Exhibit 10.8


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 24, 2019 by and between
CITTA, Inc., a Delaware corporation (“Buyer”), and SQN Venture Income Fund, L.P., a Delaware limited partnership
(“Seller”).


 


RECITALS


 


WHEREAS, Buyer and
Seller are parties to that certain Asset Purchase Agreement, dated as of August 12, 2019 (the “APA”),
pursuant to which Seller has agreed to sell, transfer, assign, convey and deliver to Buyer, and Buyer has agreed to purchase and
acquire from Seller, all of Seller's right, title and interest in and to the Purchased Assets (as defined in the APA);


 


WHEREAS, pursuant to
the APA, Buyer has agreed to assume the Assumed Liabilities (as defined in the APA); and


 


WHEREAS, Buyer and
Seller desire to document, and set forth the terms of, the sale, transfer, assignment, conveyance, and delivery of certain contracts
and intangible assets included in the Purchased Assets and the assumption of the Assumed Liabilities.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


1.           Definitions.    Capitalized terms used but not defined herein shall have the meanings assigned to them in the APA. All references to schedules
and sections shall mean references to the APA, except as otherwise noted herein.


 


2.           Assignment.    Effective as of the date of this Agreement, Seller does hereby irrevocably sell, transfer, assign, convey and deliver to Buyer
and its successors and assigns forever, free and clear of all liens, claims, security interests, mortgages, charges, encumbrances
and other restrictions (other than the Assumed Liabilities), all of Seller's right, title and interest in and to the assets described
on Exhibit A hereto (the “Intangible Assets”). Seller hereby irrevocably constitutes and appoints
Buyer as its true and lawful attorney, with full power of substitution, in Seller’s name and stead, but on behalf and for
the benefit of Buyer to demand and receive any and all of the Intangible Assets, and to give receipts and releases therefor, and
from time to time to take any and all actions in Seller’s name, for the benefit of Buyer for the collection and/or reduction
to possession of the Assets. Such powers of attorney are coupled with an interest and are irrevocable by Seller.


 


3.           Assumption.    Effective as of the date of this Agreement, Buyer does hereby accept the foregoing sale, transfer, assignment, conveyance and
delivery of all of Seller's right, title and interest in and to the Intangible Assets and hereby assumes and agrees to pay, perform
and discharge when due, in accordance with the APA, the Assumed Liabilities. Except as set forth in the previous sentence, Buyer
expressly does not, and will not be deemed to, assume under this Agreement or otherwise by reason of the transactions contemplated
hereby or by the APA, any liabilities, obligations or commitments of, or arising out of actions taken, services rendered, goods
sold, or contracts entered into by, Seller of any nature whatsoever.


 






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4.           APA.    This Agreement is made in accordance with and is subject to all the terms, representations, warranties, covenants, agreements
and limitations set forth in the APA, and all such terms, representations, warranties, covenants, agreements and limitations are
incorporated herein by this reference. The execution and delivery of this Agreement by the parties hereto shall not in any way
limit the rights and obligations of the parties under the APA. In the event of any conflict between the terms of this Agreement
and the APA, the APA shall control.


 


5.           Third
Parties.    The assumption by Buyer of certain obligations of Seller as provided in Section 2.03 is not intended by the
parties to expand the rights or remedies of any third party against Buyer or Seller, as the case may be, as compared to the rights
and remedies which such third party would have had against Seller had Buyer not consummated the transactions contemplated by the
APA. Nothing contained herein will, or should be construed to, prejudice the right of Buyer or Seller, as the case may be, to
contest any claim or demand with respect to any litigation or liability assumed or not assumed, respectively, hereunder; and Buyer
or Seller, as the case may be, will have all rights which Seller has or may have to defend or contest any such claim or demand.


 


6.           Counterparts.    This Agreement may be executed in counterpart signature pages executed and delivered via facsimile transmission or via email with
scan or email attachment. Any such counterpart executed and delivered via facsimile transmission or via email with scan or email
attachment will be deemed an original for all intents and purposes, and all such counterparts shall together constitute one and
the same instrument.


 


7.            Further
Assurances.


 


(a)             Upon
Buyer's request, Seller shall enter into and deliver such further assignments of the Intangible Assets and/or the rights related
thereto and other documents as are reasonably necessary to protect Buyer's rights therein, and Seller agrees to cooperate with
Buyer in the enforcement of such rights and shall give such testimony as may reasonably be deemed necessary or required of Seller
by Buyer or its designee to develop, preserve or extend Buyer's rights relating to any Intangible Assets and to permit Buyer or
its designee to file and prosecute patent applications and, as to copyrightable material, to obtain copyright registrations thereof.
Seller hereby appoints Buyer as its attorney-in-fact to execute on its behalf any assignments or other documents deemed necessary
by Buyer to protect or perfect its rights to any Intangible Assets.


 


(b)             To
the extent any assignment of any portion or all of the Intangible Assets to Buyer is not capable of being effectuated, as required
hereunder, then as additional consideration for the payments made to Seller hereunder, Seller hereby grants to Buyer a worldwide,
perpetual, fully-paid up, royalty-free, irrevocable, exclusive license, with the right to grant further sublicenses, to such portion
of the Intangible Assets without any reservation of rights by Seller.


 


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IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first set forth above.


 





	 	“SELLER”
	 	 
	 	SQN Venture Income Fund, L.P.
	 	 
	 	By:	/s/ Ryan McCalley
	 	 	 
	 	Name:	Ryan McCalley
	 	 	 
	 	Title:	Managing Partner



 





	 	“BUYER”
	 	 
	 	CITTA, Inc.
	 	 
	 	By:	/s/ Edmundo Gonzalez
	 	 	 
	 	Name:	Edmundo Gonzalez
	 	 	 
	 	Title:	President and CEO



 


Signature Page
to Assignment and


Assumption Agreement