Exhibit 10.2


 


LICENSE AGREEMENT


 


 


This LICENSE
AGREEMENT (this “Agreement”) is made as of 30th day of January 2017 between FRESHTEC,
INC, a Delaware Corporation (“FreshTec")
and Robert McGuire, an individual (McGuire).


 


WHEREAS FreshTec holds certain Patents, as
described herein, related to modified atmosphere packaging, as described herein;


 


WHEREAS McGuire wishes to enter into an agreement
with FreshTec whereby FreshTec will grant to McGuire exclusive rights to utilize these patents, and all other technologies, techniques
and/or products developed by FreshTec in the future, specifically relating to cannabis packaging and/or any product containing
cannabis relative to the Market Territory, as described herein, on the terms and conditions contained herein;


 


WHEREAS McGuire intends to form a corporate
entity to engage in the business of cannabis packaging;


 


NOW THEREFORE in consideration of the mutual
covenants contained in this Agreement, the parties agree as follows:


 


1. DEFINITIONS 


 


1.01
Definitions.
As used
in this
Agreement,
the
following
words
and
phrases
shall
have
the following
meanings:


 


(a)
“Agreement”
has the
meaning
set forth
in the
recitals.


 


(b)
“McGuire”
has
the meaning
set forth
in the
recitals.


 


(c)
“FreshTec”
has
the meaning
set forth
in the
recitals.


 


(d) “Manufacturing
Territory” shall mean the United States only, not including overseas dependencies. Other manufacturing locations shall be
decided on a case-by-case basis by the Parties.


 


(e) “Market
Territory” shall mean the entire world.


 


(f)
“Term”
has
the
meaning
set
forth
in Section
3.


 


(g)
“Infringement
Claim”
has the
meaning
set
forth
in Section
8.


 


(h)
“Patent(s)”
means all
patents and patent
applications, U.S.
and foreign
patents to be




    	 



    	 



    

issued
pursuant thereto,
and all divisions,
continuations, reissues,
substitutes,
and extensions thereof
owned or
licensed
to FreshTec
in connection
with modified
atmosphere
packaging
or active packaging materials or
systems, related to or unrelated to cannabis and any cannabis containing items. It is specifically noted relative to this
Agreement and Section 1.01(f), that Patent(s) does not refer to any other market not outlined in that section. At the present time
FreshTec, Inc. has a license for the following patents as they relate to cannabis:


 


United States Patents


MAP Patent USPTO #6,880,748


MAP Patent USPTO #7,597,240


MAP Patent USPTO #9,527,648


Divisional Application Pending #13/986,851


 


European Union Patents


MAP Patent Euro. Pat. Off. #1615827


Divisional App. Euro. Pat. Off. #09-014 278.7 (Patent No. 2157025)


MAP Patent Euro. Pat. Off. # 2563674 (Treatment of Modified Atmosphere
Packaging)


 


Japan


Japan #4446031


Japan Patent Pending #2015/506239


 


Mexico


Mexico Patent # 257572


Mexico Patent App. # 2012-012193 (allowed: Treatment of Modified
Atmosphere Packaging)


Mexico Patent Pending # 2016/002845


 


South Africa


South Africa Patent #2005/07478


South Africa Patent App. No. 2012-08642 (allowed: Treatment of Modified
Atmosphere Packaging)


 


Chile


Chile Patent #2128-2005


Chile Patent # 2943-2012


 


Canada


Canada Patent #2519533


Canada Pending #2801245


 


 


(i)    
“Term”
means
the term
of this
Agreement
as provided
in Section
3 including
any renewal
provided
thereunder;


 


 




    	 



    	 



    

 


2. GRANT 


 


2.1 FreshTec hereby appoints McGuire the exclusive
licensee of the Patents for use relative to the development and manufacture of any and all products to be marketed or used for
packaging or transport of cannabis or cannabis containing items in the Market Territory. Any and all products sold pursuant to
this Agreement shall be manufactured only in the Manufacturing Territory. This Grant shall inure to the benefit of the corporate
entity to be formed by McGuire.


 


3.
TERM 


 


3.1 Term.
This
Agreement
shall
become
effective
upon
its
execution
by both
parties
hereto
and,
unless
terminated
earlier
in accordance
with
the provisions
of this
Agreement,
shall
remain
in effect
for
the life of the Patents.


 


4. CONSIDERATION 


 


4.1 Upon execution of this Agreement, FreshTec
will be granted a 30% share of the corporate entity to be formed by McGuire to utilize this license.


 


5. REPRESENTATION AND WARRANTIES OF THE
PARTIES


 


5.1 FreshTec’s Representations:


 


(a)
The
recitals
to this
Agreement
are true
and
correct;


 


(b)
FreshTec
has
the
right
to grant
to McGuire
the
exclusive
rights
with
respect
to the
Patents
as set
forth
herein;


 


(c)
FreshTec
has
not
granted
to any
other
person,
other
than
McGuire, any
license
or other
rights relative to the Patents as they
pertain to cannabis; and,


 


(d)
To the best
of FreshTec's
knowledge,
none
of the
Patents infringe
the patents
of any third
party.


 


6. TERMINATION


 


6.1 Right to Terminate.
In addition
to the rights
to terminate this
Agreement set
forth elsewhere
in this
Agreement,
each of
McGuire and FreshTec
shall have
the right
to terminate this Agreement
upon the occurrence
of any of the
following events,
such termination to be effective
immediately upon the receipt
or deemed receipt
by the other party of notice
to that effect:


 


(a)
the other party
defaults
in performing
any term
or condition of
this Agreement
and remains
in default for a period
of thirty
(30) days
after written notice thereof;
or




    	 



    	 



    

 


(b)
the other
party
winds-up,
dissolves,
liquidates
or takes
steps
to do
so or
otherwise
ceases to
function
or is
prevented
from
reasonably
performing its
duties
hereunder.


 


6.2 Expiration. Unless
terminated
earlier
pursuant
to the
terms
of this
Agreement,
this
Agreement
shall
terminate
when
the
last
claim
of any
Patent
expires,
including
any Patent
that
is filed
after
the date
of this
Agreement.


 


6.3 Bankruptcy. FreshTec
and McGuire acknowledge
that this
Agreement
is an “executory
contract” as
provided in Section
365(n) of Title
11, United States
Bankruptcy
Code (the “Bankruptcy
Code”). FreshTec
acknowledges
that if FreshTec
as a debtor in possession
or a trustee in bankruptcy
in a case under the Bankruptcy
Code rejects
this Agreement,
McGuire may elect
to retain his rights under this Agreement
as provided in Section 365(n) of the Bankruptcy
Code, including
a right
to any embodiments
of any technology
licensed
hereunder to the fullest extent permitted
by law.
FreshTec or such bankruptcy
trustee shall not interfere
with the rights of McGuire
as provided in this Agreement, except
as otherwise
permitted by law or equity.


 


6.4 Effect of Termination. Upon
termination
of this
Agreement
for
any reason
whatsoever:


 


(a)
McGuire shall
return
to FreshTec
all informational
or technical
material
given
to McGuire
by FreshTec;


 


(b)
McGuire shall
refrain
from
holding
itself
out
as a
licensee of
the Patents.


 


7. INTELLECTUAL PROPERTY AND INFRINGEMENTS


 


7.1 New Patents.
FreshTec
shall inform McGuire about the extent
to which the terms of the Agreement are protected
by any
newly issued
patents, domestic
or foreign,
as defined
by the Patents.


 


7.2 Notice of Infringement. McGuire shall:


 


(a)
notify
FreshTec
promptly
of any
suspected
infringement
of the
Patent
or passing-off
of any products
or any
pending
or threatened
litigation
or other
proceeding
concerning
the Patents
which
may come
to its attention;
and


 


(b)
co-operate
with FreshTec
in proceeding
against
such infringers,
to the extent
requested by
FreshTec
and at FreshTec’s
expense.


 


7.3 No Challenge. McGuire
acknowledges
that FreshTec
is the exclusive
licensee
of the Patents and
will do nothing
at any
time, during
or after
the term of this Agreement,
which could adversely affect
the validity or enforceability
of the Patents.


 


7.4 Improvements. In
connection
with
the
use
of the
Patents,
the
parties
agree
that to
the




    	 



    	 



    

extent
that there
are
any
improvements
to the
Patents,
whether
or not
patentable,
by McGuire,
or McGuire’s sub-licensees.
or FreshTec
during
the
Term
of this
Agreement,
such
improvements
shall
be the
property
of FreshTec
and that McGuire or McGuire’s sub-licensees
shall have full rights to such improvements under the same terms outlined in the Agreement.
McGuire and
Sub-licensees
hereby
assign
any and
all
rights to
such
improvements
to FreshTec
and shall execute
any documents
deemed necessary
by FreshTec
to reflect
such
assignments.


 


7.5 Indemnification
by FreshTec.
FreshTec
shall
indemnify
McGuire and
hold
him harmless
from any
and
all claims,
losses,
deficiencies,
damages,
liabilities,
costs,
and
expenses
(including
but not
limited
to reasonable
attorney
fees
and all
related
costs and
expenses)
incurred
by McGuire
as a result
of any
claim,
judgment,
or adjudication
against
McGuire in
which
it is
alleged
that
any product infringes
on the Patent, trade
secret,
or any other
intellectual
property
right
of any third
party
(an “Infringement
Claim”),
provided
that
McGuire (a)
promptly
notifies
FreshTec
in writing
of any
such
claim
and gives
FreshTec
the opportunity
to defend
or settle
any such
claim
at FreshTec's
expense
and (b)
cooperates
with FreshTec,
at FreshTec's
expense,
in defending
or settling
such
claim.
In the
event
of any
judgment,
adjudication
or settlement
that impairs
McGuire’s ability
to use,
sell,
market,
or distribute
as set
forth
in this
Agreement,
McGuire shall have the right to terminate this Agreement
upon thirty (30) days notice to FreshTec. The indemnification
provisions of this Section shall survive termination or expiration of this Agreement
but only with respect
to Infringement
Claims that arose from acts or circumstances
which occurred prior to termination
or expiration.


 


7.6 Indemnification
by McGuire.
McGuire shall
indemnify
FreshTec
and
hold it
harmless
from any
and all
claims,
losses,
deficiencies,
damages,
liabilities,
costs,
and
expenses
(including
but not
limited
to reasonable
attorney fees and all related costs and expenses) incurred by FreshTec as a result of any claim, judgment, or adjudication against
FreshTec in which it is alleged that any product, or other marketed or sold component of a product, infringes any patent, trade
secret, or any other intellectual property right of any third party (an “Infringement Claim”) as a direct result
of the
negligence
or willful
misconduct
of McGuire
and
not as
a direct
result
of the negligence
or willful
misconduct
of FreshTec,
provided
that FreshTec
(a) promptly
notifies
McGuire in writing
of any such
claim and
gives
McGuire the
opportunity
to defend
or settle
any such
claim at
McGuire's expense
and (b)
cooperates
with
McGuire, at McGuire's
expense,
in defending
or settling
such claim.
The indemnification provisions of
this Section shall
survive termination or expiration
of this Agreement
but only with respect
to Infringement
Claims that arose from acts or circumstances
which occurred
prior to termination or expiration.


 


8. INDEPENDENT CONTRACTOR


 


8.1 This
Agreement
does
not
and
shall
not
be construed
to create
any partnership
or agency
whatsoever
as between
FreshTec
and McGuire,
and
neither
party
shall,
by reason
of any
provision
herein
contained,
be deemed
to be the
partner,
agent
or legal
representative
of the
other
nor to have
the
ability,
right
or authority
to assume
or create,
in writing
or




    	 



    	 



    

otherwise,
any
obligation
of any
kind,
express
or
implied,
in
the
name
of
or
on
behalf
of
the
other.
McGuire shall
at
all
times
be
an independent
contractor.


 


9. DISPUTE RESOLUTION


 


9.1
Governing
Law
and
Venue.
All
disputes
under
this
Agreement
shall
be governed
by and
construed
in accordance
with
the laws
of the
State
of
California,
without
giving
effect
to the
conflict
of laws
provisions
thereof.
The venue
for
any and
all disputes
shall
be Sacramento
County,
California.


 


9.2
Injunctive
Relief.
In the
event
of any
controversy
or claim
arising
out of
or related
to the
provisions
concerning
the use
and protection
of confidential
information
in Section
11 or
the
breach thereof,
the
parties
agree
that the
party
whose
confidential
information
is at issue
may suffer
irreparable
harm which
may not
be adequately
compensated
by monetary
damages.
Accordingly,
the
parties
agree
that in
the
event
of such
breach
or threatened
breach,
the non-breaching
party
shall
be entitled
to injunctive
or other
preliminary
or equitable
relief,
in addition
to such
other
remedies
as maybe
available
for
such breach
or threatened
breach,
including
damages.


 


9.3
Mediation.
In the
event
of any
controversy
or claim
arising
out
of or
related
to the
provisions
of this
Agreement
other
than those
set forth
in Section
11, the
parties
agree
first
to try
in good
faith
to settle
the dispute
by non-binding
mediation
administered
by the American
Arbitration
Association
under
its
Commercial
Mediation
Rules.
Mediation
fees,
if any,
shall
be divided
equally
among
the parties
involved.
If, for
any
dispute
for which
this subsection
applies,
any party
commences
an action
without
first
attempting
to resolve
the matter
through
mediation,
or refuses
to mediate
after
a request
has been
made, then
that
party shall
not be entitled
to recover
attorney
fees, even
if they
would
otherwise
be available
to that
party in any
such
action.
In the
event
that the parties
are unable
to resolve
any claim,
dispute,
or controversy
through
mediation
within
ninety (90)
days of
the demand
for mediation,
then such
claim,
dispute,
or controversy
may be
brought
before
a court
of competent
jurisdiction
in Sacramento
County, California.
The
parties
hereby
consent
to venue
and personal
jurisdiction
in the
courts
of Sacramento, California.
Except as
set forth
in this
subsection,
the prevailing
party shall
be entitled
to recover
its costs,
including
attorneys’
fees, in
connection
with
such
action.


 


10. GENERAL PROVISIONS


 


10.1
Entire
Agreement
& Modifications.
This
Agreement
constitutes
the
entire
agreement
between
the
parties
with respect
to all
matters
herein
contained,
and
its
execution
has
not
been
induced
by, nor
do any
of the parties
hereto
rely upon
or regard
as material,
any representations
or writings
whatsoever
not incorporated
herein
and made
a part hereof.
This
Agreement
shall
not be amended,
altered
or qualified
except
by an
instrument
in writing,
signed
by all
the
parties
hereto
and any amendments,
alterations
or qualifications
hereof shall
not be
binding
upon
or affect
the
rights
of any
party who has
not given
its consent
in writing.
It is agreed
and understood
between
the parties
that this
Agreement
is in addition
to and
not in
substitution
for any
other agreements
between
the




    	 



    	 



    

parties
and
all
such other
agreements
shall
remain
in full
force and
effect.


 


10.2
Headings.
The
division
of this
Agreement
into
articles
and sections
is for
convenience
of reference
only
and
shall
not
affect
the interpretation
or construction
of this
Agreement.


 


10.3
Severability.
In the
event
that
any of
the
covenants
herein
contained
shall
be held
unenforceable
or declared
invalid
for
any reason
whatsoever,
such
unenforceability
or invalidity
shall
not
affect
the enforceability
or validity
of the
remaining
provisions
of this
Agreement
and such
unenforceable
or invalid
portion
shall
be severable
from
the
remainder
of this
Agreement.


 


10.4
Force
Majeure.
Neither party
shall be in
default hereof
by reason
of its
delay in
the performance
of or failure to perform any
of its obligations
hereunder, if such
delay is caused by strikes, acts
of God or the public
enemy, riots, incendiaries,
interference by
civil or military authorities, compliance
with governmental
laws, rules, and regulations, including
those relating to exchange
restrictions or
security, delays
in transit
or delivery, inability
to secure
necessary
governmental priorities for material,
or any failure
beyond its
control, or without its fault or negligence.


 


10.5
Notices.
All notices,
requests,
demands
or communications
made
pursuant
to the
terms
hereof
or required
or permitted
to be
given
by one
party
to another
shall
be given
in writing
by personal
delivery
or by registered
mail,
postage
prepaid,
addressed
to such
other
party
or delivered
to such
other
party at the party’s known address
with copies to know e-mail addresses.


 


10.6
Time
of the
Essence.
Time
shall
be of
the
essence.


 


10.7
Further
Assurances.
The parties
agree
to sign
such
other
instruments,
do and
perform
and cause
to be
done and
performed
such further
and
other
acts
and things
as may
be necessary
in order
to give
full
effect
to this
Agreement.


 


10.8
Successors
and
Assigns.
This
Agreement
shall
inure
to the
benefit
of and
be binding
upon the
parties
hereto
and
their
respective
successors
and
assigns.


 


10.9
Non-Waiver.
No waiver
by any
party
of any
breach
by any
other
party
of any
of its
covenants,
obligations
and agreements
hereunder
shall
be a
waiver
of any
subsequent
breach
of any
other covenant,
obligation
or agreement,
nor
shall
any forbearance
to seek
a remedy
for any breach
be a waiver
of any rights
and remedies
with
respect
to such
or any
subsequent
breach.


 


10.10
Unenforceability.
If any
term or
provision contained
in this Agreement shall
be held by any
court of
competent jurisdiction
to be unenforceable, illegal,
void or contrary
to public policy,
such term or provision shall be of no force
or effect and this Agreement
shall nevertheless be binding and effective
as to the other terms
and provisions hereof.




    	 



    	 



    

 


10.11
Drafting.
This agreement
shall be
deemed to
have been
drafted
by all
the parties
hereto, and
each party
has had
the opportunity to review
this Agreement
and no ambiguity shall be resolved
against any party
by virtue of its participation
in the drafting of this agreement.


 


(the remaining portion of this page is blank.
Signature page(s) follow)




    	 



    	 



    

 


 


IN
WITNESS
WHEREOF
the
parties
have
duly
executed
this
Agreement
as of
the
date
and
year
first
above
written.


 


 


By FreshTec:


 


X____/s/ Adrian Bray_______________________


 


_____ Adrian Bray_________________________


 


 


By McGuire:


 


X____/s/ Robert McGuire___________________


 


_____ Robert McGuire__________________________________


 


 


 


 








    

    

    

 





LICENSE
ASSIGNMENT AND CONSENT AGREEMENT


 


THIS
LICENSE ASSIGNMENT AND CONSENT AGREEMENT (this 


“Agreement”),
is entered into as of May 17, 2017, by and among ROBERT MCGUIRE, an individual residing in California, (“McGuire”),
EPIC EVENTS CORP., a Wyoming corporation (“Epic”), and FRESHTEC, INC., a Delaware corporation (“FreshTec”).


 


WHEREAS, FreshTec
and McGuire are parties to that certain License Agreement dated January 30, 2017 with respect to certain patents owned by FreshTech
and licensed to McGuire thereunder (the “Original License”);


 


WHEREAS, Epic
wishes McGuire to assign, and Epic wishes to assume, all rights, duties and obligations of McGuire under the Original License with
respect to the patent and all other technologies, techniques and/or any product containing cannabis relative to the Market Territory
and on the terms and conditions as described in said Original License, and FreshTec wishes to consent to such assignment; and


 


NOW, THEREFORE,
in consideration of the foregoing, the covenants and agreements contained in this Agreement and the Original License, and other
good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, FreshTec, McGuire, and Epic hereby
agree as follows:


 


1.           
Defined Terms. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall
have the meanings given to such terms in the Original License.


 


2.           
Consent. FreshTec hereby consents to the transfer and assignment from McGuire to Epic, and assumption
by Epic from McGuire, effective immediately, of all rights, duties, and obligations under the Original License with respect to
the patent and all other technologies, techniques and/or any product containing cannabis relative to the Market Territory and on
the terms and conditions as described in said Original License as contemplated by this Agreement. Effective upon the execution
of this Agreement, all the rights, duties, and obligations assigned hereunder, shall be enforceable by and between Epic and FreshTec
with respect to such rights, duties, and obligations.


 


3.           
License Assignment. Subject to the terms and conditions of this Agreement, McGuire hereby transfers and
assigns to Epic all rights, duties, and obligations of McGuire under the Original License with respect to the patent and all other
technologies, techniques and/or any product containing cannabis relative to the Market Territory and on the terms and conditions
as described in said Original License (the “Assigned Partial License”), and Epic agrees to assume such duties
and obligations thereunder and be bound to the terms of the Original License with respect thereto. This




    	 



    	 



    

Agreement and the rights, duties, and
obligations under the Original License assigned and transferred hereunder shall serve as the agreement between Epic and FreshTec
with respect thereto. Accordingly, Epic and FreshTec agree that, upon such assignment, transfer, and assumption, each of Epic and
FreshTec shall be entitled to enforce the applicable terms of the Original License against the other under this Agreement, provided
that (i) the termination of McGuire’s remaining rights under the Original License shall not have any effect on the rights,
duties, and obligations assigned to Epic hereunder and (ii) without limiting any remedies FreshTecC may have against McGuire, FreshTec
shall not be entitled to limit or terminate the rights assigned to Epic hereunder based on any default or breach by McGuire of
the Original License occurring prior to the execution of this Agreement.


 


4.           
Consideration. As consideration for FreshTec to assign the license from McGuire to Epic, Epic shall issue
to FreshTec Eleven Million Six Hundred Fifty Thousand Three Hundred Forty-Seven (11,650,347) newly issued shares of common stock
of Epic, par value $0.01 per share which constitutes 26.885% of all shares of the Company that are issued and outstanding.


 


5.           
Release. Effective immediately, FreshTec, on behalf of itself and its affiliates, successors and assigns
hereby forever releases, acquits and discharges McGuire and his respective affiliates, shareholders, officers, directors, agents,
trustees, beneficiaries, employees, successors and assigns, which shall not in any event be construed as to include Epic (the ”Released
Parties”), of and from any and all claims, acts, damages, demands, rights of action and causes of action, of any nature
whatsoever, which FreshTec and/or its affiliates, successors and assigns in the future may have with respect to matters occurring
from and after this date, against the Released Parties arising from or in connection with the license or any of the transactions
or matters contemplated thereby.


 


6.           
Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State
of Wyoming excluding any choice of law rules which may direct the application of the law of another state.


 


7.           
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original but all of which together shall constitute a single instrument.


 


[The
remainder of this page intentionally left blank.]


 


 


 




    	 



    	 



    

IN WITNESS WHEREOF,
the parties hereto have executed, or caused to be executed, this License Assignment and Consent Agreement as of the date first
above written.


 


MCGUIRE


 


 


/s/Robert McGuire_____________________


Robert McGuire


 


 


EPIC


 


EPIC EVENTS CORP.


 


 


By:
_/s/Robert McGuire________________


Robert McGuire, President


 


 


FRESHTEC


 


FRESHTEC, INC.


 


 


By: /s/ Adrian
Bray___________________


A.
A. Bray, President