LICENSE
AND ACQUISITiON AGREEMENT


 


This
LICENSE AND ACQUISITION AGREEMENT (this “Agreement”). dated as of January 14, 2019 (the “Effective Date”),
is between Hudilab, Inc. d/b/a/ Endless Relief, a Colorado corporation (“Sellet”), on the one hand and Pure Health
Products, LLC, a New York limited liability company (“Buyer”), and Canbiola, Inc., a Florida corporation (“CANB”)
on the other band.


 


RECITALS


 


A.
Buyer is a wholly owned subsidiary of CANB and in lhe business of manufacturing products containing cannabidiol (“CBD”).


 


B.
CANB’s common stock is publicly traded and quoted on OTC Markets’ QB marketplace (“OTCQB”).


 


C.
Seller has developed proprietary technology and methods to infuse CBD into TENS electrode and other non-electrode pads for pain
management and soreness (collectively, the “Pads”) whereby the adhesion is not affected, the CBD penetrates lhe skin,
and the pads are reusable (lhe “Technology”).


 


D.
The Technology is comprised of (among other things) lhree liquid components (parts A+B+C) (lhe “Components”) that
get mixed together and added to Pads together with up to 400mg CBD and 200tng terpenes (the final product of which being referred
to herein as, “Products”).


 


E.
Buyet desires to acquire from Seller, and Seller desires to license and sell to Buyer, the Technology pursuant to the terms and
conditions of this Agreement.


 


AGREEMENT


 


The
parties agree as follows:


 


Article
L TECHNOLOGY ACQUISITION


 


Section
1.0 I Assets Purchased. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell to Buyer and Buyer
agrees to purchase from Seller the Technology, including all patents, formulations, know-how, trademarks, trade names, copyrights,
service marks, all registrations for them, all applications pending for them, and all other proprietary rights and intangible
property of Seller relating to the Technology and Components, including trade secrets, inventions, technology, software, operating
systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how,
formulae, slogans, processes, and operating rights and all olher similar items such items used by Seller for lhe production of
the Technology and Components, including all derivative works of the foregoing (the “Assets”).


 


 


 




    	 



     

    

 


Section
1.02 Liabilities. Buyer shall not assume any liabilities of Seller and the Assets will be free of all liabilities, obligations,
liens, and encumbrances.


 


Section
1.03 Purchase Price. The purchase price for the Assets (the “Purchase Price”) will be as follows:


 





	 	(a)	Shares.
    CANB shall issue 7,500,000 shares of its common stock (the “Shares”) to Buyer.
	 	 	 
	 	(b)	Royalty.
    Buyer shall pay to Seller a portion of Buyer’s Gross Margin (a “Royalty”) from the sale of Products by Buyer
    or CANB equal to: (a) I0% for all sales of Products to customers not introduced to Buyer or CANB by Seller, and 20”/o
    for all sales of Products to customers that were introduced to Buyer or CANB by Seller. As used herein, “Gross Margin”
    shall mean the amount equal to all revenues received by Buyer from the sale of Products, less all costs and expenses of manufacturing
    the Products, fulfilling and shipping Product orders, returns and replacements of Product , license fees, taxes, and other
    direct expenses, the cost of any defense of liability claims or legal defense related directly to the Products, and direct
    marketing and packaging costs such as table displays, trade show participation, advertising, and similar activities, but not
    corporate overhead or burden. The Royalty will be paid on the  fifteenth (151h) day of each month following the Closing
    to the account designated by Seller. Buyer shall further provide Seller with an auditable accounting of each Royalty in conjunction
    with the above payments.







 


Section
1.04 Closing. The closing of the Purchase of the Assets (“Closing”) will occur not later than January 31, 2019 (“Closing
Date”) electronically or at such time and place as agreed to by the parties. At Closing, Buyer shall deliver a duly executed
certificate(s) for the Shares to Seller as specified by the Seller, and Seller shall deliver the Assets, including the exact formula
and process for making and combining the Components and all documentation and written know-how relating to the Assets into escrow
with an escrow agent agreed by all parties pursuant to escrow instructions mutually agreed by the parties. The escrow agent will
be instructed to release the Assets to Buyer on the date ten (10) years from the Closing Date or once Seller is no longer able
to provide Buyer with the Components as agreed herein or the date on which Buyer or CANB ceases production of Products or divests
itself of its Product division and the Assets, whichever occurs first (“Escrow Termination Date”). Upon the Escrow
Termination Date, once the Assets have been released to Buyer, all obligations of the parties to one another will cease, except
for Buyer’s obligation to pay Seller its Royalty.


 


 


 




    	 



     

    

 


Section
1.05 New Products. If Seller develops any derivative works or products from or using the Assets prior to the Escrow Termination
Date (“Derivative Assets”), such Derivative Assets will be considered an Asset of Buyer’s and immediately placed
in escrow and subject to the below License granted in Section 1.07 and the other provisions of this Agreement, and Buyer will
owe Seller Royalty for Products containing the Derivative Assets. Seller may not create Derivative Assets following the Escrow
Termination Date.


 


Section
1.06 Supply of Components. Until the Escrow Termination Date, Seller agrees to produce and provide to Buyer as much of the Components
as requested by Buyer for integration in its Products; provided that, Buyer must request the Components from Seller in writing
at least three (3) weeks prior to the date the Components are to be delivered to Buyer. Buyer will pay Seller for
the actual documented cost of Seller’s production of the Components, including all reasonable out of pocket expenses, raw
materials, shipping and reasonable labor with fifteen (15) days from delivery of the invoice for such Components. If Seller is
unable to provide any requested Components to Buyer for sixty (60) consecutive days, the Escrow Termination Date will occur on
the 60”’ such day and the Assets will be released to Buyer. Seller agrees not to provide any third party with Components
or any products containing or derived from the Assets. Until the Escrow Termination Date, Buyer agrees to acquire Components solely
from Seller, in the amount of at least $50,000 per year.


 


Section
1.07 License. Seller hereby grants to Buyer and CANB an exclusive, irrevocable license to use the Assets in the manufacture, promotion
and sale of Products until the Escrow Termination Date when the Assets transfer to Buyer.


 


Section
1.08 Title. Title to the Assets will transfer at the Escrow Termination Date. The risk of loss, damage, or destruction to or infringement
upon or from any of the Assets will be borne by Seller before the Escrow Termination Date, after which time such risk will be
borne by Buyer.


 


Section
1.09 Seller’s Assistance. Upon Closing, Seller will provide Buyer and its employees with training for the blending, application
and packaging of Products using the Technology. Buyer shall pay for Seller’s reasonable travel and lodging costs associated
with such training, provided that Buyer has prior approved such expenses in writing. In addition, Buyer may, from time to time
and at any time prior to the Escrow Termination Date, request the assistance of Seller, which assistance will not be unreasonably
withheld, to answer Product formula-related questions, technical questions, and general business questions. Buyer shall cover
all reasonable out-of-pocket and other related expenses for Seller’s assistance. To the extent that any new Products are
developed through the above assistance of Seller, they shall be considered Derivative Assets and subject to the Royalty.


 


Article
II. SELLER’S REPRESENTATIONS AND WARRANTIES


 





Seller
represents and warrants to Buyer and CANB as follows (which will be true as of Closing and Escrow Termination Date):


 


 


 







    	 



     

    

 


Section
2.0I Corporate Existence. Seller is a corporation duly incorporated and legally existing under the laws of the state of Colorado
and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to
qualify. Seller has all requisite corporate power and authority and all material licenses, permits, and authorizations necessary
to own and operate the Assets and to carry on its business as now conducted.


 


Section
2.02 Authorization. Seller has duly authorized the execution, delivery, and performance of this Agreement and all other agreements
contemplated by this Agreement to which Seller is a party, as the case may be. This Agreement and the Related Agreements, when
executed and delivered by the parties thereto, will constitute the legal, valid, and binding obligation of Seller, enforceable
against Seller in accordance with their respective terms except as the enforceability thereof may be limited by the application
of bankruptcy, insolvency, moratorium, or similar laws affecting the rights of creditors generally or judicial limits on the right
of specific performance. The execution and delivery by Seller of this Agreement, and the fulfillment of and compliance with the
respective terms hereof by Seller, do not and will not (a) conflict with or result in a breach of the terms, conditions, or provisions
of, or constitute a default under, any contract; (b) result in the creation of any lien, security interest, charge, or encumbrance
on the Assets; (c) result in a violation of the operating agreement of Seller or any law, statute, rule, or regulation to which
Seller is subject; or (d) result in a violation of any order, judgment, or decree to which Seller is subject; or (e) require any
authorization, consent, approval, exemption, or other action by or notice to any court or administrative or governmental body.


 


Section
2.03 Brokers and Finders. Seller has not employed any broker or finder in connection with the transactions contemplated by this
Agreement, or taken action that would give rise to a valid claim against any party for a brokerage commission, finder’s
fee, or other like payment.


 


Section
2.04 Transfer Not Subject to Encumbrances or Third-Party Approval. The execution and delivery of this Agreement by Seller, and
the consummation of the contemplated transactions, will not result in the creation or imposition of any valid lien, charge, or
encumbrance on any of the Assets, and will not require the authorization, consent, or approval of any third party, including any
governmental subdivision or regulatory agency.


 


Section
2.05 Compliance with Codes and Regulations. Seller has all licenses and permits required to legally manufacture the Components
and has no knowledge, after reasonable investigation, that the Assets violate any provisions of any applicable local or state
ordinances, orders, or regulations.


 


Section
2.06 Litigation. No action, suit, proceeding, order, investigation, or claim is pending or, to the best of Seller’s knowledge,
threatened against Seller or its property, at law or in equity, or before or by any governmental department, commission, board,
bureau, agency, or instrumentality; Seller is not subject to any arbitration proceedings under collective bargaining agreements
or otherwise or, to the best of Seller’s knowledge, any governmental investigations or inquiries; and, to the best knowledge
of Seller, no basis exists for any of the foregoing.


 


 


 






    	 



     

    

 


Section
2.07 Compliance with Laws. To the best of Seller’s knowledge, (a) Seller has at all relevant times conducted its business
in compliance with its articles of incorporation and bylaws, and is in compliance with the laws of the State of Colorado, and
local ordinances and zoning laws; and (b) Seller is not in violation of the laws of the State of Colorado or local ordinances
and zoning laws. Seller is not subject to any outstanding order, writ, injunction, decree, or judgment and Seller has not been
charged with, or threatened with a charge of, a violation of any provision of federal, state, or local law or regulation.


 


Section
2.08 Title to and Condition of Assets.


 


		(a)	Seller
                                         owns all the Assets free and clear of all liens, pledges, security interests, options,
                                         claims, charges, or other encumbrances or restrictions of any kind.
	 	 	 
		(b)	Seller
                                         has (and at Escrow Temrination Date will have) good and marketable title to the Assets.
	 	 	 
		(c)	There
                                         are no defects or liabilities that might detract from the value of the Assets, interfere
                                         with any present or intended use of any of the Assets, or affect the marketability of
                                         the Assets.
	 	 	 
		(d)	Seller
                                         is not aware of any claim of infringement relating to the Assets.



 


Section
2.09 Shelf Life. The Components have a shelflife of one (1) year.


 


Section
2.10 Investment.


 


		(a)	The
                                         Seller understands that the Shares are a speculative investment and involves a risk of
                                         loss of Seller’s investment.
	 	 	 
		(b)	The
                                         Seller understands that the Shares are “restricted securities” and Seller
                                         may be unable to liquidate its investment in the Shares, however, should the Buyer file
                                         a registration statement at any time in the future, registering any common stock for
                                         any purpose, Sellers shall be entitled to “Piggy-Back” Registration rights
                                         to have any remaining Seller shares registered in that offering.
	 	 	 
	 	(c)	The
                                         Seller has the knowledge and experience in financial and business matters necessary to
                                         make Seller capable of evaluating the merits and risks of an investment in the Shares.
	 	 	 
		(d)	The
                                         Seller has had the opportunity to ask questions and receive answers concerning CANB and
                                         the terms and conditions of the issuance of the Shares, and to obtain any of an investment
                                         in the Shares. The Seller has obtained all the infonnation it desires in connection with
                                         the Shares.






 





	 	 	 







 




    	 



     

    

 


		(e)	The
                                         Seller is acquiring the Shares solely for the Shareholders’ own account and not
                                         with a view to or for resale in connection with any distribution of the Shares.



 


		(f)	The
                                         Seller is an “accredited investor” as that term is defined in Rule 501 of
                                         Regulation D under the Securities Act of 1933.



 


Section
2.11 Accuracy of Representations and Warranties. None of the representations or warranties of Seller contain or will contain as
of Closing or Escrow Termination Date any untrue statement of a material fact or omit or will omit or misstate a material fact
necessary in order to make statements in this Agreement not misleading.


 


Article
m. REPRESENTATIONS OF BUYER


 


Buyer
and CANB (“Buyer Parties”) represents and warrants to Seller as follows:


 


Section
3.0I Company Existence. Buyer is a limited liability company duly organized and legally existing under the laws of the state of
New York. CANB is a corporation duly organized and legally existing under the laws of the state of Florida. Buyer Parties have
all requisite corporate or individual power and authority to enter into this Agreement and to perform their obligations hereunder.


 


Section
3.02 Authorization. The execution, delivery, and performance of this Agreement and the related agreements have been duly authorized
and approved by the respective management of Buyer Parties. This Agreement constitutes a valid and binding agreement of Buyer
Parties, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency,
or similar laws affecting the enforcement of creditors’ rights or by the application of general principles of equity.


 


Section
3.03 Brokers and Finders. Buyer Parties have not employed any broker or finder in connection with the transactions contemplated
by this Agreement and has taken no action that would give rise to a valid claim against any party for a brokerage commission,
finder’s fee, or other like payment.


 


Section
3.04 No Conflict with Other Instruments or Agreements. The execution, delivery, and performance by Buyer Parties of this Agreement
will not result in a breach or violation of, or constitute a default under, Buyer Parties’ respective governing documents
or any material agreement to which Buyer Parties are bound.


 


Section
3.05 Shares. At Closing the Shares will be newly issued and valid! authorized.


 


 


 







    	 



     

    

 


Section
3.06 Accuracy of Representations and Warranties. None of the representations or warranties of Buyer contain or will contain any
untrue statement of a material fact or omit or will omit or misstate a material fact necessary in order to make the statements
contained herein not misleading.


 


Article
IV. COVENANTS OF SELLER


 


Section
4.01 Seller’s Use of Assets Before Escrow Termination Date. Seller agrees that between the date of this Agreement and the
Escrow Termination Date:


 


		(a)	Continue
                                         to use the Assets in substantial conformity with all applicable laws, ordinances, regulations,
                                         rules, or orders, and will use its best efforts to preserve its business organization
                                         and continued operation;
	 	 	 
		(b)	Not
                                         assign, sell, lease, license or otherwise transfer or dispose of any of the Assets;
	 	 	 
		(c)	Use
                                         the Assets and create Derivative Assets solely for Buyer’s benefit; and
	 	 	 
		(d)	Notify
                                         Buyer promptly in the event of any material change in the Assets or Seller’s business
                                         or any material adverse change in the financial condition of Seller or of any breach
                                         of a representation or warranty provided in this Agreement.



 


Section
4.02 Conditions and Best Efforts. Seller will use its best efforts to effectuate the transactions contemplated by this Agreement
and to fulfill all the conditions of its obligations under this Agreement, and will do all acts and things as may be required
to carry out its obligations under this Agreement.


 


Section
4.03 No Negotiations with Others. Except as otherwise permitted by this Agreement, or with Buyer’s prior written consent,
Seller will refrain, and will cause Seller’s officers, directors, and employees and any investment banker, lawyer, accountant,
or other agent retained by Seller to refrain, from initiating or soliciting any inquiries or making any proposals with respect
to, or engaging in negotiations concerning, or providing any confidential information or data to, or having any discussions with
any person relating to, any acquisition, business combination or purchase of all or any significant portion of the assets of,
or any equity interest in, Seller.


 


Section
4.04 Non-Competition and Non-Solicitation. Seller understands that Buyer Parties will incur substantial costs, time and expense
in establishing relationships and goodwill with various persons and businesses. Seller acknowledges that this goodwill is the
property of Buyer Parties. Seller acknowledges that this section is necessary to protect investment and goodwill of Buyer Parties
in their businesses and in these relationships.


 


		(a)	Seller
                                         agrees for itself and its principals that they shall not in any way, from execution of
                                         this Agreement until the date two (2) years following the Escrow Termination Date, enter
                                         into any competing business or, directly or indirectly, own or participate in the the
                                         Assets, or pad production containing CBD. For purposes of this Agreement, the term “competing
                                         business” means any person, business, service provider, operation or other program
                                         that offers products or services similar to those offered by Buyer Parties.






 


 


 






    	 



     

    

 


		(b)	Seller
                                         agrees not to solicit any third party for the pwpose of creating any business relationship
                                         that competes with the business of Buyer, or the sale any products which compete with
                                         or are similar in pmpose to the Products or contain CBD to any person, business or entity
                                         as of the date of closing.



 


Section
4.05 Potential Customers. If Seller receives knowledge of a potential customer for the Products, it will not engage the potential
customer directly and will promptly notify Buyer of such potential customer, and if the potential customer’s needs cannot
be met for reasons of quality, price, volume, and delivery or similar issues, then Seller is clear and free to further engage
Potential Customers at will for any reason with no colflict with Buyer.


 


Section
4.06 Press Releases. No notice to customers, press release, or other public announcement concerning the transactions contemplated
by this Agreement will be made by Seller without Buyer’s prior written consent.


 


Article
V. INDEMNIFICATION AND SURVIVAL


 


Section
5.01 Survival of Representations and Warranties. All representations and warranties made in this Agreement will survive the Closing
and Escrow Termination Date of this Agreement.


 


Section
5.02 Seller’s Indemnification. Seller agrees to indemnify, defend, and hold Buyer Parties and their respective directors,
officers, principals, shareholders, agents, successors, and assigns harmless from and against any and all claims, liabilities,
obligations, costs, expenses, and reasonable attorney fees (collectively, “Damages”) arising out of or related to:


 


		(a)	Any
                                         breach or inaccuracy of any obligation, representation or warranty of Seller made in
                                         this Agreement;
	 	 	 
		(b)	Any
                                         failure by Seller to perform any covenant required to be performed by it pursuant to
                                         this Agreement;
	 	 	 
		(c)	Any
                                         liability or obligation of Seller arising out of or in connection with the ownership,
                                         use, condition, maintenance, or operation of the Assets by Seller prior to the Escrow
                                         Termination Date; and
	 	 	 
		(d)	Any
                                         infringement claims relating to the Assets prior to the Escrow Termination Date.



 


 


 






    	 



     

    

 


		(e)	The
                                         forgoing indemnification will not apply to any Damage caused by Buyer Parties’
                                         willful misconduct or gross negligence.



 


Section
5.03 Buyer’s Indemnification. Buyer agrees to defend, indemnify, and hold harmless Seller its directors, officers, principals,
shareholders, agents, successors and assigns from and against all Damages arising out of or related to:


 


		(a)	Any
                                         breach or inaccuracy of any representation or warranty of Buyer made in this Agreement;
	 	 	 
		(b)	Any
                                         failure by Buyer to perform any covenant required to be performed by it pursuant to this
                                         Agreement; and
	 	 	 
		(c)	Any
                                         liability or obligation relating to the Assets that arises following the Escrow Termination
                                         Date.
	 	 	 
		(d)	The
                                         forgoing indemnification will not apply to any Damage caused by Seller’s willful
                                         misconduct or gross negligence.



 


Section
5.04 Indemnification Procedure.


 


		(a)	Third-Party
                                         Claims.



 


		(i)	Each
                                         indemnified party will, with reasonable promptness after obtaining knowledge thereof,
                                         provide the indemnifying party with written notice of all third-party actions, suits,
                                         proceedings, claims, demands, or assessments that may be subject to the indemnification
                                         provisions of this Section (collectively, “Third-Party Claims”), including,
                                         in reasonable detail, the basis for the claim, the nature of Damages, and a good-faith
                                         estimate of the amount of Damages.
	 	 	 
		(ii)	The
                                         indemnifying party will have fifteen (15) days after its receipt of the claim notice
                                         to notify the indemnified party in writing whether the indemnifying party agrees that
                                         the claim is subjj)Ct to Section and, if so, whether the indemnifying party elects to
                                         undertake, conduct, and control, through counsel of its choosing (subject to the consent
                                         of the indemnified party, such consent not to be withheld unreasonably), and at its sole
                                         risk and expense, the good-faith settlement or defense of the Third-Party Claim.
	 	 	 
		(iii)	If
                                         within fifteen (15) days after its receipt of the claim notice, the indemnifying party
                                         notifies the indemnified party that it elects to undertake the good-faith settlement
                                         or defense of the Third-Party Claim, the indemnified party will reasonably cooperate
                                         with the indemnifying party in connection therewith, including, without limitation, by
                                         making available to the indemnifying party all relevant information material to the defense
                                         of the Third-Party Claim. The indemnified party will be entitled to participate in the
                                         settlement or defense of the Third-Party Claim, at its own expense, through counsel chosen
                                         by the indemnified party. The indemnified party will have the right.to review any proposed
                                         settlement that would impose an obligation or duty on the indemnified party, and, if
                                         the indemnified party objects to such a settlement, the settlement may not be undertaken.
                                         As long as the indemnifying party is contesting the Third-Party Clai in good faith and
                                         with reasonable diligence, the indemnified party will not pay settle the Third-Party
                                         Claim. Notwithstanding the foregoing, the indemnified party will have the right to pay
                                         or settle any Third-Party Claim at any time as long as the indemnified party waives any
                                         right to indemnification for such claim from the indemnifying party.







 


 


 






    	 



     

    

 


		(iv)	If
                                         the indemnifying party fails to provide notice that it elects to undertake the good-faith
                                         settlement or defense of the Third-Party Claim, or if the indemnifying party fails to
                                         contest the Third-Party Claim or to undertake or approve settlement in good faith and
                                         with reasonable diligence, the indemnified party will thereafter have the right to contest,
                                         settle, or compromise the Third-Party Claim at its exclusive discretion, at the risk
                                         and expense of the indemnifying party, and the indemnifying party will thereby waive
                                         any claim, defense, or argument that the indemnified party’s defense or settlement
                                         of such Third-Party Claim is in any respect inadequate or unreasonable.
	 	 	 
		(v)	A
                                         party’s failure to give timely notice will not constitute a defense (in part or
                                         in whole) to any claim for indemnification by such party, except if, and only to the
                                         extent that, such failure results in any material prejudice to the indemnifying party.



 


		(b)	Claims
                                         Other than Third-Party Claims.



		(i)	Each
                                         indemnified party will, with reasonable promptness, deliver to the indemnifying party
                                         written notice of all claims for indemnification under this Section, other than Third-Party
                                         Claims, including, in reasonable detail, the basis for the claim, the nature of the Damages,
                                         and a good-faith estimate of the amount of the Damages.
	 	 	 
		(ii)	The
                                         indemnifying party will have thirty (30) days after its receipt of the claim notice to
                                         notify the indemnified party in writing regarding :whether the indemnifying party accepts
                                         or disputes liability for all or any part of the Damages described in the claim notice.
                                         If the indemnifying party does not so notify the indemnified party, the indemnifying
                                         party will be deemed to accept liability for all the Damages described in the claim notice.
	 	 	 
		(iii)	A
                                         party’s failure to give timely notice will not constitute a defense (in part or
                                         in whole) to any claim for indemnification by such party, except if, and only to the
                                         extent that, such failure results in any material prejudice to the indemnifying party.



 


Section
5.05 In the event of any Damages for which Buyer has a right to indemnity under this Agreement, Buyer will be entitled to offset
the amount of such Damages against any unpaid amount of the Purchase Price remaining payable. On giving notice of a claim for
indemnity pursuant to this Section, Buyer will have the right to withhold payment of that portion of the Purchase Price that equals
the amount of the estimated Damages, and such withholding will not constitute a default under this Agreement. The right to indemnification
for Buyer will not be limited to the amount of setoff under this section.


 


 


 






    	 



     

    

 


Article
VI. TERMINATION OF AGREEMENT


 


Section
6.01 Right of Parties to Terminate.


 


		(a)	This
                                         Agreement may be terminated by Buyer if Seller breaches any of its obligations under
                                         this Agreement in any material respect, including not supplying the Components as requested
                                         by Buyer, which breach is not cured within sixty (60) days from the date of breach. Upon
                                         termination by Buyer or by Seller for any reason other than those listed in Subsection
                                         (b) below, the Escrow Termination Date will be triggered, and the Assets will be released
                                         from Escrow to Buyer.
	 	 	 
		(b)	This
                                         Agreement may be terminated by Seller in writing if Buyer fails to purchase at least
                                         $50,000.00 of Components per year from Seller, in which case the Assets will be returned
                                         to Seller and the parties will have no further obligations to each other.



 


Article
VII. MISCELLANEOUS PROVISIONS


 


Section
7.01 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject
matter hereof and supersede any and all prior understandings, agreements, negotiations and discussions, both written and oral,
between the parties hereto with respect to the subject matter hereof.


 


Section
7.02 Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the
benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of
the provision or a waiver of the provision itself or any other provision.


 


Section
7.03 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by,
the laws of the State of New York without reference to, and regardless of, any applicable choice or conflicts oflaws principles.


 


Section
7.04 Execution of Agreement; Counterparts; Electronic Signatures.


 


		(a)	This
                                         Agreement may be executed in several counterparts, each of which shall be deemed an original
                                         and all of which shall constitute one and the same instrument, and shall become effective
                                         when counterparts have been signed by each of the parties and delivered to the other
                                         parties; it being undeistood that all parties need not sign the same counterparts.
	 	 	 
		(b)	The
                                         exchange of copies of this Agreement and of signature pages by facsimile transmission
                                         (whether directly from one facsimile device to another by means of a dial-up connection
                                         or whether mediated by the worldwide web), by electronic mail in “portable document
                                         format” (“.pdf’) fonn, or by any other electronic means intended to
                                         preserve the original graphic and pictorial appearance of a document, or by combination
                                         of such means, shall constitute effective execution and delivery of this Agreement as
                                         to the parties and may be used in lieu of the original Agreement for all pUipOSes. Signatures
                                         of the parties transmitted by facsimile shall be deemed to be their original signatures
                                         for all purposes.








 






    	 



     

    

 


Section
7.05 Further Assurances. Each of the parties hereto shall from time to time at the request of another party hereto, and without
further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and
confirmation and taice such other action as the other party may reasonably request in order to more effectively fulfill the purposes
of this Agreement.


 


Section
7.06 Effect of Headings, Schedules and Exhibits. The subject headings of the paragraphs of this Agreement are included for purposes
of convenience only and shall not affect the construction or interpretation of any of its provisions. All schedules and exhibits
to this Agreement are incorporated into and made part of this Agreement as if set forth in their entirety in this Agreement.


 


Section
7.07 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision
will not affect the validity or enforceability of the other provisions hereof. If any provision hereof is determined by a court
of competent jurisdiction or an arbitrator to be invalid or unenforceable, such provision shall be limited to the extent necessary
to make it valid and enforceable, or if necessary, severed from this Agreement, and the remainder of the Agreement shall be in
full force and effect.


 


Section
7.08 Attorneys’ Fees. If either party brings a claim or lawsuit against the other party to this Agreement to interpret or
enforce any of the terms of this Agreement, the prevailing party shall, in addition to all other damages, be entitled to reasonable
attorneys’ fees and costs, costs of witnesses, and costs of investigation from the non-prevailing party(ies).


 


Section
7.09 Amendment and Termination. Except as provided in Section 4.04 of, this Agreement may be amended or terminated only upon a
writing executed by both Buyer and Seller.


 


Section
7.10 Equitable Relief. Each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in
any court of competent jurisdiction in order to prevent irreparable injury that might result from a breach of this Agreement.


 


Section
7.11 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Buyer and Sellers and their respective
successors and assigns. Whenever appropriate in this Agreement, references to Buyer or Sellers shall be deemed to refer to such
company’s successors or assigns. Notwithstanding, no party may assign this Agreement without the written consent of the
other parties.


 


 


 




    	 



     

    

 


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LICENSE
AND ACQUISITION AGREEMENT


 


IN
WITNESS WHEREOF, the parties enter into this Agreement as of the Effective Date first above written.


 





	“SELLER”	 	“BUYER”
	Hudilab,
    Inc. d/b/a/ Endless Relief, a Colorado corporation	 	Pure
                                         Health Products, LLC,

                                                                                a
                                         New York limited liability company

	 	 	 
	By:	 	 	By:	 
	Printed:
    	 	 	Printed:	Pasquale,
    Ferro
	Title:	 	 	Title:	President
	 	 	 	 	 
	 	 	 	“CANB”
	 	 	 	Canbiola,
    Inc.,
	 	 	 	a
    Florida corporation
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	Printed:	Marco
    Alfonsa
	 	 	 	Title:	CEO