Exhibit 10.3


 


 


BILL OF SALE AND


ACKNOWLEDGEMENT OF CLOSING OF


TECHNOLOGY LICENSE AGREEMENT


 


This Bill of Sale
and Acknowledgement of Closing of Technology License Agreement (this “Bill of Sale”) is made as of October 9, 2021
(the “Effective Date”), by Electronic Servitor Publication Network Inc. (formerly CannAssist International Corp.),
a Delaware corporation (“Company”), and Phitech Management, LLC, a Minnesota limited liability company (“Developer”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Technology License
Agreement (defined below).


 


RECITALS


 


WHEREAS,
this Bill of Sale is being delivered pursuant to that certain Technology License Agreement, dated as of July 23, 2021, by and among Company,
Developer and the other parties thereto (the “Technology License Agreement”);


 


WHEREAS,
under the original terms of the Technology License Agreement, the grant of the License to certain Software and Technology and the delivery
of certain Services by Developer to the Company contemplated by the Technology License Agreement is conditioned upon (1) the concurrent
satisfaction of the obligations of the parties under (a) the Spin-Off Agreement, attached hereto as Exhibit A and incorporated
herein by reference (the “Spin-Off Agreement”), and (b) the Change-in-Control Agreement, attached hereto as Exhibit
B and incorporated herein by reference (the “Change-in-Control Agreement”); (2) effectuating a change in the corporate
name of the Company as determined by the Purchaser (as the term is defined in the Change-in-Control Agreement); and (3) the resignation
of the existing officers and director of the Company and the appointment of new officers and directors of the Company designated by the
Purchaser (as the term is defined in the Change-in-Control Agreement) (collectively, the “Related Transactions”).


 


WHEREAS,
the parties wish to amend the conditions of Closing of the Technology License Agreement such that the Closing of the Technology License
Agreement shall not be conditioned upon Closing of the Change-in-Control Agreement, whose Closing shall occur at a time to be determined
by the parties thereto (the “Waiver”);


 


WHEREAS,
the Closing of the Technology License Agreement, subject to the Waiver, is conditioned upon (1) obtaining all necessary consents and approvals
from the Board of Directors of the Company and its shareholders necessary to effectuate the grant of the License by the Developer as well
as the Related Transactions; (2) the completion of all actions necessary to comply with applicable law in order to effectuate the grant
of the License; and (3) obtaining requisite approval from the SEC, FINRA and the Secretary of State of Delaware, respectively, of the
Related Transactions as necessary and appropriate (the “Closing Conditions”);


 


WHEREAS,
the parties wish to acknowledge that the Closing Conditions, as amended by the Waiver, have been satisfied, that the Company have caused
to be issued to the Developer 10,000,000 restricted shares of the common stock of the Company as consideration for grant of the License
(the “Shares”) and, as a result, Developer hereby assigns, transfers, conveys and delivers to the Company the License
in accordance with the terms and conditions of the Technology License Agreement.


 






    	 		 



    	 



    

 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and agreements contained herein, in the Technology License Agreement, in the Related Transactions and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party hereby acts and agrees
as follows:


 


1.       Waiver.
The parties agree that the conditions of Closing of the Technology License Agreement shall be amended such that the Closing of the Technology
License Agreement shall not be conditioned upon Closing of the Change-in-Control Agreement, whose Closing shall occur at a time to be
determined by the parties thereto (the “Waiver”).


 


2.       Satisfaction
of Closing Conditions and Issuance of the Shares. The parties hereby acknowledge that the Closing Conditions, as amended by the Waiver,
have been satisfied and that the Company has caused the Shares to be issued to the Developer.


 


3.       Grants
of the License. In accordance with the terms and subject to the conditions of the Technology License Agreement, effective as of the
Effective Date, Developer hereby absolutely, unconditionally and irrevocably grants the License to certain Software and Technology and
the delivery of certain Services by Developer to the Company subject to, and as contemplated by, the Technology License Agreement.


 


4.       Additional
Rights and Obligations of the Parties. This Bill of Sale is made subject to and with the benefit of the respective provisions of the
Technology License Agreement. The parties hereby agree and acknowledge that the execution and delivery of this Bill of Sale shall not
expand, impair, supersede, modify, limit, extend, diminish, amend or in any way affect any of the rights, obligations, agreements, covenants,
representations, warranties or indemnities contained in the Technology License Agreement, which shall remain in full force and effect
to the full extent provided therein. Other than as set forth under the Waiver agreed to herein, in the event of any conflict or inconsistency
between the terms of the Technology License Agreement and the terms hereof, the terms of the Technology License Agreement shall govern.


 


5.       Counterparts.       The execution
of this Bill of Sale and any other agreement or instrument entered into in connection with this Bill of Sale, and any amendment hereto
or thereto, may be evidenced by way of a facsimile, portable document format (.pdf) transmission or electronic production or reproduction,
photostatic or otherwise, of the relevant signatory’s signature, and such facsimile, portable document format (.pdf) or electronic
production or reproduction signature shall be deemed to constitute the original signature of such signatory.


 


6.       Descriptive Headings.       The
descriptive headings of this Bill of Sale are for convenience of reference only and shall not be deemed to affect the meaning or construction
of any of the provisions hereof.


 


7.       Governing Law.       This
Bill of Sale shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and
performed in such state, without regard to any applicable principles of conflicts of law that might require the application of the Laws
of any other jurisdiction.


 






    	 		 



    	 



    

 


8.       Successors and Assigns.       This
Bill of Sale, and all the terms and provisions hereof, shall inure to the benefit of, and be binding upon, the assigns, successors, heirs,
executors and administrators of each party, as applicable, to the extent provided in the Technology License Agreement.


 


9.       Reformation;
Severability. In case any term or other provision of this Bill of Sale shall be invalid, illegal or unenforceable, such provision
shall be reformed to best effectuate the intent of each party and permit enforcement thereof, and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. If such provision is not capable of reformation, it
shall be severed from this Bill of Sale, and the enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 


10.     Further
Assurances. Each party agrees to cooperate with the other party and to execute and deliver such further instruments and documents
and do all such further acts and things as each party may reasonably be requested to do from time to time by the other party in order
to carry out the provisions and objectives of this Bill of Sale.


 


* * * * *

 






    	 		 



    	 



    

 

IN WITNESS WHEREOF, each party has duly
executed this Bill of Sale as of the date first written above.


 


 


 


	 	COMPANY:	 
	 	 	 	 
	 	ELECTRONIC SERVITOR PUBLICATION NETWORK INC. 	 
	 	(formerly CannAssist International Corp.),	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jonathan Sweetser  	 
	 	Name:	Jonathan Sweetser	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	DEVELOPER:	 
	 	 	 	 
	 	PHITECH MANAGEMENT, LLC, 	 
	 	a Minnesota limited liability company	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Peter Hager 	 
	 	Name:	Peter Hager	 
	 	Title:	Manager