Exhibit 10.12


 


ADDENDUM
TO EXCLUSIVE
LICENSE AGREEMENT


 


THIS ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT,
(this "Addendum”) dated April 24, 2018 by and between World Technology
Corporation, f/k/a World Media & Technology Corp., a [Nevada] corporation (the "Licensee"),
and Giner, Inc., a Massachusetts corporation (the "Giner") amends
that Exclusive License Agreement, dated April 10, 2017, by and between the Licensee and Licensor (the "Original
Agreement"). Any capitalized term not defined in this Addendum shall have the meaning ascribed to it
in the Original Agreement.


 


RECITALS


 


WHEREAS, Licensor intends
to enter into an Asset Purchase Agreement (the"Purchase
Agreement”) between Licensor and IA
Smart Start, LLC ("Smart
Start”), pursuant
to which Licensor
shall sell assets
related to its
transdermal alcohol sensor business
(the closing date of the transactions
contemplated herein,
the "Effective
Date"). The
term "Licensor" as
used herein and in the Original Agreement
shall refer to
Giner for all periods
prior to Effective
Date, and Smart
Start for all periods following the Effective
Date. Smart Start, by signing
below, agrees
to assume the rights and
obligations as Licensor under the
Original Agreement and
this Addendum, as of the Effective
Date.


 


WHEREAS,
as part of the
assets being sold
to Smart Start, Licensor
intends to transfer and
assign the Original
Agreement, and Smart Start
will become responsible for
all of the obligations
of Licensor under
the Original
Agreement.


 


WHEREAS,
Licensee, prior to the assignment
of the Original
Agreement, wishes to
amendthe Original
Agreement to add certain
additional
terms to the Original
Agreement, which terms
shall become part of the Original
Agreement, and shall bind
Licensor and any
assigns, including Smart Start.


 


NOWTHEREFORE,
the Parties agree
as of the Effective Date,
as follows:


 


AGREEMENT


 


Licensor'
s obligations
under the Original
Agreement is hereby
amended to include
following:


 


1.1 Provided that Licensee
supplies a beta Helo device with
an integrated or inserted TAS that
offers BLE or loT connectivity via OpenAPI
(or equivalent) to
Licensor by at least
October 1, 2018, Licensor shall
make the Advanced App
available in
the Helo App Store
no later than January 1, 2019, and
Licensor shall provide
maintenance of the
AdvancedApp, as
required for it to operate
in accordance
with its intended function,
for at least nine
(9) months from the date of its availability
in the Helo App Store.


 


2.       AME.ND
MENT OF SECTION
3.4. The ability
of Licensee to maintain
the exclusivity arrangement
in the Original
Agreement is hereby
amended
with the addition
of the following


 






     


     


    




 


2.1       If Licensee
fails to purchase
the minimum volume
for Year I, Licensee
shall pay Licensor
the shortfall amount according
to the terms set forth in
Section 3.4 in order to maintain exclusivity. However, the
shortfall amount paid in
Year I will be
applied against
any purchases in
the first six (6) months of Year 2
commencing on January 1, 2019. For instance, if
only 100K TAS are
purchased in Year I
and Licensee pays
an additional shortfall amount
of $100K to maintain
exclusivity, the
additional shortfall amount of
$100K will be applied against TAS
unit purchases in
the first 6 months of Year 2. If no additional TAS
units are
purchased in the first six (6) months
of Year
2, then the
shortfall amount
shall be
retained
by Licensor and shall
not be applied against
any purchases after
July 1, 2019.


 


2.2       The
Licensee' s obligation
to "purchase"
the minimum volume shall
be understood to mean
submission of an order
or multiple
orders for
the minimum volume,
with
delivery
dates on or
prior
December 31 of the applicable
calendar
year, subject
to the requirement of
Section


3.1 of this
Addendum.


 


2.3       Except
as specifically set
forth in this
Addendum, the terms and
conditions
for the yearly minimum
volume requirements
to maintain exclusivity
shall remain
as specified
in Section 3.4 and
Appendix C3 of the Original
Agreement.


 


3.           ADDENDUM
TO SECTION
4.6.Section
4.6 of the
original Agreement
is hereby amended
to include the following:


 


3.1       Any
order for Products
submitted
to Licensor under
Section 4.6(a)
of the Original
Agreement shall
include a delivery schedule
requiring initial
delivery of units
no less than
six (6) months from the
date of such order.


 


3.2       If, prior to
July 1, 2019, Licensee submits an order
for Products
requesting fewer
than 250,000
units in a
single
order, or submits
a series of orders
for Products
that, in the
aggregate, request fewer than
500,000 units, Licensor hereby
warrants that such
order(s) shall
be satisfied
within the delivery
schedule (subject
to Section 3.1
of this Addendum)
set forth in the applicable
order(s). If Licensor fails
to deliver the
Products within the
stated delivery schedule
for any reason
other than due to Licensee's actions
or inaction, Licensor
hereby agrees that Licensee may terminate this
Agreement for cause.


 


4.           CONSENT
TO ASSIGNMENT
In accordance
with Section
15 of the Original
Agreement, Licensee hereby
agrees and consents to the assignment by
Giner of this Addendum
and
the Original
Agreement and all
rights and obligations
hereunder and thereunder
to Smart Start and
hereby waives
any notice or waiting
period with
respect to such assignment.
Smart
Start hereby agrees to
assume all of the rights
and obligations of
Giner under
the Original
Agreemen,t
and
as Licensor thereunder
and under this Addendum.


 


	S.	MISCELLANEOUS



 


S.1       This
Addendum is subject to
the closing of the transactions
contemplated by
the Purchase Agreement,
and shall take effect
on and as
of the Effective Date.
In the event that the Purchase
Agreement is terminated
or the parties thereto
abandon the negotiation
thereof,
this
Addendum shall have no force
and effect.





 






     


     


    




 


S.2       Except
for the changes made
by this
Addendum, all
terms of the Original
Agreement remain
unchanged.


 


S.3       This
Addendum
and the rights and obligations
of the parties hereto,
and any claims
or disputes
relating
thereto, shall
be governed by and
in accordance
with the laws
of the state of
Delaware.


 


S.4       This
Amendment may
be executed in two or
more counterparts, each
of which shall be
deemed an
original and
all of which
together constitute one
instrument


 






     


     


    




 


	LICENSEE:	 	LICENSORS
	 	 	 
	WORLD TECHNOLOGY CORPORATION	 	GINER, INC.
	 	 	 
	By:	/s/  Sean McVeigh	 	By:	/s/ Cortney Mittelsteadt
	 	 	 
	Name:	Sean McVeigh	 	Name:	Cortney Mittelsteadt
	 	 	 	 	 
	Title:	CEO	 	Title:	CEO
	 	 	 
		 	1A SMART START LLC
	 	 	 
	 	 	By:	/s/ Matthew T. Strausz
	 	 	 	 
	 	 	Name:	Matthew T. Strausz
	 	 	 	 
	 	 	Title:	CEO