LICENSE AGREEMENT


 


This License Agreement (this “Agreement”)
is entered into on February 28, 2022 (the “Effective Date”) between Etheralabs LLC, a Delaware limited liability company
(“Licensor”), and Wikisoft Corp., a Nevada corporation (“Licensee”).  Each of Licensor and
Licensee is referred to as a “Party.”


 


RECITALS


 


A.                                    Licensor
and Licensee are parties to a Membership Interest Purchase Agreement of even date herewith (the “Purchase Agreement”),
pursuant to which Licensor sold to Licensee a Percentage Interest of 51% in Licensor in consideration for the purchase price, as contained
in the Purchase Agreement, which purchase price shall be deemed paid in partial consideration for the execution and delivery by the Licensor
of this Agreement.


 


B.                                    The
Parties enter into this Agreement to implement the license of Licensed IP from Licensor to Licensee in accordance with the terms and conditions
of the Purchase Agreement.


 


In consideration of $10
to be paid by Licensee to Licensor, the premises and the mutual representations, warranties, covenants and agreements contained in this
Agreement, the Parties to this Agreement agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.1                                   The
terms set forth below have the meanings specified or referred to below.


 


Affiliate:  Of
a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, such Person.  The term “control” of a Person (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of at least 50% of the outstanding voting securities
of the Person.


 


Business:  The
business of developing, manufacturing, and marketing Products operated by Licensor worldwide immediately before the Closing Date.


 


Business Day: 
Any day except Saturday, Sunday or any other day on which commercial banks located in the New York City, New Nork are authorized or required
by Law to be closed for business.


 


Closing Date: 
The Closing Date under the Purchase Agreement.


 


Governmental Authority: 
Any national, prefectural, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority
(to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court
or tribunal of competent jurisdiction.


 


Intellectual Property: 
Any of the following rights in any jurisdiction: (a) patents and patent applications, (b) trademarks, service marks, trade dress,
and other proprietary indicia of goods and services, whether registered or unregistered, and the goodwill connected with the use of and
symbolized by any of the foregoing, (c) original works of authorship in any medium of expression, whether or not published, all copyrights
(whether registered or unregistered), all registrations and applications for registration of such copyrights all of the following and
similar intangible property and related proprietary rights, and (d) confidential information, formulas, designs, devices, technology,
know-how, research and development, inventions, methods, processes, compositions and other trade secrets, whether or not patentable.


 


Law:  Any statute,
law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law
of any Governmental Authority.


 



    	 		 



    	 



    

 





Licensed IP: 
The Intellectual Property listed in Schedule 1 and any know-how that is a nonpatentable improvement to Licensed Patents
or Licensed Know-how that is made or developed by Licensor after the Closing Date and that Licensor determines to be necessary for the
Business.


 


Licensed Know-how: 
The know-how listed in Schedule 1.


 


Licensed Patents: 
The patents and patent applications listed in Schedule 1, together with all patents that issue therefrom.


 


Losses:  Actual
out-of-pocket losses, damages, liabilities, costs or expenses.


 


Person:  An individual,
corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association
or other entity.


 


Products:  The
products listed in Schedule 1.


 


Quarterly Period: 
Each three-month period starting on January 1, April 1, July 1, and October 1.


 


Representative: 
With respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other
agents of such Person.


 


Term:  As defined
in Section 9.3.


 


ARTICLE II

LICENSE GRANT


 


Section 2.1                                   License
Grant.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the period starting
on the Closing Date and ending when the Term ends, a non-exclusive, non-transferable, sublicensable, worldwide license under the Licensed
IP to manufacture, have manufactured, sell, offer to sell, import and export Products under the Licensed IP.


 


ARTICLE III

COVENANTS


 


Section 3.1                                   Disclosure
of Licensed Know-How.  Licensor shall, as promptly as practically possible after the Closing Date, prepare and disclose to Licensee
a written manual that explains the Licensed Know-how necessary for the manufacture of Products.


 


Section 3.2                                   Improvements. 
If Licensee makes any invention or improvement based on or related to the Licensed IP, Licensee shall promptly inform Licensor of that
improvement, and unless agreed otherwise in writing, Licensee and Licensor will jointly own that improvement.  The Parties shall
take all necessary actions to record and otherwise perfect the Parties’ joint ownership of that improvement.


 


ARTICLE IV

ENFORCEMENT OF LICENSED PATENTS AND LICENSED KNOW-HOW

AND THIRD-PARTY INFRINGEMENT CLAIMS


 


Section 4.1                                   Notice
of Infringement or Third-Party Claims.  If (a) either Party believes that the Licensed IP is being infringed or misappropriated
by a third Person or (b) if a third Person alleges that Licensed IP is invalid or unenforceable, or claims that a Product, or its
use, development, manufacture, or sale, infringes that third Person’s intellectual property rights, the Party possessing that belief
or awareness of those claims shall promptly provide written notice to the other Party and provide it with all details of that infringement
or claim, as applicable, that are known by the notifying Party.


 



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Section 4.2                                   Right
to Bring Action.


 


(a)                                 Licensor
has the sole right and discretion to prevent or abate any actual or threatened misappropriation or infringement by a third Person relating
to the Licensed IP.  Licensor has the right to prosecute any such proceeding in Licensor’s own name.  If Licensor brings
any such proceeding, upon Licensor’s request Licensee shall provide all reasonable cooperation and assistance required to prosecute
such proceedings.


 


(b)                                 Licensor
shall bear its own costs and expenses in all such proceedings and have the right to control the conduct thereof and be represented by
counsel of its own choice therein.


 


Section 4.3                                   No
Obligation to Sue.  Licensor has no obligation to bring any suit, action, or other proceeding against any alleged infringer of
any Licensed IP.


 


Section 4.4                                   Recovery
and Settlement.  If Licensor undertakes the enforcement, (a) any recovery, damages, or settlement derived from that suit,
action, or other proceeding will be retained in its entirety by Licensor and (b) Licensor may settle any such suit, action, or other
proceeding, whether by consent order, settlement, or other voluntary final disposition, without the advance written approval of Licensee,
to the extent such settlement does not harm Licensee’s any use of Licensed IP granted hereunder.


 


Section 4.5                                   Third
Person Claims.  If any claim alleging invalidity of or infringement by any Licensed IP itself is made against Licensee from any
third Person, Licensor shall indemnify Licensee against any losses, damages and liabilities arising out of any such claim alleging invalidity
of or infringement by any Licensed IP itself made by that third Person against Licensee.  For the avoidance of doubt, the indemnification
undertaking in this provision does not apply to any claim alleging infringement by a Product or any other good or product developed, manufactured,
or marketed by Licensee.


 


ARTICLE V

CONFIDENTIALITY


 


Section 5.1                                   Confidentiality
of Agreement.  Neither Party shall disclose any terms of this Agreement except to its Affiliates and Representatives who have
a need to know the terms of this Agreement.


 


Section 5.2                                   Confidentiality
Obligations; Confidentiality.  Each Party agrees not to disclose the other Party’s Confidential Information without the
other Party’s advance written consent.  “Confidential Information” of a Party means all non-public or sensitive
or proprietary information about or of that Party, and in the case of Licensor, includes the Licensed Know-how.  Confidential Information
does not include information (a) that has become publicly known through no breach by either Party of its confidentiality obligations
hereunder, (b) that is independently and lawfully developed or obtained by a Party without access to the other Party’s Confidential
Information, (c) is or becomes available to a Party on a non-confidential basis from a third Person, on condition that that third
Person is not and was not prohibited from disclosing that information, or (d) that was known by or in the possession of a Party before
the disclosure of that information to that Party pursuant to this Agreement, on condition that, in the case of each of (a) through
(d), the Party seeking to disclose such information has the burden of demonstrating that it is not Confidential Information.  The
Party receiving Confidential Information shall (i) not use the other Party’s Confidential Information other than as strictly
necessary to exercise its rights and perform its obligations under this Agreement and (ii) maintain the other Party’s Confidential
Information in strict confidence and, subject to Section 5.3, not disclose the other Party’s Confidential Information
without the other Party’s advance written consent, except that the receiving Party may disclose the Confidential Information to
its Affiliates or its and their Representatives who have a need to know the Confidential Information for purposes of the receiving Party’s
performance, or exercise of its rights concerning the Confidential Information, on condition that the Party making such disclosure cause
its Affiliates and its and their Representatives that have received any Confidential Information of the other Party to comply with this
provision and that the disclosing Party be responsible for any act by such Affiliate or Representative that would constitute a breach
of this provision had the act been undertaken by the disclosing Party.


 



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Section 5.3                                   Mandatory
Disclosure.  A Party may disclose Confidential Information of the other Party if required pursuant to applicable law, regulation
or a valid order issued by a court or governmental agency of competent jurisdiction, on condition that the Party (a) first make commercially
reasonable efforts to provide the other Party (i) prompt written notice of such requirement so that the other Party may seek, at
its sole cost and expense, a protective order or other remedy, and (ii) reasonable assistance, at the other Party’s sole cost
and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure, and (b) disclose only
the portion of the Confidential Information that it is legally required to disclose.


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES


 


Section 6.1                                   Licensor’s
Representations and Warranties.


 


(a)                                 Licensor
represents and warrants to Licensee that (i) on the Closing Date, Licensor has the exclusive authority to grant the license contemplated
hereunder and enforce the Licensed IP, and (ii) if and when Licensor shall grant to Licensee a license in patents it may acquire
after the Closing Date, as required under this Agreement, Licensor will own legal title to such licensed patents on the date of such license
grant.


 


(b)                                 Licensor
represents and warrants that: as of the Closing Date, (i) Licensed IPs are owned exclusively by Licensor, (ii) are necessary
for manufacture, sale, and use of the Products and (iii) Licensor has valid legal title to or contractual rights in the Licensed
IP, as specified in Schedule 1.


 


Section 6.2                                   Disclaimer
of Licensor Representations and Warranties.  WITH THE EXCEPTION OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 8.1,
LICENSOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
CONCERNING THE VALIDITY, ENFORCEABILITY, AND SCOPE OF THE LICENSED PATENTS, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE,
OR LIKELIHOOD OF SUCCESS OF THE PRODUCTS, LICENSED KNOW-HOW, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


 


Section 6.3                                   EXCLUSION
OF CONSEQUENTIAL AND OTHER INDIRECT DAMAGES; LIMITATION ON DAMAGES.  TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT FOR DAMAGES
ARISING FROM LICENSOR’S INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, LICENSOR WILL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON
FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS, OR OPPORTUNITIES
(REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE,
OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE
(INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR LICENSOR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
PURPOSE.  UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE TO LICENSEE FOR DAMAGES IN EXCESS OF THE AMOUNT OF CONSIDERATION PAID IN
CONNECTION WITH THIS AGREEMENT AND THE PURCHASE AGREEMENT.


 


ARTICLE VII

TERM AND TERMINATION


 


Section 7.1                                   Term. 
This Agreement commences on the Effective Date and, unless terminated earlier in accordance with Section 7.3, will remain
in force until the tenth (10th) anniversary of the Effective Date.


 



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Section 7.2                                   Termination
of or Amendments to the Agreement.  If any Licensed Patents are transferred by Licensor or are determined to be invalid and such
transfers or invalidity have a material effect on the Licensed IP or Licensee’s ability to operate the Business, the Parties shall
discuss in good faith the effect of the transfers or invalidity on the Licensed IP and the appropriateness of steps going forward. 
If the Parties are not able to reach agreement despite good-faith discussions, Licensee may terminate this Agreement.  If any Licensed
IP is transferred by Licensor or are determined to be invalid (but otherwise the effect of such transfer or invalidity is not material),
both Parties shall discuss in good faith the appropriate amendment to the Agreement to address these circumstances.


 


Section 7.3                                   Termination
for Cause.  Each Party may terminate this Agreement immediately by giving written notice to the other Party if:


 


(b)                                 The
other Party materially breaches this Agreement and, if such breach is curable, fails to cure such breach within 15 Business Days of the
other Party’s written notice of such breach; or


 


(c)                                  The
other Party: (i) becomes insolvent or its liabilities exceeds its assets; (ii) becomes subject, voluntarily or involuntarily,
to any bankruptcy, civil rehabilitation, corporate reorganization, or other legal procedure for debt restructuring or work-out (out-of-court
procedure for its debts); or (iii) is dissolved or liquidated or takes any corporate action for such purpose; or


 


Section 7.4                                   Effect
of Termination.  Within 30 days after termination or expiration of this Agreement, Licensee shall immediately cease all
activities concerning, including all practice and use of, the Licensed IP.  Each Party shall, within five days after termination
or expiration: (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating,
or based on Confidential Information; (ii) permanently erase such Confidential Information from its computer systems; and (iii) certify
in writing to the other Party that it has complied with the requirements of this Section 7.4.


 


Section 7.5                                   Survival. 
Any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended
to survive termination or expiration of this Agreement, shall survive any such termination or expiration.


 


ARTICLE VIII

MISCELLANEOUS


 


Section 8.1                            Expenses. 
Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby will be paid by
the Party incurring such costs and expenses.


 


Section 8.2                            Further
Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Party shall, at the request of
the other Party, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions
as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.


 


Section 8.3                            Notices
All notices, requests, consents and other communications to be given, delivered or otherwise made hereunder to any party shall be deemed
to be sufficient if contained in a written instrument delivered in person, by overnight courier, by email, or duly sent by first class
registered or certified mail, postage prepaid, addressed to such party to the address set forth below or such other address as may hereafter
be designated in writing by either party by notice to the other:


 



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(a) If to the
Licensor, to:


 


Etheralabs LLC


 144 E 44th
St


 New York NY 10017


 Email: Zephyr@etheralabs.io


 


(b) If to Licensee,
to:


 


315 Montgomery Street


San Francisco, CA 94104


Attn: Carsten Falk, CEO


Email: cf@wikisoft.com


 


with a copy to The Doney Law Firm,
which will not constitute notice


4955 S. Durango Rd. Ste. 165


Las Vegas, NV 89113


Email: cott@doneylawfirm.com


 


All such notices and other communications shall
be deemed to have been received on the date of delivery.


 


Section 8.4                            Headings. 
The headings in this Agreement are for reference only and do not affect its interpretation.


 


Section 8.5                            Severability. 
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, that invalidity, illegality or unenforceability
will not affect any other term or provision of this Agreement or invalidate or render unenforceable that term or provision in any other
jurisdiction.  Upon determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate
in good faith to modify this Agreement so as to effect the Parties’ original intent as closely as possible in a mutually acceptable
manner so that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.


 


Section 8.6                            Entire
Agreement.  This Agreement and the Purchase Agreement constitute the sole and entire agreement of the Parties with respect to
the subject matter contained herein and supersede all prior and contemporaneous understandings, agreements, representations and warranties,
both written and oral, with respect to this subject matter.


 


Section 8.7                            Successors
and Assigns; Assignment.  This Agreement is binding upon and will inure to the benefit of the parties and their respective successors
and permitted assigns.  Neither Party shall assign its rights or obligations hereunder without the advance written consent of the
other Party, which consent must not be unreasonably withheld or delayed by either Party.  No assignment will relieve the assigning
Party of any of its obligations hereunder.


 


Section 8.8                            No
Third-party Beneficiaries.  This Agreement is for the sole benefit of the Parties (and their respective heirs, executors, administrators,
successors and assigns) and nothing herein, express or implied, is intended to or will confer upon any other Person, any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section 8.9                     Amendment
and Modification; Waiver.  This Agreement may be amended, modified or supplemented only by an agreement in writing signed by
each Party.  No waiver by either Party of any of the provisions hereof will be effective unless explicitly set forth in writing and
signed by that Party.  No waiver by either Party will be, or will be construed as, a waiver in respect of any failure, breach or
default not expressly identified by that written waiver, whether of a similar or different character, and whether occurring before or
after that waiver.  No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement
will be, or will be construed as, a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 



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Section 8.10                     Governing
Law; Forum. This Agreement shall be governed by New York law applicable to agreements made and to be fully performed in the State
of New York. The parties agree that any and all claims arising under this Agreement or relating thereto shall be heard and determined
exclusively in the United States District Court for the Southern District of New York or in the courts of the State of New York located
in the City and County of New York, and the parties agree to submit themselves to the personal jurisdiction of those courts and not to
raise any objection to venue being had in those courts. 


 


Section 8.11                     Specific
Performance.  The Parties agree that irreparable damage will occur if any provision of this Agreement is not performed in accordance
with its terms and that the Parties are entitled to specific performance of its terms, in addition to any other remedy to which they are
entitled at law or in equity.


 


Section 8.12                     Attorneys’
Fees.  If any action at law or in equity is necessary to enforce or interpret the terms of the Agreement, the prevailing Party
will be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which that
Party may be entitled.


 


Section 8.13                     Counterparts. 
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to
be one and the same agreement.  A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


IN WITNESS WHEREOF, the Parties execute this License
Agreement on the date stated in the introductory clause.


 


	 	Etheralabs LLC
	 	 
	 	 
	 	By:	/s/
    Bryan J. Feinberg
	 	Name:	Bryan J. Feinberg
	 	Title:	Sole Member


 


 


	 	Wikisoft Corp.
	 	 
	 	 
	 	By:	/s/
    Carsten Falk
	 	 	Name:	Carsten Falk
	 	 	Title:	CEO





 




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Schedule 1


 


Licensed IP


 


(i) Licensed Patents


 


None


 


(ii) Licensed Know-how


 


All intangible assets of Seller, including but
not limited to:


 


•Full unrestricted access to all Source
codes behind the Etheralabs LLC framework


•Ownership Rights on Etheralabs.io


•License to use and capitalize on the
Etheralabs name, likeness Platform and technology.


•System Automations,


•Back-end and Customer Relationship Management
(CRM)


•Including Source codes for Databases


•Syndication network including ACN newswire


•All electronic customer lists and accounts


 






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