.4): 12%


 


Licensee’s
Contact and Address (clause 13.6):


 


	 	Contact	Lloyd T. Spencer
	 	Address	CarbonMeta Technologies Inc
	 	 	13110 NE 177th Place 
	 	 	#145, Woodinville, WA 98072, USA
	 	 	 
	 	Email 	lspencer@carbonmetatech.com


 






    	 



    	 



    

 


Schedule
3


 


DEVELOPMENT
PLAN


 


CarbonMeta
Technologies, Inc. plans to work with Licensor to develop and deploy a sustainable business that converts cement plant waste into building
materials that can absorb carbon dioxide. To achieve this objective, CarbonMeta Technologies will:


 


Sign
a definitive agreement with Licensor to license the cement waste processing technologies and processes related to the processing cement
plant waste into building materials that can absorb carbon dioxide.


 


Establish
a subsidiary corporations worldwide that will cooperatively work with Licensor researchers and interns to further develop the technologies
and processes to achieve production of building materials that can absorb carbon dioxide:


 


	 	●	December 2021 : establish
    subsidiary operations in Riyadh, Saudi Arabia
	 	●	April 2022 : produce and
    market 600 tons per month of building materials that can absorb carbon dioxide
	 	●	September 2022 : produce
    and market 1,300 tons per month of building materials that can absorb carbon dioxide
	 	●	October 2022 : establish
    subsidiary operations in the United States of America
	 	●	March 2023 : produce and
    market 3,300 per month of building materials that can absorb carbon dioxide


 


Throughout
this entire process, CarbonMeta Technologies shall be reaching out to qualified investors worldwide to fund each subsidiary company and
key projects that achieve the objective of converting cement plant waste into building materials that can absorb carbon dioxide.


 






    	 



    	 



    

 


Schedule
4


 


Deed
of Covenant


 


Licensor


<address>


<address>


<address>


England


Date:
[insert date]


 


Dear
Sirs,


 


Sub-Licence
between [     ] and [insert details of Sub-Licensee] dated [insert date] (the “Sub-Licence”)


 


As
part consideration for the grant of a sub-licence from [XXX] to use [insert details of licensed technology] (the “Licensed
Technology”), the Sub-Licensee hereby covenants to Licensor, and Licensor covenants with the Sub-Licensee that:


 


	 	1.	should the head licence
    between [XXX] and Licensor be terminated for whatever reason, Licensor and the Sub-Licensee shall enter into a direct licence containing
    the same obligations and liabilities as set forth in the Sub-Licence and the Sub-Licensee will pay all due and payable monies under
    the Sub-Licence to Licensor; and
	 	 	 
	 	2.	should the Sub-Licensee
    wish to further sub-licence the Licensed Technology where Licensor has consented to the Sub-Licence including the right to do so,
    it shall procure that any sub-sub-licensee enters into a Deed of Covenant with Licensor in a form substantially similar to this Deed
    of Covenant.
	 	 	 
	 	3.	Licensor shall have the
    right, during the term of the Sub-Licence, through an independent certified accountant appointed by Licensor (the “Auditor”),
    to audit all accounts on at least thirty (30) days’ written notice no more than once each calendar year for the purpose of
    determining the accuracy of the royalty reports and payments. The Auditor shall be:


 


	 	 	a.	permitted to enter the
    principal place of business of the Sub-Licensee upon reasonable notice to inspect such records and accounts;
	 	 	 	 
	 	 	b.	entitled to take copies
    of or extracts from such records and accounts;
	 	 	 	 
	 	 	c.	given all other information
    by the Sub-Licensee as may be necessary or appropriate to enable the amount of royalties payable to be ascertained including the
    provision of relevant records; and
	 	 	 	 
	 	 	d.	shall be allowed access
    to and permitted to conduct interviews of any staff of the Sub-Licensee in order to verify the accuracy of the records and accounts
    and the accuracy of any royalty statements provided to Licensor.


 


If
on any such audit a shortfall in payments of greater than five percent (5%) is discovered by the Auditor in respect of the audit period,
the Sub-Licensee shall pay the audit costs of Licensor.


 


SIGNED
AS A DEED by


 


[Insert
details of Sub-Licensee] in the presence of:-


 


Signature
of Witness:


Name
of Witness:


Address:


 


SIGNED
AS A DEED by


 


Licensor
in the presence of: -


 


Signature
of Witness:


Name
of Witness:


Address:


 



    	 



    	 



    




 


AS
WITNESS this agreement has been signed by the duly authorised representatives of the parties.


 


	Signed by a director duly
    authorised for and on behalf of Licensor	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
	 	 	 	sign here:
	 	 	 	Director
	 	 	 	 
	Signed by a director duly authorised for and
    on behalf of [     ]	)	 	 
	 	)	 	 
	 	)	 	 
	 	)	 	 
	 	 	 	sign here:
	 	 	 	Director