THIRD AMENDMENT TO INTEGRATED LICENSE AGREEMENT

January 2022 Amendment Page 2 

M.Whereas, in the review of the Integrated License Agreement Bakhu and Cell Science have mutually determined and agreed that Sections 2.5, 7.3 and 7.4 of Restated License Agreement, as subsequently amended, by merging all amendments into the Integrated License Agreement, contained contradictory and inconsistent language and desire to amend the Integrated License Agreement to correct such language and error, and to incorporate this January 2022 Amendment into the Integrated License Agreement. 

AGREEMENT

NOW, THEREFORE, upon the foregoing premises, which are incorporated herein by reference, and for and in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1.Terms.  All capitalized terms used and not otherwise defined herein shall have the same meanings as are given to such terms in the Integrated License Agreement, unless expressly provided otherwise in this January 2022 Amendment. This January 2022 Amendment shall be deemed to be incorporated in the Integrated License Agreement. 

2.Acknowledgement of Satisfaction of Efficacy Demonstration.  Bakhu and Cell Science acknowledge and agree that the requirements of the Efficacy Demonstration were successfully achieved on July 12, 2021, and the Percentage Achievement was greater than 100% of the agreed target standards under the Integrated License Agreement. 

3.Amendment and Agreement Regarding One-Time Payment Note. Notwithstanding anything to the contrary contained therein, the Integrated License Agreement is amended to reflect, and the parties agree that there shall be no reduction and offset against the One-time Payment. Currently herewith Bakhu shall execute and deliver to Cell Science, the One-time Payment Note in the principal amount of $3,500,000 (the “One-Time Payment Note”) in the form of Exhibit 1 attached hereto, with simple interest accruing thereon at the applicable federal short-term annual rate of 0.44% under IRC Section 1274(d), from the date of execution.  All unpaid principal and accrued and unpaid interest will be due and payable on or before the first anniversary date of the One-Time Payment Note. 

4.Assignment of VO Leasing R&D Agreement and Laboratory Related Assets.  In lieu of any offset and reduction against the One-Time Payment Note, Cell Science agrees to convey, grant, transfer, assign and deliver to Bakhu, and OZ Corporation has agreed to join Cell Science and convey, grant, transfer, assign and deliver to Bakhu, all of their right, title and interest: 

(a)under the VO Leasing R&D Agreement; and 

(b)in and to all tangible and intangible person property (excluding the intellectual property and licensed science covered by the Integrated License Agreement) contained in or appurtenant to the laboratory located at the Facility, including without limitation (i)  all equipment, machinery, tools, bioreactors, instruments, accessories, furniture, fixtures,  inventory, raw materials and supplies, work in progress, parts, racks, other components, books, records, laboratory notes, manuals, documentation, and anything relating to the foregoing, located at the Facility or elsewhere, now owned or later acquired, (ii) any and all operating and use permits and all rights and privileges thereunder, (iii) all supplier lists, vendor lists, existing rental and other contracts and tangible and intangible personal property; (iv) other asset of every nature, kind and description, to the extent related directly or indirectly to, or necessary for, the operations and conduct of research and development at the Facility; and (v) any and all permits, licenses or leases to use or access any of the foregoing, the rights and benefits under contracts related to use or operation of the Facility, and related intangibles.  

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(c)In furtherance of such assignment of all right, title and interest under the VO Leasing R&D Agreement, set forth in Section 4(a), currently herewith Cell Science shall execute and deliver, and cause OZ Corporation to join in, execute and deliver, to Bakhu, the Landlord Consent to Assignment and Assumption of Lease and Release of Assignor (the “Lease Assignment”) in the form of Exhibit 2 attached hereto, and such other confirmatory documents as Bakhu may reasonably request for the use and enjoyment of the same. Cell Science, OZ Corporation and Bakhu shall together facilitate the Landlord’s consent to said assignment. 

(d)In furtherance of such assignment and conveyance tangible and intangible person property contained in or appurtenant to the laboratory located at the Facility set forth in Section 4 and Bakhu’s assumption of the obligations related thereto, currently herewith Cell Science shall execute and deliver, and OZ Corporation shall join in, execute and deliver, to Bakhu, and Bakhu will execute and deliver to Cell Science and OZ Corporation, the Assignment, ▇▇▇▇ of Sale and Assumption (the “Lab Assignment”) in the form of Exhibit 3 attached hereto and such other confirmatory documents as Bakhu may reasonably request in order to transfer to and vest in Bakhu the full right, title, and interest of Cell Science and OZ Corporation, in the foregoing described (b) above, and the use and enjoyment of the same.  

5.Acknowledgement and Confirmation. Cell Science hereby acknowledges and certifies to Bakhu, and its stockholders, successors and assigns, and Bakhu hereby acknowledges and certifies to Cell Science, and its stockholders, successors and assigns, that (a) the Integrated License Agreement is not in default, is enforceable in accordance with its terms, is valid and in full force and effect on the Effective Date hereof, there are no other agreements written or verbal further amending or modifying the Integrated License Agreement, and there exist no events of default that, with notice or the passage of time or both, would constitute an event of default under the Integrated License Agreement; (b) the Integrated License Agreement represents the entire agreement between Cell Science and Bakhu with regard to the license of licensed technology and intellectual property thereunder; (c) on the date hereof there is no existing default or unfulfilled obligations on the part of Bakhu or Cell Science in any of the terms and conditions of the Integrated License Agreement; (d) there are no actions, voluntary or involuntary, pending against Cell Science or Bakhu under the bankruptcy laws of the United States or equivalent laws of any foreign jurisdiction, for debtor relief, (e) there are no existing, pending or threatened lawsuits by or against Cell Science affecting the licensed technology and intellectual property which is the subject of the Integrated License Agreement, (f) there are no existing, pending or threatened lawsuits by or against Bakhu affecting the licensed technology and intellectual property which is the subject of the Integrated License Agreement, and (g) there are no existing, pending or threatened lawsuits by or between Cell Science and Bakhu relating directly or indirectly to the Integrated License Agreement, and rights of Bakhu to use the licensed technology and intellectual property which is the subject of the Integrated License Agreement. 

6.Condition Precedent.  This January 2022 Amendment and agreements and covenants contained herein are conditioned upon the concurrent execution and delivery (a) by Bakhu of the One-Time Payment Note attached as Exhibit 1 to Cell Science, (b) by Cell Science, OZ Corporation, Bakhu and Landlord of the Lease Assignment attached as Exhibit 2, and (b) by Cell Science, OZ Corporation and Bakhu of the Lab Assignment attached as Exhibit 3. 

7.Transfer of Assigned Contracts.  To the extent that the assignment of any VO Leasing R&D Agreement as provided in Section 4(c) or any agreement or contract associated with the tangible and intangible person property as provided in Section 4, requires the consent, approval, or waiver of a third party, this January 2022 Amendment and any conveyance to be executed pursuant hereto shall not constitute an assignment of the same if an attempted assignment would constitute a breach thereof.  Cell Science shall use, and will cause OZ Corporation to use, its best efforts to obtain a written consent, approval, or waiver of any such other party or parties to the assignment. In the event that any such  

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consent, approval, or waiver is not obtained, Cell Science and Bakhu will, and Cell Science will cause OZ Corporation to, cooperate in an arrangement reasonably satisfactory to Bakhu under which Bakhu would obtain, to the extent practicable, the claims, rights, and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sublicensing, or subleasing to Bakhu, or under which Cell Science and/or OZ Corporation would enforce for the benefit of Bakhu, with Bakhu assuming and indemnifying Cell Science and OZ Corporation respecting the obligations of Cell Science and OZ Corporation, any and all claims, rights, and benefits of Cell Science and OZ Corporation against a third party thereto.  Bakhu shall use its commercially reasonable best efforts to collaborate with and support the effort of Cell Science and OZ Corporation in seeking such required consents, approvals, or waivers.  The terms and conditions of any agreement entered into by Cell Science, OZ Corporation, Bakhu and any other party in connection with a consent to the assignment of the VO Leasing R&D Agreement as provided in Section 4 or any agreement or contract associated with the tangible and intangible personal property as provided in Section 4 (a “Consent Agreement”) shall not supersede or override the terms and conditions of this January 2022 Amendment.  If there is a conflict between the terms and conditions set forth in this January 2022 Amendment and a Consent Agreement, then between Cell Science and Bakhu the provisions of this January 2022 Amendment shall control the rights and obligations of Cell Science and Bakhu.

8.Amendment to Section 2.5 of Integrated License Agreement. Section 2.5 of the Restated License Agreement, as subsequently amended, by merging all amendments into the Integrated License is hereby amended in its entirety to read as follows: 

“2.5 Improvements. Any Improvements developed during the term of this Agreement by or on behalf of a Party shall be conducted by or in concert with the employees, contractors or designees of the Licensor and would be deemed to be the inventor under U.S. patent laws, and therefore owned by the Licensor. Any Improvements relating to the Licensed Science made after the Effective Date relating to the Field by or on behalf of, or that benefits the Licensor or Licensee, shall be conducted by or in concert with the inventor or their contractors on behalf of Licensor and therefore owned by the Licensor and deemed to be included in the Patent Rights and in the Licensed Science for all purposes under this Agreement. Without in any way limiting the foregoing, the Licensee shall have the same license rights, as granted by Licensor in Section 2 of this Agreement, to any such Improvements made by the Licensor, subject to the other terms and conditions of this Agreement. The Parties expressly agree that the foregoing shall apply to any trade secrets developed during the term of this Agreement, any Improvements resulting from any work performed by any inventor or their contractors in the U.S. on behalf of Licensee or Licensor. 

9.Amendment to Section 7.3 of Integrated License Agreement. Section 7.3 of the Restated License Agreement, as subsequently amended, by merging all amendments into the Integrated License is hereby amended in its entirety to read as follows: 

“7.3 Ownership. All patent applications and patents obtained by Licensee for the Patent Rights in the Territory will be in the name of Licensor and owned by Licensor. 

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10.Amendment to Section 7.4 of Integrated License Agreement. Section 7.4 of the Restated License Agreement, as subsequently amended, by merging all amendments into the Integrated License is hereby amended in its entirety to read as follows: 

“7.4 Foreign Filings. In addition to the U.S., the Patent Rights shall, subject to applicable bar dates, be pursued in such foreign (i.e., non-U.S.) countries in the Territory as Licensee so determines in its sole and absolute discretion, and all such patent applications and patents obtained by Licensee in such countries will be in the name of Licensor and owned by Licensor. In addition, with respect to pending patent application in the United Kingdom and the PCT Application, Licensor shall remain responsible for the prosecution of such applications and all expenses incurred by Licensor for filing, prosecuting, defending and maintaining the Patent Rights related to the same. 

11.Ratification of Agreement. Except as expressly amended by the foregoing, the terms and provisions of the Integrated License Agreement are ratified and shall remain in full force and effect.   

12.Manner of Execution; Counterparts.  This January 2022 Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this January 2022 Amendment by facsimile, portable document format (.pdf), DocuSign or other electronic transmission shall be deemed an original and effective for all purposes and be equally as effective as delivery of a manually executed counterpart of this January 2022 Amendment. 

*** Signature Page Follows ***

January 2022 Amendment Page 6 

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this January 2022 Amendment as of the Effective Date.

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EXHIBIT 1

ONE-TIME PAYMENT NOTE

PROMISSORY NOTE

3.Interest Adjustment. If payment of the entire amount due under this Note is not paid on or before the Maturity Date, any past-due amounts and accrued interest thereon will bear interest at nine percent (9%) per annum until paid. 

4.Default.  

4.1Without notice or demand (which are hereby waived), the entire unpaid principal balance of, and all accrued interest on, this Note will immediately become due and payable at the option of the holder hereof upon the occurrence of one or more of the following events of default (“Events of Default”): 

(a)the failure or refusal of Maker to pay principal of or interest on this Note within 10 days of when the same becomes due in accordance with the terms hereof; 

Bakhu – Cell Science One-Time Payment NotePage 1 

(b)the failure or refusal of Maker punctually and properly to perform, observe, and comply with any covenant or agreement contained herein, and such failure or refusal continues for a period of 30 days after Maker has (or, with the exercise of reasonable investigation, should have) notice thereof; 

(c)Maker: (i) becomes insolvent; (ii) fails to pay its debts generally as they become due; (iii) voluntarily seeks, consents to, or acquiesces in the benefit or benefits of any Debtor Relief Law (defined hereinafter); or (iv) becomes a party to (or is made the subject of) any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise adversely affect the Rights (defined hereinafter) of Payee granted herein (unless, in the event the proceeding is involuntary, the petition instituting the same is dismissed within 60 days of its filing). “Debtor Relief Law” means the Bankruptcy Code of the United States of America and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar Laws from time to time in effect affecting the Rights of creditors generally. “Rights” means rights, remedies, powers, and privileges. “Laws” means all applicable statutes, laws, ordinances, regulations, orders, writs, injunctions, or decrees of any state, commonwealth, nation, territory, possession, county, parish, municipality, or Tribunal. “Tribunal” means any court or governmental department, commission, board, bureau, agency, or instrumentality of the United States or of any state, commonwealth, nation, territory, possession, county, parish, or municipality, whether now or hereafter constituted and/or existing;  

(d)the failure to have discharged within a period of 30 days after the commencement thereof any attachment, sequestration, or similar proceeding against any of the assets of Maker, or the loss, theft, or destruction of, or occurrence of substantial damage to, a material part of the assets of Maker, except to the extent adequately covered by insurance; and 

(e)Maker fails to pay any money judgment against it at least 10 days prior to the date on which any of Maker’s assets may be lawfully sold to satisfy such judgment. 

4.2If any one or more of the Events of Default specified above occur, the holder of this Note may, at its option: (a) declare the entire unpaid balance of principal of and accrued interest on this Note to be immediately due and payable without notice or demand; (b) offset against this Note any sum or sums owed by the holder hereof to Maker; (c) reduce any claim to judgment; (d) foreclose all liens and security interests securing payment hereof or any part hereof; and (e) proceed to protect and enforce its rights either by suit in equity or by action of law or other appropriate proceedings, whether for the specific performance of any covenant or agreement contained in this Note, in aid of the exercise granted by this Note of any right, or to enforce any other legal or equitable right or remedy of the holder of this Note. 

5.Cumulative Rights. No delay on the part of the holder of this Note in the exercise of any power or right or single partial exercise of any such power or right under this Note, or under any other instrument executed pursuant hereto will operate as a waiver thereof. Enforcement by the holder of this Note of any security for the payment hereof will not constitute any election by it of remedies so as to preclude the exercise of any other remedy available to it. 

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6.Collection Costs. If this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceeding at law or in equity, or in bankruptcy, receivership, or other court proceedings, Maker agrees to pay all costs of collection, including but not limited to court costs and reasonable attorney’s fees of the Payee. 

7.Waiver. Maker waives presentment and demand for payment, protest, and notice of protest and nonpayment, or other notice of default, except as specified herein, and agree that their liability on this Note will not be affected by any renewal or extension in the time of payment hereof, or in any indulgence, partial payment, release, or change in any security for the payment of this Note, before or after maturity, regardless of the number of such renewals, extensions, indulgences, partial payments, releases, or changes. 

8.Notices. Any notice or demand given hereunder by the holder hereof will be deemed to have been given and received: (a) when actually received by Maker, if delivered in person; or (b) when received by the Maker if sent by a nationally recognized overnight courier (with confirmation of delivery), with all charges prepaid, sent to Maker at its address on the first page of this Note. 

9.Successor and Assigns. All of the covenants, stipulations, promises, and agreements in this Note contained by or on behalf of Maker will bind its successors and assigns, whether so expressed or not; provided, however, that neither Maker nor Payee may, without the prior written consent of the other, assign any rights, powers, duties, or obligations under this Note. 

10.Headings. The headings of the paragraphs of this Note are inserted for convenience only and will not be deemed to constitute a part hereof. 

14.Manner of Execution; Counterparts.  Maker and Payee agree and acknowledge that the execution of this Note via DocuSign or other electronic manner, and the transmission and delivery of signature page to this Note by facsimile, portable document format (.pdf), DocuSign or other electronic transmission shall be deemed an original and effective for all purposes. 

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IN WITNESS WHEREOF, the Maker has caused a duly authorized officers of the Maker, solely in such officer’s capacity as such, to duly execute this Note on behalf of the Maker as of the date hereof.

ACKNOWLEDGED, AGREED TO AND ACCEPTED BY:

Bakhu – Cell Science One-Time Payment NotePage 4 

EXHIBIT 2

LANDLORD CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE

AND RELEASE OF ASSIGNOR

LANDLORD CONSENT TO ASSIGNMENT AND ASSUMPTION OF LEASE

AND RELEASE OF ASSIGNORS

6.Parties in Interest.  This Assignment shall bind and shall inure to the benefit of the respective Parties and their assigns, transferees and successors. 

7.Governing Law; Venue. This Assignment is being executed and delivered, and is intended to be performed, in the State of California, and the substantive laws of such California, excluding conflicts of law provisions, will govern the validity, construction, enforcement, and interpretation of this Assignment except insofar as federal laws have application. Any action or proceeding to enforce this Assignment will be instituted in the applicable state of federal courts in Los Angeles County, California, where venue will also lie. 

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8.Waiver of Jury Trial. To the extent permitted by applicable law, the parties hereby voluntarily and irrevocably waive trial by jury in any action or proceeding brought in connection with this Assignment, any of the related agreements and documents, or any of the transactions described herein or therein. 

9.Manner of Execution; Counterparts.  This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Assignment  by facsimile, portable document format (.pdf), DocuSign or other electronic transmission shall be deemed an original and effective for all purposes and be equally as effective as delivery of a manually executed counterpart of this Assignment. 

*** Signature Page Follows ***

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IN WITNESS WHEREOF, this Assignment, ▇▇▇▇ of Sale and Assumption has been duly executed and delivered by a duly authorized representative of each of the Parties as of the date first above written.

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