Exhibit 10.1

EXCLUSIVE LICENSE AGREEMENT

This Agreement (the “ Agreement ”) is made this 8th day of February 2018, by and between ZK International Group Co., Ltd., a British Virgin Islands company (“ ZK International ”) and XSigma Corporation, also a British Virgin Islands company (“ XSigma ”, collectively the “ Licensee ”), and TNT Blockchain Inc., a Delaware corporation with its principal place of business at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801 (the “ Licensor ”).

RECITALS

WHEREAS, the ZK International, through operation engaged by its subsidiary Zhejiang Zhengkang Industrial Co., Ltd., is a China-based designer, engineer, manufacturer and supplier of patented high-performance stainless steel and carbon steel pipe products that requires sophisticated water or gas pipeline systems and it has significant experience in the supply chain management for its products as well as marketing and distribution of its products throughout China and Asia;

WHEREAS, Licensor has the global exclusive right to market and sell the applications, including but without limitation to TIMS and EMS (Software), the Track and Trace Applications, the IoTs, and the implementation of the Blockchain technology into the Supply chain management system as outlined in Schedule A attached hereto (collectively, the “ Application IP ”);

WHEREAS, Licensor desires to license the Application IP to the Licensee; and

WHEREAS, Licensee desires to obtain a license to use the market segment of Industrial Manufacturing Vertical (as defined below) of any type; to utilize such Application IP, and to make customizations, updates and/or corrections;

WHEREAS, Licensor desires that the Application IP be marketed and sold globally with the commitment of Licensee to designate resources to hire personnel and to set up local operations worldwide with designated resources solely for the marketing and selling of the Application IP and Licensee desires to hire the appropriate personnel to implement the Application IP, produce marketing and sales distribution materials for, marketing and selling the Application IP, all on the terms and conditions set forth below;

WHEREAS, Licensee has the right to market and sell the Application IP globally in the market segment limited to the Industrial Manufacturing Vertical;

WHEREAS , for the good and valuable consideration, the receipt of which is hereby acknowledged, Licensor is willing to license the Application IP to Licensee on an exclusive basis worldwide; and

WHEREAS, Licensee is willing to accept the Application IP license on an exclusive basis worldwide under the conditions set forth above.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Each party agrees and shall cause its employees, if any, to agree to hold all Confidential Information (as hereinafter defined) in trust and confidence and, except as may be authorized by the other party in writing, shall not use any such Confidential Information for any purpose other than as expressly set forth in this Agreement or disclose any Confidential Information to any person, company or entity. As used herein, “Confidential Information” shall mean any information relating to or disclosed during the Term that is or should reasonably be understood to be confidential or proprietary to either party, including, but not limited to, data and information concerning the parties’ consumers and/or members, the material terms and conditions of this Agreement, technical processes, source code, business plans, projections, and marketing data. Notwithstanding the foregoing, information shall not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party by personnel without access to the Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.

Either party shall be excused from failures or delays in delivery or performance hereunder if such failure or delay is attributable to causes beyond the reasonable control of the party, which makes such performance or delivery commercially impractical. In the event of any such delay, the time of delivery or performance and time of payment shall be extended for a period of time equal to the time lost by reason of such delay (unless otherwise specified in writing between the parties hereto).

All notices shall be in writing and shall be deemed to be delivered when deposited in the United States Postal Services, postage prepaid, return receipt requested, or when sent by any other express document service, email, but not facsimile. All notices shall be directed to Licensee or to Licensor, its successors or assigns, at the respective addresses set forth on the signature page of this Agreement or to such other address as one party may, from time to time, designate by notice to the other party.

The parties to this Agreement are not affiliated companies and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. Neither Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

A public press announcement related this Agreement may be made, but only if mutually agreed to in writing by the Parties.

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

This Agreement and the rights and obligations under this Agreement shall be assignable and transferrable to any other person, firm or corporation by Licensee only with the express prior written consent of the Licensor. The rights and obligations of this Agreement shall insure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns.

This Agreement is governed by the laws of the State of New York and the federal laws of the United States applicable therein. The Parties, in its personal or corporate capacity and irrevocably attorns to the jurisdiction of the state and federal courts located in New York County, New York. Each party agrees that the state and federal courts located in New York County, New York shall be the exclusive jurisdiction for settling all disputes hereunder.

The parties agree that this Agreement is the result of careful negotiations between sophisticated parties and thus any principle of construction or rule of law that provides that an agreement shall be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this Agreement.

The various headings in this Agreement are inserted for convenience only, and shall not affect the meaning or interpretation of this Agreement or any paragraph or provision hereof.

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

This Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding termination by either party.

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IN WITNESS WHEREOF, the parties hereto have caused this Exclusive Licensing Agreement to be duly executed on the day and year first above written. 

SCHEDULE A

The “Asset” is defined as the exclusive right to market and sell a system composed of the following technology components of TIMS and EMS, the Track and Trace Applications, the IoTs, with Blockchain technology, that are standardized for the Industrial manufacturing vertical market segment.

Supplier registration and farm identifications recording. This routine register the Supplier or Farmer particular and contact information. It also records the Farm Identity or Warehouse Location.

This routine registered Raw Material harvested or collected at the farm or Processing Plant, respectively. Each batch of Raw Material collected are assign a Lot number (Licensee may use their own numbering scheme), indicate the source of supply, weight and quantity harvested or collected.

The date and time can be manually set or used the system default assigned date and time, the Remarks tab is a free format for the raw material description or other information.

This routine records the related Raw Material lot number, process flow, its weight and quantity, from one process to another process. It is part of the processing traceability, which provide tracking of information of What? When? Who? And Why? from the Farm to finished products.

An overview summary highlight information of Raw Material Collected in quantity.

A summary movement of harvested or processed items movement from a process to another process, the staff involved and display of exception events like Lost, Stolen, Damaged and Licensor in quantity.

This report provides all the events recorded by Lot, staff, Station (Processes), and date range. This report can be exported into Excel file for further report analysis.

Register supplier and farm identity.

Setting the Process category.

Setting the process flow and sequence.

Register the staff name.

Capturing of finished product weight and print packing label individually or in a range, without external references,

Capturing of finished product weight and print packing label individually or in a range, with external references.

Selection of individual packed finished products and pack them in a box and print the batch number.

Create product identity under a category with product picture and description.

Define the Product Category for reference purpose.

Assign individual user id access rights for every process under a predefined User Group access right.

Setting of User Group right under each routine.

Define the quantity unit of measurement i.e. Length Meter as “Mtr” or liquid Liter as “Ltr” and Licensor.

This is a stock control and distribution control module with special routines providing various warehouse, distribution and logistics registration and recording.

The warehouses can be address, location is setup and identified this module.

This is a finished product warehouse recording of finished goods to be store in the warehouse. The New Stock set the Lot and Batch number for Raw Material or Finished Products, the warehouse Identification, deliver from which supplier, product description, its quantity and physical storage location address by Zone, Floor, Plot and Sub-plot.

A stock can be directly from Supplier or from internal warehouse to warehouse transfer. The transfer routine record stock transfer date, from which warehouse to another ware and product and its quantity.

This routine record the stock taken out from warehouse for sales or delivery purpose. The record specify the buyer name, warehouse, sales order number, customer, product description and quantity.

Summary record of Product stock in and out and current balance.

This routine record the product description with pictures. Indicate this quantity unit of measurement.

The warehouse address, GPS coordinates and special remarks.

The supplier registration record the supplier profiles and the supplier delivery location or warehouse.

Register the Customer location id and contact information.

This is for setting up TIMS parameters.

This module is provided to record all the Tag to be use by the to recording Item identification,

SCHEDULE B

In consideration for the Exclusive Global Licensing Rights for the Global Territory, Licensor agrees to accept the following restricted ordinary shares (the “ Consideration Shares ”) in the capital stock of Licensee as follows:

"NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

In addition, LICENSOR agrees to accept the following cash consideration (the “ Cash Consideration ”) as follows:

Customization services are included with investment and are limited to the two-year term of this agreement. Any customizations or updates and changes beyond two years will need to be reviewed and a Statement of Work (SOW) with associated pricing must be accepted by both parties.

SCHEDULE C

TNT PERFORMANCE MILESTONES

Note: Milestones and related project plans are subject to impact by many variables including, but without limitation to, local Licensee resources, availability, systems, comprehension. and development.

SCHEDULE D

Ching Peng Lor’s and Wei Kat Chiam’s existing Birdnest Soup Tracking business in Asia

Schedule E

Other industry or vertical markets not included in this Agreement