Blueprint






EXHIBIT 10.5







ADDENDUM 2



TO



INTELLECTUAL PROPERTY LICENSE AND TRANSFER AGREEMENT


 


 



Parties:


 



STICHTING SYMBID IP FOUNDATION


 



and


 



SYMBID HOLDING B.V.


 


 


	
 


	


15 November 2016



Executed version









 

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THE
UNDERSIGNED:


I. 

STICHTING SYMBID IP FOUNDATION, a
foundation (stichting),
incorporated under the laws of the Netherlands with its registered
seat in Rotterdam, the Netherlands, having its business address at
Marconistraat 16, 3029 AK Rotterdam, the Netherlands, registered in
the Trade Register of the Chamber of Commerce under number 58919902
("Symbid Foundation");






and



II. 

SYMBID HOLDING B.V., a private company
with limited liability (besloten
vennootschap met beperkte aansprakelijkheid), incorporated
under the laws of the Netherlands with its registered seat in
Rotterdam, the Netherlands, having its business address at
Marconistraat 16, 3029 AK Rotterdam, the Netherlands, registered in
the Trade Register of the Chamber of Commerce under number 58921575
("Symbid
Holding");








A.

Symbid Foundation
and Symbid Holding entered into an intellectual property license
and transfer agreement dated 16 October 2013 ("Agreement");








B.

Symbid Foundation
and Symbid Holding entered into an Amendment to the intellectual
property license and transfer agreement dated 5 December 2013
("Amendment");








C.

Pursuant to article
3 of the Agreement, Symbid Holding is entitled to grant sublicenses
to use certain intellectual property rights and know-how to
Affiliates (as defined in the Agreement);








D.

Symbid Holding has
entered into an intellectual property sublicense and transfer
agreement ("Sublicense
Agreement") with Symbid B.V. ("Symbid BV") in accordance with article 3
of the Agreement;








E.

Symbid BV has
granted various licenses to use certain intellectual property
rights and know-how to parties other than Affiliates, as specified
in Schedule 1 ("Third Party
Sublicenses");








F.

Symbid Foundation
and Symbid Holding wish to amend the Agreement (i) to enable
Stichting Symbid IP Foundation to also grant a license to Symbid
Coöperatie UA in return for which it will be bearing the costs
for the further development of the software, all as specified in
this addendum ("Addendum No.
2").







 

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1.1 

The exclusivity of
the license granted in the Agreement is hereby adjusted to a
non-exclusive license agreement. The critical reason being Symbid
Holding is not able to continue development of the software to
reassure compliance with local law and regulation in The
Netherlands. Symbid Coöperatie UA will be granted a license
under the condition it continues the development of the
intellectual property rights and know-how. Symbid Holding through
the Agreement can continue to make use of the intellectual property
rights and know-how as updated by Symbid Coöperatie
UA.





 



2.1 

This Addendum No. 2
shall be effective as of the Effective Date as defined in the
Agreement.





 



2.2 

Other than as
specified in this Addendum No. 2, the Agreement shall remain
unchanged and in full force and effect.





 



3.1 

This Addendum No. 2
is governed by and shall be construed in accordance with the laws
of the Netherlands.





 



3.2 

Any dispute arising
out of or in connection with this Addendum No. 2 shall be submitted
exclusively to the competent courts in Rotterdam, the Netherlands,
notwithstanding the right of appeal.






 



- signature page to follow -


 



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In
witness whereof, agreed upon and signed in two (2) counterparts
by:


 


	
 

	
 

	
 


	


Symbid Holding B.V.


 



/s/ Korstiaan Zandvliet

	
 

	


Stichting Symbid IP Foundation


 



/s/ Korstiaan Zandvliet


	

By:
Arena Amnis B.V.

	
 

	

By:
Arena Amnis B.V.


	

By:
Korstiaan Zandvliet

	
 

	

By:
Korstiaan Zandvliet


	

Position:
Managing Director

	
 

	

Position:
Board member


	
 

	
 

	
 


	


Stichting Symbid IP Foundation


 



/s/ Robin Slakhorst .


By:
Gastropoda Equus B.V.


By:
Robin Slakhorst


Position:
Board Member

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 







 






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