Atmofizer Technologies Inc. — Legal Proceedings Report 2021

Nov 16, 2021

INTELLECTUAL PROPERTY LICENSE AGREEMENT

THIS LICENSE AGREEMENT is made this 17th day of May, 2021 (the “ Effective Date ”), by and between:

Windplussonne GmbH, a German corporation with limited liability with its principal address at Granau, Germany (hereinafter “ Owner ”)

-and-

Vaxxinator Coating BV, a Netherlands corporation with limited liability with its principal address at Enschede, Netherlands (hereinafter “ Licensee ”)

RECITALS

WHEREAS Owner is the owner of the Licensed Technology (as defined below);

AND WHEREAS Owner is willing to grant and Licensee wishes to obtain the grant of an exclusive license to the Licensed Technology in the Field (as defined below), subject to the terms and conditions set forth in this Agreement;

AND WHEREAS Licensee will be concurrently granting an exclusive sublicense to the Licensed Technology in the Field to Vaxxinator Enterprises, Inc., a British Columbia corporation with its principal address at Vancouver, British Columbia, Canada (hereinafter “ Permitted Sublicensee ”) through the Intellectual Property License Agreement signed on Effective Date (“ Intellectual Property Sublicense Agreement ”) attached as Schedule “C”.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:

1. Definitions

1.1 “Affiliate ” means any corporation, company, partnership, joint venture and/or firm which Controls, is Controlled by, or is under common Control with a specified Person or entity.

1.2 “ Agreement ” means the herein Intellectual Property License Agreement, including the Schedules hereto and as any of them may from time to time be supplemented or amended.

1.3 “ Business Day ” means any day which is not a Saturday, a Sunday or a day observed as a statutory or civic holiday under the laws of the Federal Republic of Germany.

1.4 “ Confidential Information ” means all trade secrets and other proprietary materials, know-how or other information (whether or not patentable) regarding a Party’s technology, products, business information or objectives, including confidential information in the Licensed Technology, which is designated as confidential in writing by the disclosing Party, whether by letter or by the use of an appropriate stamp or legend, prior to or at the time any such trade secrets and other proprietary material, know-how or other information is disclosed by the disclosing Party to the receiving Party. Notwithstanding the foregoing, trade secrets and other proprietary materials, know-how or other information which is orally, electronically or visually disclosed by the disclosing Party, or is disclosed in writing without an appropriate letter, stamp or legend, shall constitute Confidential Information of this disclosing Party: (i) if the disclosing Party, within thirty (30) days after such disclosure, delivers to the receiving Party a written document describing the trade secrets and other proprietary materials, know-how or other information, designating the same as confidential, and referencing the place and date of such oral, visual, electronic or written disclosure and the names of the persons to whom such disclosure was made, or (ii) such information is of the type that is customarily considered to be confidential information by persons engaged in activities that are substantially similar to the activities being engaged in by the Parties. Confidential information does not include information (a) that is required by law, order or regulation of a governmental agency or a court of competent jurisdiction, provided that the receiving party shall provide reasonable advance written notice thereof to the disclosing party and provide the disclosing party with an opportunity to object and prevent such disclosure; (b) that was in the public domain prior to its receipt under this Agreement, or thereafter becomes part of the public domain through no fault of the receiving party; (c) where the receiving party can show credible written evidence that it was in its possession at the time of the receipt without an obligation of confidentiality; (d) information received by the receiving party from a Third Party that is not under an obligation to maintain the information in confidence; or (e) after disclosure, is received by the receiving party from a Third Party, unless the receiving party knows or could anticipate that such party was not entitled to receive and/or transfer the information concerned.

• 1.5 “ Control ” or “ Controlled ” means:

• (a) in the case of corporate entities, direct or indirect ownership of at least 50% of the stock, shares or other securities having the right to vote for the election of directors; and

• (b) in the case of non-corporate entities, direct or indirect ownership of at least 50% of the equity interest with the power to direct the management and policies of such non-corporate entities.

1.6 “Covering ”, “ Cover ”, or “ Covered ” means, with respect to a Patent Right, that, but for a license granted to a Party under a Valid Claim included in such Patent Right, the practice by such Party of an invention claimed in such Patent Right would infringe such Valid Claim or in the case of a Patent Right that is a patent application, would infringe a Valid Claim in such patent application if it were to issue as a patent.

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• 1.7 “ Effective Date ” has the meaning given at the beginning of this Agreement.

• 1.8 “ Field ” means:

• (a) air and water purification technology capable of removing viruses, bacteria, ultrafine particles including mold and spores through aggregation; and

• (b) thin coating with virucidal and bactericidal materials for use in combatting viruses and bacteria on surfaces.

1.9 “ Improvements ” means any discovery, improvement, technology, know-how, data or invention (in each case, whether or not patentable) that is directly related to Licensed Technology and the Licensed Product that is conceived, made or put into practice after the Effective Date.

1.10 “ Invention ” means the proprietary technology or technologies which are described or disclosed in the Patent Rights.

1.11 “Know-How ” means the general and specific knowledge, experience and information, whether or not in written or printed form, applicable to the design, manufacture, production, performance, use, service or sale of the Inventions, that was in the possession or knowledge of Owner on the Effective Date.

1.12 “ Licensee Customer ” means a Third Party that purchases a Licensed Product from Permitted Sublicensee for use in the Field.

1.13 “ Licensed Technology ” means the Patent Rights, the Know-How and the Technical Information and does not include “Transferred Intellectual Property Assets” assigned from Owner to Permitted Sublicensee pursuant to the Intellectual Property agreements listed in Schedule “B” and as defined therein.

1.14 “Licensed Product” means any device or product, including the use of any device or product, and any process that (i) is Covered by any of the Patent Rights, whether as a single unit or bundled or combined with another device or product, and, in the event that the device is bundled or combined with any other device or product, the bundled or combined product shall constitute the Licensed Product; or (ii) includes Know-How or Technical Information.

1.15 “ Licensed Rights ” means the licensed rights granted by Owner to Licensee set out in Section 3.1.

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• 1.16 “ Parties ” means Owner and Licensee collectively, and “Party” means either of them.

1.17 “ Patent Rights ” means the Patent Rights set out in Schedule “A” and includes all patent applications that may be filed before or after the Effective Date by Owner claiming the same subject matter and claiming priority from the any of the Patent Rights set out in Schedule “A”, including national and regional patent applications filed under the Patent Cooperation Treaty and all re-examinations, continuations, continuations-in-part and divisionals, and any patents which may issue there from, including all reissues, renewals and extensions thereof.

• 1.18 “ Permitted Sublicensee ” has the meaning set forth in the preamble.

• 1.19 “ Permitted Use ” has the meaning set forth in Section 11.

1.20 “ Person ” means an individual, a partnership, a corporation, a limited or unlimited liability company, a trust, an unincorporated organization, a union, a government or any department or agency thereof and the heirs, executors, administrators or other legal representatives of an individual.

• 1.21 “ Recitals ” means the Recitals to this Agreement.

1.22 “ Technical Information ” means any and all documents in whatever form, including but not limited to writings, computer disks, computer tapes, and electronic records, containing design and technical information, engineering or production data, drawings, plans, specifications, techniques, methods, processes, trade secrets, reports, models, market research data, and any and all other material or matter used by or in possession or control of Owner on the Effective Date and applicable to the design, manufacture, production, use, service or sale of any Invention, or that is otherwise related to any Invention, including any copyright related thereto.

• 1.23 “ Term ” has the meaning set forth in Section 7.

• 1.24 “Territory” means the world.

• 1.25 “ Third Party ” means any Person other than Owner, Licensee, or Permitted Sublicensee.

1.26 “ Valid Claim ” means a claim (i) of any issued, unexpired patent which has not been revoked or held unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction from which no appeal can be taken, or with respect to which an appeal is not taken within the time allowed for appeal, and which has not been disclaimed, denied or

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admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (ii) of any patent application which shall neither have been cancelled, withdrawn or abandoned.

2. Interpretation

2.1 headings in this Agreement are solely for the convenience of reference and shall not be used for purposes of interpreting or construing the provisions hereof;

2.2 all references in this Agreement to a designated “Article”, “Section”, “Subsection” or other subdivision or to a Schedule is to the designated Article, Section, Subsection or other subdivision of, or Schedule to, this Agreement;

2.3 the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision or Schedule;

2.4 the word “including”, when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather is to be construed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;

2.5 all references to currency are deemed to mean US dollars or Euros (€), as the case may be;

2.6 any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulations;

2.7 any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;

2.8 words imparting the masculine gender include the feminine or neuter gender and words in the singular include the plural and vice versa; and

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2.9 any action to be taken pursuant to this Agreement on a day which is not a Business Day shall be taken on the next succeeding Business Day.

3. Exclusive License Grant

3.1 Owner hereby grants to Licensee an exclusive, irrevocable (during the Term), royaltyfree license, with the right to grant an exclusive sublicense to Permitted Sublicensee to use the Licensed Technology to make, have made, import and sell the Licensed Product within the Field and within the Territory for the Term.

3.2 The Parties agree that Permitted Sublicensee shall at all times during the Term from and after the Effective Date have the exclusive rights granted to it under the Intellectual Property Sublicense Agreement and the Parties shall not at any time, directly or indirectly, itself or through any other Person, including, without limitation, through the grant of any rights to any other Person, engage in any activity of any kind whatsoever to use the Licensed Technology to make, import and sell the Licensed Product within the Field and within the Territory for the Term.

3.3 The Parties acknowledge and agree that Permitted Sublicensee has the sole right to negotiate and grant sublicenses of the Licensed Rights to any Affiliate of Permitted Sublicensee or any Third Party, without the prior written consent of the Parties.

3.4 The Parties agree that all Improvements in the Field made by Owner or Licensee shall be owned by Owner or Licensee, as the case may be, and immediately disclosed to Permitted Sublicensee and automatically included in the License granted in Section 3.1 with no additional consideration.

4. Financial Terms

4.1 In consideration of the grant of rights set out in Sections 3.1 of this Agreement, Licensee shall pay to Owner cash in the aggregate amount of €25,000.00 to be paid on June 17, 2021.

5. Technology Transfer

5.1 At the commencement of the Term, and at no additional cost to Licensee, Owner will deliver to Licensee or Permitted Sublicensee in English all manufacturing processes, techniques, Know-How and Technical Information required to permit the development, manufacture, use and sale of the Licensed Product (either through access to documents or Licensor personnel, or both) that is necessary to exploit the exclusive license granted under this Agreement.

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6. Intellectual Property Ownership and Protection

• 6.1 Prosecution and Maintenance of Patent Rights

• (a) Owner shall be responsible for preparing, filing, prosecuting, obtaining and maintaining, at its cost and discretion, and acting through patent attorneys or agents agreed upon between Owner and Permitted Sublicensee, all Patent Rights in the Territory.

• (b) Licensee agrees that it and its Affiliates will not at any time during or after the Term directly or indirectly challenge, or assist any Person in challenging, any of the Patent Rights.

• 6.2 Enforcement of Patent Rights

• (a) The Parties agree that the enforcement of the Patent Rights in the Field and in the Territory are subject to the provisions set out in the Intellectual Property Sublicense Agreement.

7. Term and Termination

7.1 The term of this Agreeement shall commence on the Effective Date and continue for a period of ninety nine (99) years thereafter (the “Term”).

7.2 The Parties agree that the Term shall be automatically extended for an additional period of ninety-nine (99) years from the end of the initial Term at no additional consideration.

7.3 The Parties agree that this Agreement cannot be terminated without the prior written consent of the Permitted Sublicensee.

7.4 At the end of the Term, all rights and privileges granted to the Licensed Technology shall be deemed to revert to Owner, without the need for any further notice or action.

8. Non-Compete

8.1 During the Term, Owner and Licensee shall not use or otherwise employ the Licensed Technology, or any portion thereof, for any purpose within the Field and shall not permit any Third Party to employ the Licensed Technology, or any portion thereof, for any purpose within the Field.

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9. Assignment

9.1 Owner may assign its rights and duties under this Agreement with the consent of the Licensee which consent may not be unreasonably withheld.

9.2 Licensee may assign its rights or duties under this Agreement with the consent of Owner which consent may not be unreasonably withheld.

9.3 This Parties agree that this Agreement cannot be amended or otherwise modified without the prior written consent of Permitted Sublicensee. The Parties agree that a breach of this Section 9.3 will not affect any rights of Permitted Sublicensee granted to Permitted Sublicensee under the Intellectual Property Sublicense Agreement.

10. Ownership

10.1 Owner shall retain all right, title and interest in and to the Licensed Technology and nothing in this Agreement shall be construed to grant Licensee any ownership interest in or to the Licensed Technology.

10.2 The license granted in Section 3.1 shall be binding on any and all future assignees of some or all of the Licensed Technology by Owner.

11. Confidential Information

11.1 Licensee may use Owner’s Confidential Information, including Know-How and Technical Information that is confidential, to the extent reasonably required to exercise its License Rights under Section 3.1, as permitted under this Agreement (the “ Permitted Use ”).

11.2 Licensee will treat all of Owner’s Confidential Information as confidential and proprietary to Owner. Licensee shall not disclose any Confidential Information to Third Parties, except as reasonably required to carry on the Permitted Use and then only as expressly authorized in accordance with Section 11.3.

11.3 Licensee may disclose Owner’s Confidential Information to Permitted Sublicensee and its sublicensees, Licensee Customers and potential Licensee Customers, but shall only do so after the Permitted Sublicensee and its sublicensees, Licensee Customers and potential Licensee Customers has agreed to be bound by written obligations of confidentiality that are at least as stringent as those set out in this Section 11. Licensee shall not disclose Confidential Information

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to its own employees, representatives or contractors except on a “need to know” basis as may be reasonably required for the Permitted Use, and then only if the employees, representatives or contractors have first agreed to be bound by written obligations of confidentiality that are no less restrictive than those set out in this Section 11.

11.4 Licensee shall use conscientious efforts to protect Owner’s Confidential Information in its care or control from unauthorized use, copying, access by Third Parties, and disclosure to Third Parties (including its own employees, representatives and contractors), employing methods at least as rigorous as those that the Licensee uses to protect its own most valuable confidential information, but in no circumstances less than reasonable care.

11.5 Owner and Licensee each agree that they shall provide Confidential Information received from the other Party only to their respective directors, officers, employees, consultants and advisors, who have a need to know such Confidential Information to assist such Party in fulfilling its obligations under this Agreement, PROVIDED THAT such directors, officers, employees, consultants and advisors have agreed, in writing, to treat such information and materials as confidential, or have existing written agreements with such Party that obligate each of the same to treat such information and materials as confidential, and copies of such written agreements are promptly provided to the other Party at such other Party’s request.

11.6 Notwithstanding the foregoing, should a receiving party be required to disclose Confidential Information received hereunder in response to a subpoena, order or other requirement of a governmental or regulatory agency or official, legislative body or court of competent jurisdiction, or to comply with its obligations under securities or other laws applicable to its business, the receiving party shall be permitted to do so. In such event, the receiving party shall, to the extent legally permitted, promptly notify the disclosing party thereof in writing, and upon request of the disclosing party, shall to the extent practical, reasonably cooperate with the disclosing party (at the disclosing party’s expense) in contesting such disclosure or seeking confidential treatment of, or an appropriate protective order with respect to, or appropriate limitation of, such Confidential Information.

11.7 The Parties will jointly determine whether or not to make a public announcement, news release or other public disclosure relating to this Agreement and will jointly prepare the content of each proposed public announcement, news release or other public disclosure. No Party will publicly disclosure (including through public announcement or news release) the terms of this Agreement or any related matter without the other Parties’ written consent in each instance, except that any Party may make a public disclosure that is required by applicable law (including disclosures in connection with legal proceedings and disclosures required by securities laws) provided that the Party gives the other Parties reasonable prior notice of the proposed public disclosure and a reasonable opportunity to provide written comments on the proposed public disclosure.

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12. Representations and Warranties

• 12.1 Each Party represents and warrants to the other that:

• (a) it is duly incorporated and organized and validly existing under the laws of its jurisdiction of incorporation;

• (b) it has full right, power and authority to enter into this Agreement and to perform its obligations under this Agreement;

• (c) this Agreement has been duly executed by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity;

• (d) the execution, delivery and performance of this Agreement by such Party does not (i) violate any Applicable Law; nor (ii) conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may by bound; nor (iii) conflict with or violate such Party’s constating documents, articles and/or bylaws; and

• (e) no consents, approvals or authorizations under Applicable Laws or from Third Parties are required to be obtained in connection with the execution, delivery and performance of this Agreement.

• 12.2 Owner hereby represent and warrants to Licensee that, as of the Effective Date:

• (a) Owner exclusively owns or exclusively controls all right, title and interest in and to the Licensed Technology, free and clear of any lien, charge, security interest, mortgage, pledge, restriction, adverse claim or any other encumbrance that would have a material adverse effect on the rights granted by Owner to Licensee hereunder;

• (b) To the knowledge of Owner, the Licensed Technology and/or the Licensed Product does not and shall not infringe, misappropriate or violate any intellectual property right of any Person in any manner which would have a material adverse affect on Licensee’s rights hereunder. No infringement, misappropriation, or similar claim or proceeding is pending or, to the knowledge of Owner, has been threatened against Owner with respect to the Licensed Technology that would have a nontrivial adverse effect on Licensee’s rights hereunder;

• (c) The Licensed Technology has been tested and is successful for removing viruses, bacteria and ultrafine particles from air and water through aggregation.

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• (d) Schedule A contains a complete and accurate list of all patents and patent applications in the name of Owner that relates to the Field.

• (e) the Patent Rights listed in Schedule A have the status indicated therein; all patents and patent applications are subsisting and in good standing and have not been irrevocably abandoned, and all fees necessary to maintain such patents and applications in full force and effect have been paid.

• 12.3 Disclaimer of Warranty

• (a) Except as expressly set forth in this Agreement, nothing in this Agreement shall be construed as a representation, condition or warranty made by Owner:

  • (i) that the intellectual property rights of a Party is not infringed by any Third Party, or that the practice of the intellectual property rights of a Party does not infringe any intellectual property rights of any Third Party; or

  • (ii) that any patents will issue based on pending applications or that any such pending applications or patents issued thereon will be valid.

• (b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS, WAIVES, RELEASES, AND RENOUNCES ANY REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OR CONDITIONS ARISING FROM USAGE OF TRADE OR COURSE OF DEALING, RELATING TO ANY PRODUCT OR SERVICE PROVIDED BY EITHER PARTY TO THE OTHER HEREUNDER.

13. Dispute Resolution

13.1 This Agreement shall be construed and governed in all respects by, the laws of the Federal Republic of Germany, without regards to conflicts of law principles that would apply a different body of law, except that questions affecting the construction and effect of any patent and patent application shall be determined by the law of the jurisdiction in which the patent has issued or would issue. The United Nationals Convention on Contracts for the International Sale of Goods will not apply in any way to this Agreement.

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14. Notices and other Communication

14.1 Any notice or other communication required or permitted to be made or given to either Party hereto pursuant to this Agreement shall be sufficiently made or given on the date of receipt if sent to such Party by overnight or other courier that provides documented proof of delivery or by registered mail, addressed to it as stated herein below, or to such other address as it shall designate by written notice given to the other Party.

In the case of Owner:

Attention: Windplussonne GmbH Address: [Redacted] Telephone: [Redacted] with a copy to: Attention: [Redacted] Email: [Redacted]

In the case of Licensee:

Attention: Vaxxinator Coating BV Address: [Redacted] Telephone: [Redacted] with a copy to: Attention: [Redacted] Email: [Redacted]

Any notice delivered to the Party to whom it is addressed will be deemed to have been given or made and received on the day it is delivered at that Party’s address, provided that if that day is not a Business day then the notice will be deemed to have been given or made and received on the next Business day.

15. Miscellaneous

15.1 Further Assurances. Each Party shall at any time and from time to time, upon each request by the other Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.

15.2 Entire Agreement. This Agreement constitutes the entire understanding and agreement of and between the Parties with respect to the subject matter hereof and supersedes all prior or collateral representations, warranties, negotiations and agreements with respect to such subject matter.

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collateral representations, warranties, negotiations and agreements with respect to such subject matter.

15.3 All Modifications in Writing. The Parties agree that this Agreement cannot be modified or varied by any oral agreement or representation or otherwise than in writing executed by both Parties and with the prior written consent of the Permitted Sublicensee.

15.4 Waiver. Failure of any Party to insist upon strict performance of any of the covenants, terms, or conditions of this Agreement shall not be deemed to be a waiver of any other breach or default in the performance of the same or any other covenant, term or condition contained in this Agreement. The waiver of any breach of this Agreement by any Party will in no event constitute a waiver of any future breach, whether similar or dissimilar in nature. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving Party.

15.5 Headings. The headings of the clauses in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

15.6 Severability. In the event that any clause of this Agreement is deemed unenforceable, the remaining clauses of the Agreement shall remain in full force and effect.

15.7 No Partnership. Nothing in this Agreement shall constitute the Parties as partners of one another, nor shall anything herein constitute the Parties as agents for one another with respect to the matters raised and covered under this Agreement.

15.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. For the purposes of this Agreement and all other documents and agreements contemplated by this Agreement, the signature of any Party hereto or thereto evidenced by a telecopy showing such signature shall constitute conclusive proof for all purposes of the signature of such Party to this Agreement or those other documents and agreements, as the case may be.

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IN WITNESS WHEREOF each of the Parties hereto has executed this Agreement as of the Effective Date.

[OWNER]

Per: WindplusSonne GmbH Name: Dr. Gregor Luthe Title: CEO “Gregor Luthe” (I have authority to bind the Corporation)

[LICENSEE]

Per: Vaxxinator Coating B.V. Name: Eduard Schubert Title: CEO “Eduard Schubert” (I have the authority to bind the Corporation)

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SCHEDULE “A” Licensed Patents

1. OWNER NAME: WINDPLUSSONNE GMBH

Jurisdiction	Application Number	Application Date	Publication Number	Publication Date
Australia	2017229176	05 MAR 2017	2017229176A1	14 SEP 2017
Brazil	112018067809	05 MAR 2017	112018067809A2	14 SEP 2017
Canada	3016841	05 MAR 2017	3016841A1	14 SEP 2017
China	201780027747	05 MAR 2017	109069966A	14 SEP 2017
Germany	10 2016 002 599.9	06 MAR 2016	10 2016 002 599A1	07 SEP 2017
Germany	10 2016 002 600.6	06 MAR 2016	10 2016 002 600A1	07 SEP 2017
Europe	17712410.4	05 MAR 2017	3 426 375 A1	14 SEP 2017
Japan	2018547927	05 MAR 2017	2019507681A	14 SEP 2017
Korea	20187028414	05 MAR 2017	20180117689A	14 SEP 2017
Mexico	2018010855	05 MAR 2017	2018010855A	14 SEP 2017
United States	16/082,521	05 MAR 2017	2019/0070528A1	07 MAR 2019
South Africa	201805944	05 MAR 2017	201805944B	25 SEP 2019

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SCHEDULE “B”

1. Intellectual Property Agreement made entered into as of the 16[th] day of September, 2020 by and between Vaxxinator Air BV, a Netherlands corporation with limited liability with its principal address at Enschede, Netherlands, Viromed GmbH, a German corporation with limited liability with its principal address at Rellingen, Germany, and SOL Wellness Co. Ltd., a British Columbia corporation with its principal address at Vancouver, British Columbia, Canada (predecessor of Vaxxinator Enterprises Inc.). [“Air IPA”]

2. First Amendment to the Air IPA made and entered into as of May 17, 2021.

3. Intellectual Property Agreement entered into as of the 16[th] day of September, 2020 by and between Vaxxinator Air BV, a Netherlands corporation with limited liability with its principal address at Enschede, Netherlands, Smart Material Printing BV, a Netherlands corporation with limited liability with its principal address at Enschede, Netherlands, and SOL Wellness Co. Ltd., a British Columbia corporation with its principal address at Vancouver, British Columbia, Canada (predecessor of Vaxxinator Enterprises Inc.). [“Coating IPA”]

4. First Amendment to the Coating IPA made and entered into as of May 17, 2021.

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SCHEDULE “C”

See Attached.

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ADDENDUM TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN

THIS ADDENDUM is made this 17th day of May, 2021 (the “ Effective Date ”), by and between:

Smart Material Printing, BV, a Netherlands corporation with limited liability with its principal address at Enschede, Netherlands and Windplussonne GmbH, a German corporation with limited liability with its principal address at Granau, Germany (hereinafter individually as “ Owner ” or collectively as “ Owners ”)

Vaxxinator Coating BV, a Netherlands corporation with limited liability with its principal address at Enschede, Netherlands (hereinafter “ Licensor ”)

Dr. Gregor Luthe, an individual resident in Granau, Germany (hereinafter “ Dr. Luthe ”)

-and-

Vaxxinator Enterprises Inc. (formerly SOL Wellness Co. Ltd.), a British Columbia corporation with its principal address at Vancouver, British Columbia, Canada (hereinafter “ Licensee ”)

RECITALS

WHEREAS OWNERS, LICENSOR, DR. LUTHE and LICENSEE (the “ Parties ”) executed an Intellectual Property License Agreement made effective on May 17, 2021, respectively (“the Agreement”);

AND WHEREAS Licensee relied on the results of the “IUTA Report” as part of its due diligence on the IP to enter into the Agreement;

AND WHEREAS The Parties have agreed to enter into this Addendum for greater certainty and clarity of the due diligence that forms the subject matter of the Agreement by adding an additional representation and warranty from the Owner and Dr. Luthe to Licensee as of the Effective Date of this Addendum.

NOW THEREFORE , for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. The preamble forms part of this Addendum.

2. The “ IUTA Report ” attached at Schedule A to this Addendum entitled “Measurements on agglomeration efficiency of the Atmofizer” dated January 18, 2021 was provided to Licensee as part of the due diligence process to enter into the Agreement.

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4. Owners and Dr. Luthe represent and warrant to Licensee, as of the Effective Date of this Addendum:

5. (a) The testing in the IUTA Report was performed using industry best practices on a device containing the same components as the Atmofizer One™ air purifier (“the Test Device ”) and the IUTA Report reports the results of testing on the Test Device. The results reported in IUTA report can be replicated by the Atmofizer One™ air purifier and the Airbion One™ air purifier.

IN WITNESS WHEREOF each of the Parties hereto has executed this Addendum as of the Effective Date.

[OWNERS]

Per: Smart Material Printing B.V Name: Dr. Gregor Luthe Title: CEO “ Gregor Luthe ” (I have authority to bind the Corporation)

Per: WindplusSonne GmbH Name: Dr. Gregor Luthe Title: CEO “ Gregor Luthe ” (I have authority to bind the Corporation)

[Dr. LUTHE]

Name: Dr. Gregor Luthe

“ Gregor Luthe”

[LICENSOR]

Per: Vaxxinator Coating B.V. Name: Eduard Schubert Title: CEO “Eduard Schubert” (I have the authority to bind the Corporation)

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[LICENSEE]

Per: “Olivier Centner” Name: Olivier Centner Title: Chief Executive Officer (I have authority to bind the Corporation)

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SCHEDULE A

[Redacted – IUTA Report]

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