Exhibit 10.3
AMENDING AGREEMENT
THIS AMENDING AGREEMENT is made as of the 5th day of June, 2024,
BETWEEN:
BREATHE BIOMEDICAL INC., a company incorporated
under the Federal laws of Canada
(the “Borrower”)
and
ROMEO GOGUEN, a resident of Moncton in the Province of New Brunswick
(the “Lender”)
WHEREAS:
| A. | The Borrower (previously named “Picomole Inc.”) and the Lender are party to a credit agreement dated as of October 24, 2022 (the “Original Credit Agreement”). | |
| B. | The parties hereto have agreed to amend certain terms and conditions of the Credit Agreement as set forth herein. | |
| C. | This Amending Agreement is supplemental to the Credit Agreement. | |
| D. | Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement. |
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree as follows:
Amendments to the Amended and Restated Credit Agreement
| 1. | Extension of Term. Section 2.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: |
“Term and Termination. The term of the Loan will expire on September 6, 2024 (the “Term”).”
Extension Fee
| 2. | Extension Fee. In consideration for the Borrower agreeing to extend the Term of the Credit Agreement pursuant to this Amending Agreement, the Lender agrees to pay the Borrower an extension fee in the amount of CAD $25,000, such fee payable within five business days of the date hereof. |
General
| 3. | Save and except to the extent amended by the terms of this Amending Agreement, the Credit Agreement remains in full force and effect, unamended and time shall continue to be of the essence. |
| 4. | In the event that any provision (or any portion of a provision) of this Amending Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not invalidate, render unenforceable or otherwise affect any other provision hereof, and this Amending Agreement shall be construed without giving effect to such invalid, illegal or unenforceable provision (or such portion of a provision) as if it had never been contained herein. |
| 5. | This Amending Agreement, together with the Credit Agreement, represents the entire agreement among the parties with respect to the matters provided for herein. |
| 6. | Any changes or variations made to this Amending Agreement are only effective if made in writing and signed by all parties. |
| 7. | This Amending Agreement shall be governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein. |
| 8. | This Amending Agreement may be executed in counterparts, whether by original copy or facsimile or other electronic means, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. |
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IN WITNESS WHEREOF the parties hereto have executed these presents effective the date first above written.
| ROMEO GOGUEN, as Lender | BREATHE BIOMEDICAL INC., as Borrower | |||
| Per: | (signed) “Romeo Goguen” | Per: | (signed) “William Dawes” | |
| Name: | William Dawes | |||
| Title: | CEO | |||
| I have authority to bind the corporation. | ||||