Exhibit 10.10





 


EXECUTION COPY


July 22, 2022


  


IP ASSIGNMENT AGREEMENT


 


This
IP Assignment Agreement (the “Agreement”) is dated as of July 22, 2022 (the “Effective Date”), by and between
Gail Levy, and individual (“Levy”) and HyEdge IP Company., a Delaware corporation (“HyEdge”) (collectively referred
to herein as “Company”), one the one hand, and HFactor , a Georgia corporation (“Assignee”), on the other hand.
In consideration of the covenants and agreements contained herein and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto mutually agree as follows:


 


1. Defined Term. “Intellectual
Property” shall mean any of the following rights of the Company, in any jurisdiction, that arise out of or are related to the items
of intellectual property described on Schedule A and Schedule B, attached hereto: (a) patents and patent applications, (b) trademarks,
service marks, trade dress, corporate, trade, and business names and other indicia of origin whether registered or unregistered, and all
registrations and applications for the same and all associated goodwill, (c) all rights to enforce the aforementioned rights with respect
to past, present, and future infringements and misappropriations thereof, and any rights of renewal of all such rights as described in
this paragraph.


 


2. Assignment.


 


(a)              Except as set forth below in Section 2(b), the Company hereby irrevocably assigns, transfers, and conveys to Assignee all of Company’s
right, title, and interest in and to the Intellectual Property and all associated Assigned IP Rights Documents, as such term is defined
in Section 4 below (collectively, the “Assigned IP Rights”), which assignment shall include, but not be limited to those items
of intellectual property which are set forth on the attached schedules and referred to therein as Schedule A and Schedule B. This assignment
includes all claims, actions, rights, and demands arising from the Assigned IP Rights, including, without limitation, causes of action
to sue for past, current, or future infringement, dilution, misappropriation, or violation thereof and other enforcement rights, including,
without limitation, the right to collect and retain proceeds and damages. To the full extent permissible under applicable law.


 


(b)              Assignee agrees that it shall remit, transfer or otherwise pay to Levy 50% of any net revenue, net profit share, or net proceeds, including
but not limited to the net of interests, securities or assets it receives in connection with the use of, improvement of, monetization
of, license of, exploitation of or any action related to any Assigned IP Rights or improvements thereof) for uses, applications and purposes
excluding beverages and the business of beverages (“Non-Beverage IP Applications”), including, without limitation, any rights
to share in the profits from such future uses, future improvements, and futures applications thereof. By means of example, Assignee and
Levy shall contribute equally to the direct cost and expense of any and all development, exploitation, monetization of, and/or license
of the Non-Beverage IP Applications (except for any allocation of general overhead expenses) (the “Exploitation Costs”), and
Assignee shall have the right to withhold Levy’s 50% share of all Exploitation Costs, from first monies or other revenue received
in regards such Non-Beverage IP Applications. In the event Assignee proposes to enter into any Fundamental Transaction (as defined below)
it shall ensure that the obligations to Levy contained in this Section 2(b) are upheld and shall be binding on the acquiror or surviving
person (as the case may be) following the completion of the Fundamental Transaction. A “Fundamental Transaction is a transaction
(or series of transactions) with a person other than Levy (or an entity controlled by Levy) that is (a) a change of control of Assignee,
(b) the merger of Assignee with another person or persons, (c) a sale of all or substantially all of the Assignees Assets, (d) a sale
or other transfer of the Assigned IP Rights, or (e) any other transaction (or series of transactions) in which after the completion of
the transaction (or series of transactions) the holders of the equity securities of Assignee before the transaction (or series of transactions)
hold less than 75% of the equity securities of Assignee or other surviving person. Assignee agrees that it shall take no actions which
would frustrate the intent of this Section 2(b). Assignee agrees that it shall notify Levy of any transaction which would implicate this
Section 2(b) at least ten business days prior to entering into such transaction and in connection with such notice shall provide Levy
with copies of any proposed agreements and other documents effectuating such transaction.


 


(c)              In consideration of the Assigned IP Rights, Levy shall receive 715,000 shares of the Assignee’s common stock from the Assignee’s
Regulation A offering at $1.00 per share (“Common Stock”). In addition, (i) Levy shall enter into and shall abide by the Assignee’s
usual and customary leak-out agreement for similarly situated shareholders, in a form to be approved by the Assignee; and (ii) Levy shall
abide by and be subject to all of the rules and regulations of the SEC and all other stock exchanges on which the Assignee’s shares
may be bought or sold.


 


 


 


 






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3. Further Assurances.
Upon request by Assignee at any time, Company shall, and shall cause all of its employees and agents to, cooperate with Assignee and
execute all documents and instruments and do all other things deemed reasonably necessary or useful by Assignee in connection with the
assignment of the Assigned IP Rights.


 


4. Delivery of Assigned
IP Rights Documents. Company shall deliver to Assignee all documents, records, and files in the possession or control of Company or
its counsel or agents relating to the Assigned IP Rights, including, without limitation: (i) complete prosecution files and docketing
reports, including, without limitation, materials filed or prepared for the purpose of being filed with the United States Patent and Trademark
Office or similar authority in any other jurisdiction; (ii) all agreements in its possession relating to the Assigned IP Rights; (iii)
copies of laboratory notebooks, documents, records, and files relating to the conception or reduction to practice of the Assigned IP Rights;
(iv) copies of documents, records, and files relating to any marking activities or to the assertion, licensing, enforcement or defense
of the Assigned IP Rights; and (v) copies of any other materials or information in the possession or control of, or known to, Company,
its counsel, or its agents that is reasonably likely to be required to be produced in any litigation to enforce the Assigned IP Rights;
but with respect to all of the foregoing, specifically excluding any attorney-client or work-product privileged information.


 


5. Representation and Warranties.
Company represents and warrants to Assignee that: (1) Company has all necessary power and authority to execute and deliver this Agreement,
and perform Company’s obligations hereunder; (2) the execution, performance, and delivery of this Agreement by Company will not
conflict with or violate or result in any breach of, or constitute a default under, any contract, agreement or other obligation of Company;
(3) Company has not granted any license (whether exclusive or non-exclusive), covenant not to sue, or other right under the Assigned IP
Rights to any third party except for the Assignee; (4) Company is the sole and exclusive owner of the Intellectual Property set forth
on Schedule B (patents), free and clear of all liens and encumbrances; (5) to the knowledge of Company, no person has infringed, violated,
misappropriated, or diluted, or is infringing, violating, misappropriating, or diluting, any of the Assigned IP Rights; and (6) the agreements,
spreadsheets, tables, schedules and documents delivered by Company to third parties in furtherance of this Agreement and that certain
Memorandum of Understanding to be signed by the Assignee are true, correct and complete in all material terms, manners and ways.


 


6. Amendments. This
Agreement may only be amended, modified, or supplemented by a written agreement executed by an authorized representative of each party.
No party may assign this Agreement (whether by merger, sale of assets, sale of equity, operation of law, or otherwise) without the prior
written consent of the other parties.


 


SIGNATURE PAGE TO FOLLOW


 


 


 


 


 


 






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Signature Page to IP Assignment Agreement


 


IN WITNESS WHEREOF, Levy, HyEdge and Assignee execute
this Agreement as of the date first set forth above on the Effective Date.


 


	HYEDGE:		HYEDGE IP COMPANY, 
	 	 	a Delaware corporation
	 	 	 
	 	By:	______________________________
	 	 	Gail Levy, CEO
	 	 	 
	 	 	 
	LEVY:	 	______________________________
	 	 	Gail Levy, an individual
	 	 	 
	 	 	 
	ASSIGNEE:	 	HFACTOR, INC.,
	 	 	a Georgia corporation
	 	 	 
	 	By:	______________________________
	 	 	______________________, President
	 	 	 
	 	 	 






 








 





 


 


 


 


 


 


 


 


 


 


 






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SCHEDULE A TO


IP ASSIGNMENT AGREEMENT


 


Trademarks 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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SCHEDULE B TO


IP ASSIGNMENT AGREEMENT


 


Patents


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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