BKUH Bakhu Holdings Corp (CE)

5.Issuance of Additional Warrant Upon Prepayment. Upon permitted prepayment of all or any portion of this Note, at the time of such prepayment, the Company will issue to the Holder an additional warrant (“Prepayment Warrant”) in the same form as the warrant issued concurrently with the issuance of this Note.  Such Prepayment Warrant will evidence the right of the Holder to purchase for $0.50 per share that number of Shares determined by (a) adding the amount of the prepaid principal and the amount of the PIK Interest accrued and paid or payable as of the date of the prepayment and (b) dividing that sum by $0.50.  (For clarity, if prepayment occurs on or before February 26, 2027, the sum calculated for purposes of Section 5(a) will include the principal plus the PIK Interest accrued through the prepayment date) The Prepayment Warrant will have a warrant exercise term equivalent to the balance of the original term of this Note.  

6.Limitations on Right of Conversion. Following receipt of the written notice of intention to convert the Note, the Company will take such steps as it deems appropriate to permit conversion of the Note as specified in the notice without registration or qualification under applicable federal and state securities laws; provided, that in no event will the Company be required to consent to the general service of process or qualify as a foreign corporation in any jurisdiction where the Note holder resides if the jurisdiction is different than such Note holder’s residence when the Note was originally offered and sold. To comply with exemptions from the registration requirements of the Securities Act and certain state securities statutes, the Company may require the holder of this Note to make certain representations and execute and deliver to the Company certain documents as a condition to exercise of the conversion rights hereunder, all in form and substance satisfactory to the Company as determined in its sole discretion. In the event the Company reasonably determines that the Note cannot be converted in compliance with applicable federal and state securities laws in the absence of registration or qualification under such statutes, the Company will be under no obligation to permit conversion of the Note and issue any Shares pursuant hereto. The Company will use its best efforts to qualify the Shares for sale under the applicable state laws in those jurisdictions in which the holder of the Note resides at the time of conversion; if, notwithstanding its efforts, the Company is unable to so qualify the Shares for sale in such state, the  

Page 2 of 8

Exhibit 10.1

Shares delivered will be subject to applicable restrictions on their transfer under the laws of such state or, if no exemption from registration is available, the Note will not be convertible.

7.Security. The Notes in the Series are secured by a first priority lien on all assets of the Company, as memorialized by the General Security Agreement and the Intellectual Property Security Agreement between the parties of even date herewith. 

8.Satisfaction and Discharge of Note. This Note will cease to be of further effect (except as to any surviving rights of conversion, transfer, or exchange of Notes herein expressly provided for) when: 

(a)the Company has paid or caused to be paid all sums payable hereunder by the Company, including all principal amounts and interest accrued under the Note (and as applicable, all additional compounded PIK Interest payable to Holder pursuant to Section 4), either in cash or in issuance of Shares upon conversion; and 

(b)the Company has complied with all the conditions precedent herein provided relating to the satisfaction and discharge of this Note. 

9.Events of Default. “Event of Default,” when used herein, whether voluntary, involuntary, or effected by operation of law pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body, or be caused by the provisions of any section herein, means any one of the following events:  

(a)default in the payment of the principal of, together with interest on, any Note in this Series when due, whether at maturity or otherwise;  

(b)default in the performance or breach of any covenant or warranty of the Company in this Note (other than a covenant or warranty, the breach or default in performance of which is elsewhere in this section specifically dealt with), after there has been given to the Company, by registered or certified mail, by either the Lead Investor or holders of a majority in principal amount of the outstanding Notes in this Series including the Lead Investor, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default hereunder;  

(c)the entry of a decree or order by a court having jurisdiction in the premises: (i) adjudging the Company a bankrupt or insolvent under the Federal Bankruptcy Act or any other applicable federal or state law; or (ii) appointing a receiver, liquidator, assignee, trustee, sequestrator, (or other similar official) of the Company or of any substantial part of its property or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days;  

(e)the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent or the consent by it to the institution of bankruptcy or insolvency proceedings against it; or a filing by the Company of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Act or any other applicable federal or state law or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or sequestrator (or other similar official) of the Company or of any substantial part of its property; or the making by the Company of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due; or the taking of corporate action by the Company in furtherance of any such actions; or 

Page 3 of 8

Exhibit 10.1

(f)any Event of Default as defined in the General Security Agreement between the parties of even date herewith.  

10.Acceleration of Maturity. If an Event of Default occurs and is continuing, then, in every such case, either the Lead Investor or holders of a majority in principal amount of the outstanding Notes in this Series including the Lead Investor, may declare the principal of all the Notes to be due and payable immediately by a notice in writing to the Company of the default, and upon any such declaration, the principal and all interest including without limitation PIK Interest accrued under the Notes (and if the Event of Default occurs on or before August 26, 2025, all compounded PIK Interest that would have accrued through August 26, 2025 will become immediately due and payable. At any time after a declaration of acceleration has been made, and before a judgment or decree for payment of money due has been obtained by the holders, either the Lead Investor or the holders of a majority in principal amount of the outstanding Notes in this Series including the Lead Investor by written notice to the Company may rescind and annul the declaration and its consequences, if all Events of Default, other than the nonpayment of the principal and interest of Notes that have become due solely by such acceleration, have been cured or waived. No such rescission will affect any subsequent default or impair any right consequent thereon.   

11.Suits for Enforcement. If an Event of Default occurs and is continuing, either the Lead Investor or the holders of a majority in principal amount of the outstanding Notes in this Series including the Lead Investor may, in their discretion, proceed to protect and enforce their rights by such appropriate judicial proceedings as the holders deem most effectual to protect and enforce any such rights, whether for the specified enforcement of any covenant or agreement under this Note, in aid of the exercise of any power granted herein, or to enforce any other property remedy.  

12.Limitation on Suits. No holder of any Note will have any right to institute any proceedings, judicial or otherwise, with respect to this Note, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless the holder has previously given written notice to the Company of a continuing Event of Default as provided above; it being understood and intended that no one or more holders of Notes will have any right in any manner whatever by virtue of, or by availing of, any provisions of this Note to effect, disturb, or prejudice the right of any other holders of Notes, or to obtain or to seek to obtain priority or preference over any other holders, or to enforce any right under this Note, except in the manner herein provided and for the equal and ratable benefit of all the holders of the Notes.  

13.Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Note to be given or taken by the holder hereof or by the holders of the Notes in this Series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders in person, or by their agent or attorney-in-fact duly appointed in writing; and, except as otherwise expressly provided herein, such action will become effective when the instrument or instruments are delivered to the Company in the manner provided for giving notices herein. Such instrument or instruments, and the action embodied therein or evidenced thereby, are herein sometimes referred to as the “act” of the holders signing the instrument or instruments. Proof of execution of any instrument or of a writing appointing any agent will be sufficient for any purpose of this Note if the fact and date of execution by any person of any the instrument or writing is verified by the affidavit of a witness of the execution. The request, demand, authorization, direction, notice, consent, waiver, or other action by the holder of any Note will bind every Note holder of the same Note and the holder of every Note issued upon the transfer thereof, in exchange therefor, or in lieu thereof in respect of anything done or suffered to be done by any person in reliance thereon, whether notation of the action is made upon the Note.  

Page 4 of 8

Exhibit 10.1

14.Notices. Any and all notices, other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier (with confirmation of delivery); (c) five (5) Business Days after the date mailed in the U.S., by certified or registered mail, return receipt requested, postage prepaid; or (d) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 5:30 p.m. Pacific Standard Time on a Business Day. Such communications must be sent to such party as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section.  

If to the Company, addressed to:

Bakhu Holdings, Corp.

One World Trade Center, Suite 130

Long Beach, California 90831

Attn: Aristotle Popolizio, Vice President

Facsimile: (310) 997-1484

If to the Holder:

At Holder’s address as it appears in the Note register

maintained by the Company.

For the purpose of this Agreement “Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday in the United States or a day on which banking institutions in the State of California are authorized or required by law or other governmental action to close.

15.Adjustment in Conversion. The conversion price and number of shares issuable upon conversion of this Note may be subject to adjustment from time to time as follows: 

(a)If the Company takes a record of the holders of its Shares for the purpose of entitling them to receive a dividend in Shares, the conversion price in effect immediately before the record date will be proportionately decreased, such adjustment to become effective immediately after the opening of business on the day following the record date.  

(b)If the Company subdivides the outstanding Shares into a greater number of Shares, combines the outstanding shares into a smaller number of Shares, or issues by reclassification any of its Shares, the conversion price in effect immediately prior thereto will be adjusted so that the holder of the Note thereafter surrendered for conversion will be entitled to receive after the occurrence of any of the events described that number of Shares to which the holder would have been entitled had the Note been converted immediately prior to the occurrence of such event, such adjustment to become effective immediately after the opening of business on the day following the date upon which the subdivision, combination, or reclassification, as the case may be, becomes effective. 

(c)No fraction of a Share will be issued upon conversion, but in lieu thereof, the Company, notwithstanding any other provision hereof, may pay therefor in cash at the fair value of the fractional Share at the time of conversion.  

(d)Neither the purchase or other acquisition by the Company of any Shares nor the sale or other disposition by the Company of any Shares will affect any adjustment of the  

Page 5 of 8

Exhibit 10.1

conversion price or be taken into account in computing any subsequent adjustment of the conversion price.

(e)If, at any time: 

(i)the Company proposes to pay any dividend payable in Shares upon its Shares or make any distribution, including a cash or property dividend, out of earnings or earned surplus, to the holders of its Shares; 

(ii)the Company proposes to enter any plan of capital reorganization or of reclassification of the Shares of the Company; or  

(iii)the Company proposes to merge, consolidate, or encumber or sell all or substantially all of its assets other than in the ordinary course of business;  

then, in any one or more of said cases, the Company will cause a notice to be mailed to the registered holder of this Note at the holder’s address set forth in the registration records of the Company. Such notice will be solely for the convenience of the registered holder and will not be a condition precedent to, nor will any defect therein or failure in connection therewith affect, the validity of the action proposed to be taken by the Company. Notice will be mailed at least 10 days before the date on which the books of the Company close or a record date is taken for the Share dividend, Share split or reclassification, or consolidation, merger, or sale of the Company’s properties and assets, as the case may be, and will specify the record date for the closing of the transfer books.

16.Restrictions. The holder of this Note, by acceptance hereof, both with respect to the Note and the Shares to be issuable upon conversion of the Note (unless issued pursuant to an effective registration statement under the Securities Act), represents and warrants as follows: 

(a)The Note and the Shares are being acquired for the holder’s own account to be held for investment purposes only and not with a view to or for resale in connection with any distribution of such Note or Shares or any interest therein without registration or other compliance under the Securities Act, and the holder hereof has no direct or indirect participation in any such undertaking or in underwriting such an undertaking.  

(b)The holder hereof has been advised and understands that the Note and the Shares have not been registered under the Securities Act and the Note and the Shares must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from registration is available; except as set forth herein, the Company is under no obligation to register the Note and the Shares under the Securities Act; in the absence of such registration, sale of the Note or Shares may be impracticable; the Company’s registrar and transfer agent will maintain stop-transfer orders against registration of transfer of the Note and the Shares; and the certificates to be issued for any Shares will bear on their face a legend in substantially the following form: 

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state. These securities have been acquired for investment and may not be sold or transferred in the absence of an effective registration or other compliance under the Securities Act or the laws of the applicable state, or a “no-action” or interpretive letter from the U.S.

Page 6 of 8

Exhibit 10.1

Securities and Exchange Commission or an opinion of counsel reasonably satisfactory to the issuer and its counsel to the effect that the sale or transfer is exempt from registration under the Securities Act and such state statutes.

(c)The Company may refuse to transfer the Note and the Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a “no-action” or interpretive response from the SEC to the effect that the transfer is proper; further, unless the letter or opinion states that the Note and/or Shares are free from any restrictions under the Securities Act, the Company may refuse to transfer the Note and/or the Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Note and Shares as set forth herein. The Company may also refuse to transfer the Note or Shares if any circumstances are present reasonably indicating that the transferee’s representations are not accurate.  

17.Registered Holder. The Company may treat the person or persons whose name or names appear hereon as the absolute owner or owners of this Note for the purpose of receiving payment of, or on account of, the principal and interest due on this Note and for all other proposes, and subject to Section 17 the Company will not be affected by any notice to the contrary. 

18.Severability. In case any provision in this Note is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.  

19.Governing Law; Venue. This Note will be governed by and construed and interpreted in accordance with the laws of the State of Nevada, excluding principles of choice or conflicts of law. This Agreement shall be deemed made and entered into in Los Angeles County, State of California and venue for any Proceeding as defined below, in connection with this Agreement shall be in Los Angeles County, California. 

20.Waiver of Jury Trial. The Parties hereto hereby voluntarily and irrevocably waives trial by jury in any Proceeding brought in connection with this Agreement, any of the related agreements and documents, or any of the transactions contemplated hereby or thereby. For purposes of this Agreement, “Proceeding” includes any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of any Party or otherwise and whether civil, criminal, administrative, or investigative, in which a Party was, is, or will be involved as a Party or otherwise. 

21.Legal Holidays. In any case when any date provided herein is not a business day, then (notwithstanding any other provision of this Note), the event required or permitted on such date will be required or permitted, as the case may be, on the next succeeding business day with the same force and effect as if made on the date upon which the event was required or permitted pursuant hereto.  

22.Delay or Omission; No Waiver. No delay or omission of any holder of the Note to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or acquiescence therein. Every right or remedy given hereby or by law may be exercised from time to time and as often as may be deemed expedient.  

23.Miscellaneous. This Note is subject to the following additional terms and conditions:  

Page 7 of 8

Exhibit 10.1

(a)If this Note is placed with an attorney for collection or if suit be instituted for collection, or if any other remedy provided by law is pursued by the registered holder hereof because of any default in the terms and conditions herein, then, in either event, the Company agrees to pay reasonable attorneys’ fees, costs, and other expenses incurred by the registered holder hereof in so doing.  

(b)Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Note will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. All remedies conferred on the registered holder of this Note will be cumulative, and none is exclusive. All remedies may be exercised concurrently or consecutively at the registered holder’s option.  

(c)This Note is non-negotiable and may be assigned and transferred only in compliance with the provisions of section 16 hereof.  

(d)The makers, guarantors, and endorsers hereof severally waive presentment for payment, protest, and notice of protest and nonpayment of this Note.  

Dated: ___________________

BAKHU HOLDINGS, CORP.

________________________________________________ 

 By:  Aristotle Popolizio 

Title: Vice President and Secretary

Attest:

________________________________________________ 

 By:  Juan Carlos Garcia La Sienra Garcia 

Title: Chief Executive Officer

Page 8 of 8

Exhibit 10.1

NOTICE OF CONVERSION

[date]

Bakhu Holdings, Corp.

One World Trade Center, Suite 130

Long Beach, California 90831

Attn: Chief Financial Officer

Re:Conversion of Note 

Gentlemen:

The undersigned owner of this Note hereby irrevocably exercises the option to convert this Note or the portion hereof designated, into shares of common stock, par value $0.001 per share, of Bakhu Holdings, Corp., in accordance with the terms of this Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay any transfer taxes payable with respect thereto.  

(signature)

FILL IN FOR REGISTRATION

OF SHARES:

(Printed Name)(Social Security or other identifying number) 

(Street Address)(City/State/Zip Code) 

Portion to be converted (if less than all)

Neither this Warrant nor the securities purchasable on the exercise of this Warrant have been registered with the U.S. Securities and Exchange Commission or the securities regulatory authority of any state in reliance upon an exemption or limited preemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws, and, accordingly, may not be offered or sold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws.

WARRANT TO PURCHASE

COMMON STOCK

OF

BAKHU HOLDINGS, CORP.

THIS WARRANT (this “Warrant”) certifies that, for value received, _____________________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof and on or before the close of business on February 26, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BAKHU HOLDINGS, CORP., a Nevada corporation (the “Company”), shares of the Company’s common stock, par value $0.001 (the “Warrant Shares”).  The maximum number of shares that Holder may subscribe for and purchase from the Company pursuant to this Warrant will be determined by (1) adding the original principal amount of that certain Convertible Senior Secured Promissory Note of even date herewith issued by the Company to Holder (the “Convertible Note”), plus all interest paid or payable to Holder as of the date of exercise of this Warrant and (2) dividing that sum by the Exercise Price as defined in subsection 1(b). The purchase price of one share of common stock under this Warrant will be equal to the Exercise Price. 

Section 1.Exercise. 

(a)Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or before the Termination Date, by delivery of a duly executed Notice of Exercise, in the form annexed hereto, and payment of the aggregate Exercise Price for the Warrant Shares thereby purchased by wire transfer of immediately available federal funds (or by cashless exercise), to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address appearing on the books of the Company). Notwithstanding anything herein to the contrary, Holder will not be required to physically surrender this Warrant to the Company until Holder has purchased all Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, Holder will surrender this Warrant to the Company for cancellation by the final Warrant Share Delivery Date (as defined below). Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Holder and the Company will maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company will deliver any objection to any Notice of Exercise within one trading day of receipt of the notice. In the event of any dispute or discrepancy, the records of Holder will  

Page 1

Exhibit 10.2

be controlling and determinative in the absence of manifest error. Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b)Exercise Price. The exercise price per share of common stock under this Warrant shall be fifty cent ($0.50), subject to adjustment as set forth herein (the “Exercise Price”). 

(c)Net Exercise.  

(i)Holder’s Exercise. At any time or times on or before the Termination Date, and in whole or in part, this Warrant may also be exercised at such time by means of a “net exercise” in which Holder will be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing: the product of [(1-2) x (3)] by (1), where: 

(1) =the VWAP on the trading day immediately preceding the date of the election; 

(2) =the Exercise Price, as adjusted per any of the adjustment provisions of Section 2 below; and  

(3) =the number of Warrant Shares issuable in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise. 

(ii)Automatic Exercise. Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant will be automatically exercised via cashless exercise pursuant to this section. 

(iii)VWAP. As used herein, “VWAP” means, for any date, the average of the closing bid and asked price of common stock for that date (or the nearest preceding date) on the principal trading market on which the common stock is then listed or quoted for trading, as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); or if the common stock is not then publicly traded, the fair market value of a share of common stock, as determined by an independent appraiser selected in good faith by Holder and reasonably acceptable to the Company; provided however, that if this Warrant is exercised in connection with a firm commitment underwritten public offering of the Company’s common stock with an aggregate offering price of at least $20 million pursuant to a registration statement under the Securities Act that is declared effective by acceleration, the fair market value shall be the product of (a) the per share offering price to the public and (b) the number of shares of Common Stock into which each share is convertible at the time of such exercise, and further provided, that if this Warrant is exercised in connection with a Fundamental Transaction (as defined herein), fair market value shall deemed to be the value received by the holder of a share of common stock (or such stock or other securities at the time receivable upon the exercise of this Warrant) pursuant to such Fundamental Transaction.  

Page 2

Exhibit 10.2

(d)Exercise Limitations.  

(i)Filings Under Williams Act. If the Holder exercises the Warrant and if doing so would require filings under the Williams Act, the Holder will timely make all necessary Williams Act filings.  

(ii)Determining Outstanding Shares. In addition, a determination as to any group status as contemplated above will be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this section, in determining the number of outstanding shares of common stock, Holder may rely on the number of outstanding shares of common stock as reflected in: (1) the Company’s most recent Form 10-Q or Form 10-K, as the case may be; (2) a more recent public announcement by the Company; or (3) any other notice by the Company or its transfer agent setting forth the number of shares of common stock outstanding. Upon Holders’ written or oral request, the Company will, within two trading days, confirm orally and in writing to Holder the number of shares of common stock then outstanding. In any case, the number of outstanding shares of common stock will be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by Holder or its affiliates since the date as of which such number of outstanding shares of common stock was reported. 

(iii)Survival. The limitations contained in this section will apply separately to successor holders of all or portions of this Warrant. 

(e)Mechanics of Exercise.  

(i)Authorization of Warrant Shares. The Company covenants that all Warrant Shares that may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges created by the Company respecting the issue thereof (other than taxes for any transfer occurring contemporaneously with such issue). 

(ii)Delivery of Certificates upon Exercise. Certificates for shares purchased hereunder will be transmitted by the Company or its transfer agent to Holder by delivering such certificate to Holder to the address specified by Holder in the Notice of Exercise or, at Holder’s direction, by crediting the account of Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system if the Company or its transfer agent is a participant in such system, within three (3) trading days from the delivery to the Company of the Notice of Exercise (“Warrant Share Delivery Date”), surrender of this Warrant (if required), and payment of the aggregate Exercise Price as set forth above. This Warrant will be deemed to have been exercised on the date that the Holder provides notice of exercise of this Warrant to the Company, provided that the Exercise Price (if any) is received by the Company within five (5) business days of such notice. The Warrant Shares will be deemed to have been issued and Holder, or any other person so designated therein, will be deemed to have become a holder of record of such shares for all purposes as of the date the Warrant is exercised by the Holder. 

(iii)Delivery of New Warrant upon Exercise. If this Warrant is exercised in part, the Company will, at the request of Holder and upon surrender of this Warrant at the  

Page 3

Exhibit 10.2

time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which will in all other respects be identical with this Warrant.

(iv)Rescission Rights. If the Company fails to deliver or cause its transfer agent to transmit to Holder a certificate or certificates representing the Warrant Shares pursuant to this section by the Warrant Share Delivery Date, then Holder will have the right to rescind such exercise. 

(v)No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares will be issued upon the exercise of this Warrant. As to any fraction of a share that Holder would otherwise be entitled to purchase upon exercise, the Company will, at its election, either pay a cash adjustment for the final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share. 

(vi)Charges, Taxes, and Expenses. The Company will issue the certificates for Warrant Shares without charge to Holder for any issue or transfer tax or other incidental expense, all of which will be paid by the Company, in the name of Holder or in such name or names as may be directed by Holder. 

(vii)Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this Warrant pursuant to the terms hereof. 

Section 2.Certain Adjustments. 

(a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its common stock or any other equity or equity equivalent securities payable in shares of common stock (which, for the avoidance of doubt, will not include any Warrant Shares); (ii) subdivides outstanding shares of common stock into a larger number of shares; (iii) combines (including by way of reverse-stock-split) outstanding shares of common stock into a smaller number of shares; or (iv) issues by reclassification any shares of capital stock of the Company; then in each case, the Exercise Price will be multiplied by a fraction, the numerator of which will be the number of shares of common stock (excluding treasury shares, if any) outstanding immediately before such event and the denominator of which will be the number of shares of common stock outstanding immediately after such event, and the number of Warrant Shares issuable will be proportionately adjusted. Any adjustment made pursuant to this section will become effective immediately after the record date for the determination of stockholders entitled to receive the dividend or distribution and will become effective immediately after the effective date in the case of a subdivision, combination, or reclassification. 

(b)Subsequent Equity Sales. If the Company, at any time while this Warrant is outstanding, sells or grants any option to purchase or sell, grants any right to reprice its securities, or otherwise disposes of or issues (or announces any offer, sale, grant, or option to purchase or other disposition) any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per-share less than the then Exercise Price (such lower price, the “Base Share Price,” and such issuance, a “Dilutive Issuance”), then the Exercise Price will be reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder will be increased such that the aggregate Exercise Price payable hereunder, after taking  

Page 4

Exhibit 10.2

into account the decrease in the Exercise Price, will be equal to the aggregate Exercise Price prior to such adjustment. If the holder of the common stock or common stock equivalents so issued, at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share that are issued in connection with such issuance, is entitled to receive shares of common stock at an effective price per share that is less than the Exercise Price, such issuance will be deemed to have occurred for less than the Exercise Price on the date of the Dilutive Issuance. This adjustment will be made whenever such common stock or common stock equivalents are issued. The Company will notify Holder in writing, no later than the trading day following the issuance of any common stock or common stock equivalents subject to this subsection, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, and other pricing terms. For purposes of clarification, whether or not the Company provides notice pursuant to this subsection 2(b) upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Holder is entitled to receive that number of Warrant Shares based upon the Base Share Price regardless of whether Holder accurately refers to the Base Share Price in the Notice of Exercise.

(c)Subsequent Rights Offerings. If the Company, at any time while the Warrant is outstanding, issues rights, options, or warrants to all holders of common stock or shares issuable upon conversion of securities convertible into common stock (but not to Holder) entitling them to subscribe for or purchase shares of common stock at a price per share less than the VWAP at the record date mentioned below, then the Exercise Price will be multiplied by a fraction, of which the denominator will be the number of shares of common stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of common stock offered for subscription or purchase and the numerator will be the number of shares of common stock outstanding on the date of issuance of such rights or warrants plus the number of shares that the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options, or warrants) would purchase at VWAP. This adjustment will be made whenever such rights, options, or warrants are issued and will become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options, or warrants. 

(d)Pro Rata Distributions. If the Company, at any time before the Termination Date, distributes to all holders of common stock (and not to Holder) evidences of its indebtedness receivable or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the common stock (which shall be subject to subsection 2(a)), then in each such case, the Exercise Price will be adjusted by reducing the then-applicable Exercise Price by an amount equal to the amount of Company indebtedness or assets so distributed applicable to one outstanding share of common stock as determined by the board of directors in good faith. The adjustment will be described in a statement promptly provided to Holder. This adjustment will be made whenever any such distribution is made and will become effective immediately after the record date mentioned above. 

(e)Fundamental Transaction. If, at any time while this Warrant is outstanding: (i) the Company effects any merger or consolidation of the Company with or into another corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity, or group (as defined in Section 13(d) of the Exchange Act); (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions; (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of common stock are permitted to tender or exchange their shares for other securities, cash, or property; or (iv) the Company affects any reclassification  

Page 5

Exhibit 10.2

of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash, or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, Holder will have the right to receive for each Warrant Share that would have been issuable upon exercise immediately before the occurrence of the Fundamental Transaction, at the option of Holder: (x) upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation, or disposition of assets by Holder for the number of shares of common stock for which this Warrant is exercisable immediately before such event; or (xi) if the Company is acquired in an all-cash transaction, cash equal to the value of this Warrant as determined in accordance with the Black-Scholes option-pricing formula (as of the date hereof). For purposes of any such exercise, the determination of the Exercise Price will be appropriately adjusted to apply to the Alternate Consideration based on the amount of Alternate Consideration issuable for one share of common stock in the Fundamental Transaction, and the Company will apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of common stock are given any choice as to the securities, cash, or property to be received in a Fundamental Transaction, then Holder will be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following a Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in a Fundamental Transaction will issue to Holder a new warrant consistent with the foregoing provisions and evidencing Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected will include terms requiring any successor or surviving entity to comply with the provisions of this section and ensuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(f)Calculations. All calculations under this section will be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this section, the number of shares of common stock deemed to be issued and outstanding as of a given date will be the sum of the number of shares of common stock issued and outstanding. 

(g)Voluntary Adjustment by Company. The Company may, at any time during the term of this Warrant, reduce the then-current Exercise Price to any amount and for any period of time deemed appropriate by its board of directors. 

(h)Notice to Holder. 

(i)Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this section, the Company will promptly mail to Holder a notice setting forth the Exercise Price after such adjustment and a brief statement of the facts requiring the adjustment. If the Company issues a variable rate security, the Company will be deemed to have issued common stock or common stock equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised in the case of a variable rate transaction. 

(ii)Notice to Allow Exercise by Holder. If: (1) the Company declares a dividend (or any other distribution in whatever form) on the common stock; (2) the Company declares a special nonrecurring cash dividend on, or a redemption of, the  

Page 6

Exhibit 10.2

common stock; (3) the Company authorizes the granting to all holders of the common stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (4) the approval of any stockholders of the Company is required in connection with any reclassification of the common stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the common stock is converted into other securities, cash, or property; (5) the Company authorizes the voluntary or involuntary dissolution, liquidation, or winding up of its affairs; then, in each case, the Company will cause to be mailed to Holder, at least 20 calendar days before the applicable record or effective date hereinafter specified, a notice stating: (A) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights, or warrants, or if a record is not to be taken, the date as of which the holders of the common stock of record to be entitled to the dividend, distributions, redemption, rights or warrants are to be determined; and/or (B) the date on which such reclassification, consolidation, merger, sale, transfer, or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the common stock of record will be entitled to exchange their shares of common stock for securities, cash, or other property deliverable upon the reclassification, consolidation, merger, sale, transfer, or share exchange. The failure to mail such notice or any defect therein or in the mailing thereof will not affect the validity of the corporate action required to be specified in the notice. Holder is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice or until the effective date of the event triggering such notice.

Section 3.Transfer of Warrant. 

(a)Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in subsection 3(d) hereof, this Warrant and all rights hereunder (including any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written Assignment, in the form attached hereto, duly executed by Holder or its agent or attorney. Upon surrender and, if required, payment, the Company will execute and deliver a new Warrant (or Warrants) in the name of the assignee (or assignees) and in the denomination (or denominations) specified in the Assignment and will issue to Holder a new Warrant evidencing the unassigned portion of this Warrant, and this Warrant will promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. 

(b)New Warrants. This Warrant may be divided or combined with other warrants upon presentation hereof at the Company’s office, together with a written notice specifying the names and denominations in which new warrants are to be issued and signed by Holder or its agent or attorney. Subject to compliance with subsection 3(a), as to any transfer that may be involved in a division or combination, the Company will execute and deliver a new Warrant or Warrants in exchange for the Warrant or warrants to be divided or combined in accordance with such notice. 

(c)Warrant Register. The Company will register this Warrant, upon records maintained by the Company for that purpose, in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner for the purpose of any exercise hereof or any distribution to Holder and for all other purposes, absent actual notice to the contrary. 

Page 7

Exhibit 10.2

Section 4.Miscellaneous. 

(a)No Rights as Stockholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a stockholder of the Company before the exercise hereof as set forth in subsection 1(e)(ii). 

(b)Loss, Theft, Destruction, or Mutilation of Warrant. The Company covenants that upon receipt of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, will not include the posting of any bond) or if mutilated, upon surrender and cancellation of the Warrant or stock certificate, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of the cancellation, in lieu of such Warrant or stock certificate. 

(c)Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein is not a trading day, then the action may be taken or the right may be exercised on the next succeeding trading day. 

(d)Authorized Shares.  

(i)Share Reserve. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued common stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  

(ii)Legal Issuance. The Company further covenants that its issuance of this Warrant constitutes full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all reasonable action as may be necessary to assure that the Warrant Shares may be issued as provided herein without violation of any applicable law and regulation or of any requirements of the trading market upon which the common stock may be listed. 

(iii)No Impairment. Except and to the extent as waived or consented to by Holder, the Company will not by any action, including amending its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to  

Page 8

Exhibit 10.2

avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all terms and in the taking of all actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will: (1) not increase the par value of any Warrant Shares above the amount payable therefor upon exercise immediately before such increase in par value; (2) take all action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant; and (3) use commercially reasonable efforts to obtain all authorizations, exemptions, or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

(iv)Required Consents. Before taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company will obtain all authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 

(e)Governing Law; Venue. This Warrant will be governed by and construed and interpreted in accordance with the laws of the state of Nevada, excluding principles of choice or conflicts of law. This Warrant shall be deemed made and entered into in Los Angeles County, state of California and venue for any Proceeding as defined below, in connection with this Warrant shall be in Los Angeles County, California. 

(f)Waiver of Jury Trial. The Parties hereto hereby voluntarily and irrevocably waives trial by jury in any Proceeding brought in connection with this Agreement, any of the related agreements and documents, or any of the transactions contemplated hereby or thereby. For purposes of this Agreement, “Proceeding” includes any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of any Party or otherwise and whether civil, criminal, administrative, or investigative, in which a Party was, is, or will be involved as a Party or otherwise. 

(f)Restrictions. Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 

(g)Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder will operate as a waiver of such right or otherwise prejudice Holder’s rights, powers, or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any damages to Holder, the Company will pay to Holder such amounts as shall be sufficient to cover any costs and expenses, including reasonable attorneys’ fees (including those of appellate proceedings), incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers, or remedies hereunder. 

(h)Notices. Any and all notices, other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on (i) when delivered by hand; (ii) when received by the addressee (but not more than two (2) days after) delivery by a nationally recognized overnight courier (with confirmation of delivery); (iii)  

Page 9

Exhibit 10.2

three (3) Business Days after the date mailed in the U.S., by certified or registered mail, return receipt requested, postage prepaid; or (iv) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 5:30 p.m. Pacific Standard Time on a Business Day. Such communications must be sent to such party as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section.

If to the Company, addressed to:

Bakhu Holdings, Corp.

One World Trade Center, Suite 130

Long Beach, California 90831

Attn: Aristotle Popolizio, Vice President

Facsimile: (310) 997-1484

If to the Holder:

At Holder’s address as it appears in the Warrant register maintained by the

Company.

For the purpose of this Warrant, “Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday in the United States or a day on which banking institutions in the state of California are authorized or required by law or other governmental action to close.

(i)Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, will give rise to any liability of Holder for the purchase price of any common stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. 

(j)Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. 

(k)Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby will inure to the benefit of, and be binding upon, the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and will be enforceable by any holder of Warrant Shares. 

(l)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of both the Company and Holder. 

(m)Severability. Wherever possible, each provision of this Warrant will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, that provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Warrant. 

Page 10

Exhibit 10.2

(n)Headings. The headings used in this Warrant are for the convenience of reference only and will not, for any purpose, be deemed a part of this Warrant. 

********************

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

Dated and effective as of February 26, 2024.

BAKHU HOLDINGS, CORP.

________________________________________________ 

 By: Aristotle Popolizio 

Title:  Vice President and Secretary

________________________________________________

 By: Juan Carlos Garcia La Sienra Garcia 

Title:  Chief Financial Officer

Page 11

EXHIBIT A

NOTICE OF EXERCISE

TO:BAKHU HOLDINGS, CORP. 

1.The undersigned hereby elects to purchase ________ Warrant Shares pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the Exercise Price in full, together with all applicable transfer taxes, if any. 

2.Payment will take the form of (check applicable box): 

[  ]in lawful money of the United States; or 

[  ]the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(c), to exercise this Warrant for the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(c). 

3.Please issue a certificate or certificates representing the Warrant Shares in the name of the undersigned or in such other name as is specified below: 

_______________________________________________

4.The Warrant Shares will be delivered to the following DWAC Account Number or by physical delivery of a certificate to: 

_______________________________

_______________________________

_______________________________

5.The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. 

(signature)

(printed name)

Date: _________________

EXHIBIT B

ASSIGNMENT

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, [all or _______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

________________________________________________, whose address is

_______________________________________________________________

_______________________________________________________________.

Dated:  ______________, _______ 

(signature)

(printed name)

Signature Guaranteed: ________________________________________

NOTE: The signature to this Assignment must correspond with the name as it appears on the face of the Warrant, without alteration, enlargement, or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

GENERAL SECURITY AGREEMENT

THIS GENERAL SECURITY AGREEMENT (“Agreement”) entered into and effective as of the February 26, 2024 (the ‘Effective Date”), is entered into by, between, and among BAKHU HOLDINGS, CORP., a Nevada corporation (“Debtor”), and the several secured parties listed on Appendix A and signatories hereto on counterpart signature pages hereof (each, a “Secured Party,” and collectively, the “Secured Parties”), who are the holders of a series of promissory notes issued by Debtor and designated as the Convertible Senior Secured Promissory Notes in the aggregate principal amount of up to $20,000,000 (the “Notes”) issued pursuant to that certain Securities Purchase Agreement of even date herewith.  

PREMISES

WHEREAS, Debtor has, effective this date, issued the Notes to the Secured Parties evidencing Debtor’s obligation to pay the amounts evidenced by the Notes.  

WHEREAS, it is a condition precedent to Secured Parties extending credit to Debtor under the Notes that Debtor execute and deliver to Secured Parties a security agreement in substantially the form hereof.  

WHEREAS, Debtor wishes to grant a first priority security interest in favor of Secured Parties as herein provided.  

AGREEMENT

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

2.Grant of Security Interest. Debtor hereby grants to Secured Parties, to secure the payment and performance in full of all the Obligations, a first priority security interest in, and so pledges and assigns to Secured Parties, the following properties, assets, and rights of Debtor, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof (all of the same being hereinafter called the “Collateral”): all personal and fixture property of every kind and nature, including all goods (including inventory, equipment, and any accessions thereto), instruments (including promissory notes), documents, receivable records, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance  

Page 1 of 17

Exhibit 10.3

policies, claims, and proceeds, intellectual property and all other general intangibles (including all payment intangibles). Secured Parties acknowledge that the attachment of their security interest in any additional commercial tort claim as original collateral is subject to Debtor’s compliance with subsection 4(g).

3.Authorization To File Financing Statements. Debtor hereby irrevocably authorizes Secured Parties, at any time and from time to time, to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that: (a) indicate the Collateral: (i) as all assets of Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction; or (ii) as being of an equal or lesser scope or with greater detail; and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including: (i) whether Debtor is an organization, the type of organization, and any organizational identification number issued to Debtor; and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Debtor agrees to furnish any such information to Secured Parties promptly upon Secured Parties’ request. Debtor also ratifies its authorization for Secured Parties to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. 

4.Other Actions. To further the attachment, perfection, and first priority of, and the ability of Secured Parties to enforce, Secured Parties’ security interest in the Collateral, and without limitation on Debtor’s other obligations in this Agreement, Debtor agrees, in each case at Debtor’s expense, to take the following actions with respect to the following Collateral. 

(a)If Debtor at any time holds or acquires any promissory notes or tangible chattel paper, Debtor will forthwith endorse, assign, and deliver the same to Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Parties may specify from time to time. 

(b)Upon the further request of Secured Parties, for each deposit account that Debtor at any time opens or maintains, Debtor will, with the consent of each depositary bank, enter into a cash collateral agreement and a deposit agreement (collectively, the “Control Agreements”) which give the Secured Parties access and control over the Debtor’s bank accounts in the event of a Default, as defined herein. In addition, if for any reason such Control Agreements are not entered into, then, at Secured Parties’ request and option, pursuant to an agreement in form and substance satisfactory to Secured Parties, either, in the event of Default: (i) cause the depositary bank to comply at any time with instructions from Secured Parties to such depositary bank directing the disposition of funds credited to such deposit account from time to time, without further consent of Debtor; or (ii) arrange for Secured Parties to become the customer of the depositary bank with respect to the deposit account, with Debtor being permitted, only with the consent of Secured Parties, to exercise rights to withdraw funds from such deposit account. The provisions of this section will not apply to: (x) a deposit account for which Secured Parties are the depositary bank and are in automatic control; and (y) deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Debtor’s salaried employees.  

(c)If Debtor at any time holds or acquires any certificated securities, Debtor will forthwith endorse, assign, and deliver the same to Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Parties may specify from time to time. If any securities now or hereafter acquired by Debtor are uncertificated and are  

Page 2 of 17

Exhibit 10.3

issued to Debtor or its nominee directly by the issuer thereof, Debtor will immediately notify Secured Parties thereof and, at Secured Parties’ request and option, pursuant to an agreement in form and substance satisfactory to Secured Parties, either: (i) cause the issuer to agree to comply with instructions from Secured Parties as to such securities, without further consent of Debtor or such nominee; or (ii) arrange for Secured Parties to become the registered owners of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Debtor is held by Debtor or its nominee through a securities intermediary or commodity intermediary, Debtor will immediately notify Secured Parties thereof and, at Secured Parties’ request and option, pursuant to an agreement in form and substance satisfactory to Secured Parties, either: (x) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from Secured Parties to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Parties to such commodity intermediary, in each case without further consent of Debtor or such nominee; or (xi) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Parties to become the entitlement holders with respect to such investment property, with Debtor being permitted, only with the consent of Secured Parties, to exercise rights to withdraw or otherwise deal with such investment property. The provisions of this section will not apply to any financial assets credited to a securities account for which Secured Parties are the securities intermediary.

(d)If any Collateral is at any time in the possession of a bailee, Debtor will promptly notify Secured Parties thereof and, at Secured Parties’ request and option, will promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to Secured Parties, that the bailee holds such Collateral for the benefit of Secured Parties, and that such bailee agrees to comply, without further consent of Debtor, with instructions from Secured Parties as to such Collateral.  

(e)If Debtor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, Debtor will promptly notify Secured Parties thereof and, at the request and option of Secured Parties, will take such action as Secured Parties may reasonably request to vest in Secured Parties control under Section 9-105 of the Uniform Commercial Code of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act as in effect in such jurisdiction of such transferable record.  

(f)If Debtor is at any time a beneficiary under a letter of credit, Debtor will promptly notify Secured Parties thereof and, at the request and option of Secured Parties, Debtor will, pursuant to an agreement in form and substance satisfactory to Secured Parties, either: (i) arrange for the issuer and any confirmer or other nominated Person of such letter of credit to consent to an assignment to Secured Parties of the proceeds of the letter of credit; or (ii) arrange for Secured Parties to become the transferee beneficiaries of the letter of credit, with Secured Parties agreeing, in each case, that the proceeds of the letter to credit are to be applied as provided in the Notes. 

(g)If Debtor at any time holds or acquires a commercial tort claim, Debtor will immediately notify Secured Parties in a writing signed by Debtor of the particulars thereof and grant to Secured Parties in such writing a security interest therein and in the proceeds thereof, all  

Page 3 of 17

Exhibit 10.3

upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Parties.

(h)Debtor further agrees to forthwith obtain waivers from mortgagees and landlords in form and substance satisfactory to Secured Parties to allow the Secured Parties access to any real property in which any of the Collateral is located in the event of a Default, and, at the request and option of Secured Parties, to take all other actions Secured Parties may determine to be necessary or useful for the attachment, perfection, and first priority of, and the ability of Secured Parties to enforce, Secured Parties’ security interest in all of the Collateral, including: (i) executing, delivering, and where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code (and pay the cost of filing or recording the same or this Agreement in all public offices deemed necessary or appropriate by Secured Parties), to the extent, if any, that Debtor’s signature thereon is required therefore; (ii) causing Secured Parties’ names to be noted as secured parties on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Secured Parties to enforce, Secured Parties’ security interest in such Collateral, and upon request of Secured Parties, to stamp on any other records concerning the Collateral (and/or enter in any computer records concerning the Collateral) a notation, in form satisfactory to Secured Parties, of the security interest of Secured Parties hereunder; (iii) complying with any provision of any statute, regulation, or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Parties to enforce, Secured Parties’ security interest in such Collateral; (iv) obtaining governmental and other third-party waivers, consents, and approvals in form and substance satisfactory to Secured Parties, including any consent of any licensor, lessor, or other Person obligated on Collateral; and (v) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by Secured Parties to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction. 

5.Intellectual Property Security Agreement. Concurrently herewith, Debtor is executing and delivering to Secured Parties an Intellectual Property Security Agreement pursuant to which Debtor is pledging to Secured Parties all IP Collateral (as defined therein). In the event of any conflict between the terms of this Agreement and the terms of the Intellectual Property Security Agreement, terms of the Intellectual Property Security Agreement shall control; in all other respects (including where the terms of the Intellectual Property Security Agreement are silent), the terms of this Agreement shall control.  Debtor hereby irrevocably authorizes Secured Parties, at any time and from time to time, to file with the U.S. Patent and Trademark Office and other appropriate agencies or authorities the Intellectual Property Security Agreement and such other documents as the Secured Parties may determine to be necessary or useful for the attachment, perfection, and first priority of, and the ability of Secured Parties to enforce, Secured Parties’ security interest in all of the IP Collateral. 

6.Representations and Warranties Concerning Debtor’s Legal Status.  

(a)To facilitate perfection of the security interest granted hereby, Debtor represents and warrants to Secured Parties as follows:  

(i)Debtor’s exact legal name is Bakhu Holdings, Corp.  

(ii)Debtor is a corporation organized under the laws of Nevada. 

(iii)the Debtor’s entity identification number in Nevada is E0273542008-5.  

Page 4 of 17

Exhibit 10.3

(iv)Debtor’s place of business and mailing address is One World Trade Center, Suite 130, Long Beach, California 9083.   

(b)Debtor has taken all action required by law, its charter documents, or otherwise to authorize the execution and delivery of this Agreement and the consummation of the transactions herein contemplated. Debtor has full power and authority to execute, deliver, and perform this Agreement. This Agreement is the legal, valid, and binding agreement of Debtor enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, or other laws affecting enforcement of secured parties’ rights generally and by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not: (i) violate any provision of Debtor’s charter documents; (ii) violate, conflict with, result in a breach of the terms, conditions or provisions of, constitute a default, an event of default, or an event creating rights of acceleration, termination, cancellation, or a loss of rights under, or result in the creation or imposition of any encumbrance upon any of the Collateral, under any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction, or obligation to which Debtor or any of the Collateral is subject or by which Debtor is bound; or (iii) result in the creation or imposition of any Encumbrance upon any of the Collateral. 

7.Covenants Concerning Debtor’s Legal Status. Debtor covenants with Secured Parties as follows: (a) without providing at least 30 days’ prior written notice to Secured Parties, Debtor will not change its name, its place of business or, if more than one, its primary executive headquarters, its mailing address, or organizational identification number (if it has one); (b) if Debtor does not have an organizational identification number and later obtains one, Debtor will forthwith notify Secured Parties of such organizational identification number; (c) Debtor will not change its type of organization, jurisdiction of organization, or other legal structure; (d) Debtor will use its best efforts consistent with prudent business practices to preserve and maintain its business and business organization intact; to preserve its goodwill; to pay its obligations as they mature; to retain its employees; and to retain its relationships with customers; and (e) without Secured Parties’ prior written consent, Debtor will not enter into any agreement for the sale of (i) any of the IP Collateral or (ii) all or substantially all of its assets. 

8.Representations and Warranties Concerning Collateral, etc. Debtor further represents and warrants to Secured Parties as follows: (a) Debtor is the owner of the Collateral, free from any right or claim or any Person or any adverse lien, security interest, or other Encumbrance, except for the security interest created by this Agreement, and all information with respect to the Collateral set forth in any schedule, certificate, or other writing at any time heretofore or hereafter furnished by Debtor to Secured Parties, and all other written information heretofore or hereafter furnished by Debtor to Secured Parties, is and will be true and correct as of the date furnished; (b) none of the Collateral constitutes, or is the proceeds of, “farm products” as defined in Section 9-102(a)(34) of the Uniform Commercial Code of the State; (c) none of the account debtors or other Persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state, or local statute or rule in respect of such Collateral; (d) Debtor holds no commercial tort claim except as indicated on the Perfection Certificate; (e) Debtor has at all times operated its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state, and local statutes and ordinances dealing with the control, shipment, and storage or disposal of hazardous materials or substances; (f) all other information set forth on the Perfection Certificate pertaining to the Collateral is accurate and complete; and (g) there has been no change in any information provided in the Perfection Certificate since the date on which it was executed by Debtor. 

Page 5 of 17

Exhibit 10.3

9.Covenants Concerning Collateral, etc. Debtor further covenants with Secured Parties as follows: (a) the Collateral, to the extent not delivered to Secured Parties pursuant to section 4, will be kept at those locations listed on the Perfection Certificate and Debtor will not remove the Collateral from such locations, without providing at least 30 days’ prior written notice to Secured Parties; (b) except for the security interest herein granted, Debtor will be the owner of the Collateral free from any right or claim of any other Person, lien, security interest, or other encumbrance, and Debtor will defend the same against all claims and demands of all Persons at any time claiming the same or any interests therein adverse to Secured Parties; (c) Debtor will not pledge, mortgage, or create or suffer to exist any right of any Person in or claim by any Person to the Collateral, or any security interest, lien, or encumbrance in the Collateral in favor of any Person, other than Secured Parties; (d) Debtor will keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon; (e) Debtor will keep the Collateral separate and identifiable; (f) Debtor will permit Secured Parties or their designee to inspect the Collateral at any reasonable time, wherever located; (g) Debtor will keep its records concerning accounts and general intangibles at the location disclosed to Secured Parties, which records will be of such character as will enable Secured Parties or their designee to determine at any time the status thereof; (h) Debtor will timely file and pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of such Collateral or this Agreement, and will comply with all laws, rules, and regulations relating to the Collateral; (i) Debtor will continue to operate its business in compliance with all applicable provisions of the federal Fair Labor Standards Act, as amended, and with all applicable provisions of federal, state, and local statutes, and ordinances dealing with the control, shipment, and storage or disposal of hazardous materials or substances; and (j) Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of the Collateral or any interest therein except for sales and leases of inventory and licenses of general intangibles in the ordinary course of business. 

10.Default. An “Event of Default” will be deemed to have occurred upon the happening of any of the following events or conditions: 

(a)The failure or refusal of Debtor to pay principal of or interest on the Notes or any Obligation when the same becomes due in accordance with the terms thereof. 

(b)The failure or refusal of Debtor punctually and properly to perform, observe, and comply with any covenant or agreement contained in the Notes or in any other Transaction Document or any Obligation. 

(c)The failure or refusal of Debtor punctually and properly to perform, observe, and comply with any covenant or agreement contained in this Agreement, and such failure or refusal continues for a period of 10 days after Debtor has notice thereof. 

(d)Debtor: (i) suspends or discontinues its business; (ii) voluntarily seeks, consents to, or acquiesces in the benefit or benefits of any Debtor Relief Law (defined hereinafter); or (iii) 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 Secured Parties granted herein (unless, in the event such proceeding is involuntary, the petition instituting same is dismissed within 60 days of the filing of same). “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 debtors generally. “Rights” means rights, remedies, powers, and privileges. “Laws” means all applicable statutes, laws, ordinances, regulations, orders, writs,  

Page 6 of 17

Exhibit 10.3

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.

(e)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 Debtor, or the loss, theft, destruction of, or substantial damage to a material part of the assets of Debtor, except to the extent adequately covered by insurance. 

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

(g)Debtor defaults in the payment of any assumed loan, note, or lease agreement beyond any period of grace provided with respect thereto unless the validity or amount of such obligation is contested by Debtor, as the case may be, in good faith. 

(h)The discovery by Secured Parties that any statement, representation, or warranty herein or in any writing ever delivered to Secured Parties pursuant to the Notes or this Agreement is false, misleading, or erroneous in any material respect. 

(i)Any lien purported to be created under this Agreement, the Intellectual Property Security Agreement or any other security document shall cease to be, or shall be asserted by Debtor in writing not to be, a valid and perfected lien on any Collateral, with the priority required by such security document, and such event could reasonably be expected to have a Material Adverse Effect (as defined below) on the Debtor’s ability to meet the Obligations. 

(j)A Material Adverse Effect, as defined below, shall have occurred. 

For purposes of this section, “Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any instrument evidencing the Obligation (“Transaction Documents”), (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations. However, a Material Adverse Effect shall not be deemed to have occurred, if such negative effect resulted from any of the following circumstances, occurrences, changes, events, developments or states of facts: (a) any change in general legal or regulatory statutes and conditions in the industry or markets in which the Company or any of its Subsidiaries operates or is involved, or (b) any natural disasters, commencement or escalation of war, material armed hostilities, sabotage or terrorist activities or other material international or national calamity or act of terrorism directly affecting both the U.S. and the Company.

11.Acceleration of Maturity. If an Event of Default occurs and is continuing, then, in every such case, Secured Parties may declare the principal of the Notes and all accrued and unpaid interest thereon and other amounts owing under the Transaction Documents to be due and payable immediately by a notice in writing to Debtor of the default, and upon any such declaration, the principal and all accrued and unpaid interest and other amounts owing under the Transaction Documents will become immediately due and payable; and the Secured Parties may exercise any and all remedies and other rights provided in the Transaction Documents, presentment, demand, protest and all other notices of any kind being in each case hereby expressly waived by Debtor. At any time after such declaration of acceleration and before a judgment or decree for payment of money due has been obtained by Secured Parties,  

Page 7 of 17

Exhibit 10.3

Secured Parties, by written notice to Debtor, may rescind and annul the declaration and its consequences if all Events of Default, other than the nonpayment of the principal of Notes that has become due solely by such acceleration, have been cured or waived. No rescission will affect any subsequent default or impair any right consequent thereon.

12.Insurance.  

(a)Debtor will maintain with financially sound and reputable insurers insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities in similar geographic areas. This insurance will be in such minimum amounts that Debtor will not be deemed a co-insurer under applicable insurance laws, regulations, and policies and otherwise will be in such amounts, contain such terms, be in such forms, and be for such periods as may be reasonably satisfactory to Secured Parties. In addition, all liability insurance will be payable to Secured Parties as additional insured and all property and casualty insurance will be payable to Secured Parties as loss payee. Without limiting the foregoing, Debtor will: (i) keep all of its physical property insured with casualty or physical hazard insurance on an “all risks” basis, with broad form flood and earthquake coverages and electronic data processing coverage, with a full replacement cost endorsement and an “agreed amount” clause in an amount equal to 100% of the full replacement cost of such property; (ii) maintain all such workers’ compensation or similar insurance as may be required by law; and (iii) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities in similar geographic areas, general public liability insurance against claims of bodily injury, death, or property damage occurring on, in, or about Debtor’s properties; business interruption insurance; and product liability insurance. 

(b)The proceeds of any casualty insurance in respect of any casualty loss of any of the Collateral will, subject to the rights, if any, of other parties with an interest having priority in the property covered thereby: (i) so long as no Default or Event of Default has occurred and is continuing, and to the extent that the amount of the proceeds is less than $5,000 in the aggregate, be disbursed to Debtor for direct application by Debtor solely to the repair or replacement of Debtor’s property so damaged or destroyed; and (ii) in all other circumstances, be held by Secured Parties as cash collateral for the Obligations. Secured Parties may, at their sole option, disburse from time to time all or any part of such proceeds so held as cash collateral, upon the terms and conditions as Secured Parties may reasonably prescribe, for direct application by Debtor solely to the repair or replacement of Debtor’s property so damaged or destroyed, or Secured Parties may apply all or any part of the proceeds to the Obligations. 

(c)All policies of insurance will provide for at least 10 days’ prior written cancellation notice to Secured Parties. In the event of failure by Debtor to provide and maintain insurance as herein provided, Secured Parties may, at their option, provide such insurance and charge the amount thereof to Debtor. Debtor will furnish Secured Parties with certificates of insurance and policies evidencing compliance with the foregoing insurance provision. 

13.Collateral Protection Expenses; Preservation of Collateral.  

(a)In Secured Parties’ discretion, if Debtor fails to do so, Secured Parties may discharge taxes and other Encumbrances at any time levied or placed on any of the Collateral, maintain any of the Collateral and make repairs thereto, and pay any necessary filing fees or insurance premiums. Debtor agrees to reimburse Secured Parties on demand for all expenditures  

Page 8 of 17

Exhibit 10.3

so made. Secured Parties will have no obligation to Debtor to make any such expenditures, nor will the making thereof be construed as the waiver or cure of any Default or Event of Default.

(b)Anything herein to the contrary notwithstanding, Debtor will remain obligated and liable under each contract or agreement comprised in the Collateral to be observed or performed by Debtor thereunder. Secured Parties will not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by Secured Parties of any payment relating to any of the Collateral, nor will Secured Parties be obligated in any manner: (i) to perform any of the obligations of Debtor under or pursuant to any such contract or agreement; (ii) to make inquiry as to the nature or sufficiency of any payment received by Secured Parties in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement; and (iii) to present or file any claim, to take any action to enforce any performance, or to collect the payment of any amounts that may have been assigned to Secured Parties or to which Secured Parties may be entitled at any time. Secured Parties’ sole duty with respect to the custody, safekeeping, and physical preservation of the Collateral in their possession, under Section 9-207 of the Uniform Commercial Code of the State or otherwise, will be to deal with such Collateral in the same manner as Secured Parties deal with similar property for their own account. 

14.Securities and Deposits. Secured Parties may, at any time following and during the continuance of an Event of Default, at their option, transfer to themselves or any nominee any securities constituting Collateral, receive any income thereon and hold such income as additional Collateral, or apply it to the Obligations. Whether or not any Obligations are due, Secured Parties may demand, sue for, collect, or make any settlement or compromise that they deem desirable with respect to the Collateral. Regardless of the adequacy of Collateral or any other security for the Obligations, any deposits or other sums at any time credited by or due from Secured Parties to Debtor may at any time be applied to or set-off against any of the Obligations then due and owing. 

15.Notification to Account Debtors and Other Persons Obligated on Collateral. Debtor will, at the request and option of Secured Parties, notify account debtors and other Persons obligated on any of the Collateral of the security interest of Secured Parties in any account, chattel paper, general intangible, instrument, or other Collateral and that payment thereof is to be made directly to Secured Parties or to any financial institution designated by Secured Parties as Secured Parties’ agent therefor, and Secured Parties may themselves, without notice to or demand upon Debtor, so notify account debtors and other Persons obligated on Collateral. After the making of such a request or the giving of any such notification, Debtor will hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments, and other Collateral received by Debtor as trustee for Secured Parties without commingling the same with Debtor’s other funds and will turn the same over to Secured Parties in the identical form received, together with any necessary endorsements or assignments. Secured Parties will apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments, and other Collateral received by Secured Parties to the Obligations, such proceeds to be immediately credited after final payment in cash or other immediately available funds of the items giving rise to them. 

16.Power of Attorney.  

(a)Debtor hereby irrevocably constitutes and appoints Secured Parties and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of Debtor or in Secured Parties’ names, for the purpose of carrying out the terms of this Agreement, to take all appropriate action and to execute all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives  

Page 9 of 17

Exhibit 10.3

said attorneys the power and right, on Debtor’s behalf, without notice to or assent by Debtor, upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to, or otherwise dispose of or deal with any of the Collateral in such manner as is consistent with the Uniform Commercial Code of the State and as fully and completely as though Secured Parties were the absolute owner thereof for all purposes, and to do, at Debtor’s expense, at any time or from time to time, all acts and things that Secured Parties deem necessary or useful to protect, preserve, or realize upon the Collateral and Secured Parties’ security interest therein, in order to effect the intent of this Agreement, all at least as fully and effectively as Debtor might do, including: (i) the filing and prosecuting of registration and transfer applications with the appropriate federal, state, local, or other agencies or authorities with respect to trademarks, copyrights, and patentable inventions and processes; (ii) upon written notice to Debtor, the exercise of voting rights with respect to voting securities, which rights may be exercised, if Secured Parties so elect, with a view to causing the liquidation of assets of Debtor; (iii) the execution, delivery, and recording, in connection with any sale or other disposition of any Collateral, of the endorsements, assignments, or other instruments of conveyance or transfer with respect to such Collateral; and (iv) to the extent that Debtor’s authorization given in section 3 is not sufficient to file such financing statements with respect hereto, with or without Debtor’s signature or a photocopy of this Agreement in substitution for a financing statement, as Secured Parties may deem appropriate, to execute in Debtor’s name such financing statements and amendments thereto and continuation statements that may require Debtor’s signature.

(b)To the extent permitted by law, Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and is irrevocable. 

(c)The powers conferred on Secured Parties hereunder are solely to protect their interests in the Collateral and will not impose any duty upon them to exercise any such powers. Secured Parties will be accountable only for the amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees, or agents will be responsible to Debtor for any act or failure to act, except for Secured Parties’ own gross negligence or willful misconduct. 

17.Rights and Remedies. If an Event of Default occurs and is continuing, Secured Parties may, in their discretion, proceed to protect and enforce their rights by such appropriate judicial proceedings as Secured Parties deem most effectual to protect and enforce any such rights, whether for the specified enforcement of any covenant or agreement under this Agreement and the Notes, in aid of the exercise of any power granted herein, or to enforce any other property remedy. Further, if an Event of Default occurs and is continuing, Secured Parties, without any other notice to or demand upon Debtor, will have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of the State and any additional rights and remedies that may be provided to a secured party in any jurisdiction in which Collateral is located, including the right to take possession of the Collateral, and for that purpose Secured Parties may, so far as Debtor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. Secured Parties may, in their discretion, require Debtor to assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of Debtor’s principal office(s) or at such other locations as Secured Parties may reasonably designate. Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market, Secured Parties will give to Debtor at least five business days’ prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. Debtor hereby acknowledges that five business days’ prior  

Page 10 of 17

Exhibit 10.3

written notice of such sale or sales will be reasonable notice. In addition, Debtor waives all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Parties’ rights and remedies hereunder, including their right following an Event of Default to take immediate possession of the Collateral and to exercise their rights and remedies with respect thereto.

19.Acts of Secured Parties. Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Agreement to be given or taken by Secured Parties hereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Secured Parties in person or by their agent or attorney-in-fact duly appointed in writing; and except as otherwise expressly provided herein, such action will become effective when the instrument or instruments are delivered to Secured Parties in the manner provided for giving notices herein. Such instrument or instruments, and the action embodied therein or evidenced thereby, are herein sometimes referred to as the “act” of Secured Parties signing the instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Agreement if the fact and date of execution by any Person of any such instrument or writing are verified by the affidavit of a witness of the execution. 

20.No Waiver by Secured Parties; Notice. Secured Parties will not be deemed to have waived any of their rights or remedies in respect of the Obligations or the Collateral unless such waiver is  

Page 11 of 17

Exhibit 10.3

in writing and signed by Secured Parties. No delay or omission on the part of Secured Parties in exercising any right or remedy will operate as a waiver of the right or remedy or any other right or remedy. A waiver on any one occasion will not be construed as a bar to or waiver of any right or remedy on any future occasion. All rights and remedies of Secured Parties with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, will be cumulative and may be exercised singularly, alternatively, successively, or concurrently at such time or times as Secured Parties deem expedient. When this Agreement provides for notice to Secured Parties of any event, the notice will be sufficiently given if in writing and mailed, registered, postage prepaid, to each Secured Party affected by the event, at its address as it appears in the Note register maintained by Debtor, not later than the latest date and not earlier than the earliest date prescribed for the giving of such notice. In any case, when notice to Secured Parties is given by mail, neither the failure to mail the notice nor any defect in any notice so mailed to any particular Secured Party will affect the sufficiency of the notice with respect to any other Secured Party. When this Agreement provides for notice to Debtor, such notice will be sufficiently given if in writing and mailed, registered, postage prepaid, to Debtor at its address set forth in subsection 27(b) below (or at such other address as shall be provided to Secured Parties in the manner for giving notices set forth herein), not later than the latest date and not earlier than the earliest date prescribed for the giving of the notice. When this Agreement provides for notice in any manner, notice may be waived in writing by the Person entitled to receive the notice, whether before or after the event, and any such waiver will be equivalent of notice.

21.Suretyship Waivers by Debtor. Debtor waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans made, credit extended, Collateral received or delivered, or other action taken in reliance hereon and all other demands and notices of any description. With respect to both the Obligations and the Collateral, Debtor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange, or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or Person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising, or adjusting of any thereof, all in the manner and at such time or times as Secured Parties may deem advisable. Secured Parties will have no duty as to the collection or protection of the Collateral or any income therefrom, the preservation of rights against prior parties, or the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth in subsection 13(b). Debtor further waives all other suretyship defenses. 

22.Marshaling. Secured Parties will not be required to marshal any present or future collateral security (including to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights and remedies hereunder and in respect of the collateral security and other assurances of payment will be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, Debtor hereby agrees that it will not invoke any law relating to the marshaling of collateral that might cause delay in or impede the enforcement of Secured Parties’ rights and remedies under this Agreement, under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding, or by which any of the Obligations is secured or payment thereof is otherwise assured, and to the extent that it lawfully may, Debtor hereby irrevocably waives the benefits of all such laws. 

23.Proceeds of Dispositions; Expenses. Debtor will pay to Secured Parties on demand all expenses, including reasonable attorneys’ fees and disbursements, incurred or paid by Secured Parties in protecting, preserving, or enforcing Secured Parties’ rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral will, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as Secured Parties may determine,  

Page 12 of 17

Exhibit 10.3

proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess will be returned to Debtor. In the absence of final payment and satisfaction in full of all Obligations, Debtor will remain liable for any deficiency.

24.Overdue Amounts. Until paid, all amounts due and payable by Debtor hereunder will be a debt secured by the Collateral and will bear, whether before or after judgment, interest at the rate of interest for overdue principal set forth in the Notes. 

25.Governing Law; Venue. This Agreement will be governed by and construed and interpreted in accordance with the laws of the state of Nevada, excluding principles of choice or conflicts of law. This Agreement shall be deemed made and entered into in Los Angeles County, state of California and venue for any Proceeding as defined below, in connection with this Agreement shall be in Los Angeles County, California.  

26.Waiver of Jury Trial. The Parties hereto hereby voluntarily and irrevocably waives trial by jury in any Proceeding brought in connection with this Agreement, any rights, remedies, obligations, or duties hereunder, or the performance or enforcement hereof or thereof. any of the related agreements and documents, or any of the transactions contemplated hereby or thereby. For purposes of this Agreement, “Proceeding” includes any threatened, pending, or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of any Party or otherwise and whether civil, criminal, administrative, or investigative, in which a Party was, is, or will be involved as a Party or otherwise. Except as prohibited by law, Debtor waives any right that it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive, or consequential damages, or any damages other than or in addition to actual damages. Debtor: (a) certifies that neither Secured Parties nor any representative, agent, or attorney of Secured Parties has represented, expressly or otherwise, that Secured Parties would not, in the event of litigation, seek to enforce the foregoing waivers or other waivers contained in this Agreement; and (b) acknowledges that, in entering into the Securities Purchase Agreement, the Notes, and the Intellectual Property Security Agreement by and between Debtor and Secured Parties, Secured Parties are relying upon, among other things, the waivers and certifications contained in this section 26. 

27.Miscellaneous.  

(a)The parties promptly will execute and deliver all documents or instruments, provide all information, and take or forebear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement. 

(b)Notices. Any and all notices, other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier (with confirmation of delivery); (iii) five (5) Business Days after the date mailed in the U.S., by certified or registered mail, return receipt requested, postage prepaid; or (iv) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section prior to 5:30 p.m. Pacific Standard Time on a Business Day. Such communications must be sent to such party as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section.  

Page 13 of 17

Exhibit 10.3

If to the Debtor, addressed to:

Bakhu Holdings, Corp.

One World Trade Center, Suite 130

Long Beach, California 90831

Attn: Aristotle Popolizio, Vice President

Facsimile: (310) 997-1484

If to the Secured Parties:

To each Secured Party at its address as it appears in the Note register maintained by Debtor.

For the purpose of this Agreement “Business Day” means any day except Saturday, Sunday and any day which is a federal legal holiday in the United States or a day on which banking institutions in the state of California are authorized or required by law or other governmental action to close.

(c)This Agreement and the transaction documents referred to herein constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. No amendment to, modification or waiver of, or consent with respect to any provision of this Agreement will in any event be effective unless the same is in writing and signed and delivered by Secured Parties, and then any such amendment, modification, waiver, or consent will be effective only in the specific instance and for the specific purpose for which given. 

(d)The headings of each section of this Agreement are for convenience only and will not define or limit the provisions thereof. If any term of this Agreement is held to be invalid, illegal, or unenforceable, the validity of all other terms hereof will in no way be affected thereby, and this Agreement will be construed and be enforceable as if such invalid, illegal, or unenforceable term had not been included herein. Debtor acknowledges receipt of a copy of this Agreement. 

(e)This Agreement and all rights and obligations hereunder will be binding upon, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, legal representatives, and assigns; provided that this provision will not be construed as permitting assignment, substitution, delegation, or other transfer of rights or obligations, except strictly in accordance with the provisions of this Agreement. 

(f)Debtor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Secured Parties. Any Secured Party may assign any or all of its rights under this Agreement to any Person to whom such Secured Party assigns or transfers any Securities (as defined in the Securities Purchase Agreement between the parties of even date herewith), provided such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of such Securities Purchase Agreement that apply to the “Investors” (as defined therein). 

(g)At the option of Secured Parties, this Agreement, a carbon, photographic, or other reproduction of this Agreement or of any UCC financing statement covering the Collateral, or any portion thereof, will be sufficient as a UCC financing statement and may be filed as such. 

(h)Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement  

Page 14 of 17

Exhibit 10.3

shall be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of the prohibition or invalidity, without invalidating the remainder of the provision or the remaining provisions of this Agreement.

(i)Manner of Execution; Counterparts.  This Agreement 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 Agreement by facsimile, portable document format (.pdf), DocuSign, or other electronic transmission shall be equally as effective as delivery of a manually executed counterpart of this Agreement. 

*** Signature Page Follows ***

Page 15 of 17

Exhibit 10.3

IN WITNESS WHEREOF, intending to be legally bound, Debtor has caused this Agreement to be duly executed as of the date first above written.

DEBTOR

BAKHU HOLDINGS, CORP.

________________________________________________ 

 By: Aristotle Popolizio 

Title:  Vice President and Secretary

________________________________________________ 

 By: Juan Carlos Garcia La Sienra Garcia 

Title:  Chief Financial Officers

Page 16 of 17

Exhibit 10.3

** Secured Party Signature Page to General Security Agreement **

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

SECURED PARTIES:

_____________________________________________

Name of Secured Party

_____________________________________________

Signature

_____________________________________________

Name of Authorized Signatory (if applicable)

_____________________________________________

Title (if applicable)

ADDRESS FOR NOTICE

Address: ____________________________________________ 

City/State/Zip: _______________________________________ 

Attention: ___________________________________________ 

Telephone: __________________________________________ 

Facsimile: ___________________________________________ 

Page 17 of 17

Exhibit 10.3

APPENDIX A

SCHEDULE OF SECURED PARTIES

Secured Party Name and Address Note Amount 

INTELLECTUAL PROPERTY SECURITY AGREEMENT

PREMISES

WHEREAS, Debtor has, effective this date, issued the Notes to the Secured Parties evidencing Debtor’s obligation to pay the amounts evidenced by the Notes.   

WHEREAS, it is a condition precedent to Secured Parties extending credit to Debtor under the Notes that Debtor execute and deliver to Secured Parties a security agreement in substantially the form hereof.   

WHEREAS, the Debtor holds an exclusive license in related to plant cell-extraction and replication technology and related proprietary equipment, processes, formulations, know-how, proprietary information, trade secrets, and related intellectual property, including such modifications, improvements related thereto (the “Licensed Science”) for (a) the production and manufacturing of cannabis sativa and cannabinoids (collectively, “Cannabis”) and their byproducts for Sale and use at retail or wholesale where permitted, including, without limitation, food additives, edibles, and hemp variations of the foregoing; (b) Cannabis-related research, teaching and education for both medical and other purposes; and (c) all medical uses and applications of Cannabis, all in any and all countries in the continent of North American, defined as the United States of America, Canada, Mexico, all countries in the Caribbean Sea and all countries north of the Panama/Columbia border (including the entire nation of Panama) (the “Territory”), from Debtor’s affiliate, Cell Science Holding Ltd., a limited liability company organized and existing under the laws of the Republic of Cyprus (“Cell Science”), pursuant to that certain Integrated License Agreement as amended and Restated, attached as Appendix B-1 through B-6 and incorporated herein by reference (the “Integrated License Agreement”).

Whereas, pursuant to the terms of the Integrated License Agreement the Debtor has the right to sublicense the Licensed Science and has entered into a sublicense with the Debtor’s wholly owned subsidiary, CBD Biotech, Inc., a California corporation, for the use of the Licensed Science as it relates to CBD.

WHEREAS, Debtor wishes to grant a first priority security interest in all of the intellectual property assets of the Debtor, including but not limited all rights of the Debtor under the Integrated License Agreement, in favor of Secured Parties as herein provided.   

WHEREAS, this IP Security Agreement is executed for the purpose of filing a short-form security agreement in the U.S. Patent and Trademark Office, which sets forth Debtor’s pledge of its intellectual property as security for the indebtedness Debtor owes the Secured Parties as set forth in the Notes and all other related documents.

Page 1 of 4

Exhibit 10.4

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Debtor and the Secured Parties agree as follows:

1.Grant of Security Interest.  Debtor hereby pledges and grants to the Secured Parties a first priority security interest in and lien on all of the intellectual property assets of the Debtor, including without limitation: (a) all of Debtor’s right, title and interest in, to and under the Integrated License Agreement; (b) Debtor’s rights to use the Licensed Science pursuant to the terms of the Integrated License Agreement (c) any patents and trademarks of the Debtor wherever located and whether now owned or hereafter acquired; (d) all source code and object code associated with Licensed Science covered by the Integrated License Agreement; (e) all goodwill of the business of the Debtor connected with the use of, or otherwise symbolized by, such intellectual property, (f) all parts, replacements, substitutions, profits, products, amendments, updates, royalties, fees, income, payments and other cash and noncash proceeds of any of the foregoing (including insurance proceeds of any kind, such as those payable by reason of loss or damage thereto) in any form and wherever located, (g) all written or electronically recorded books and records relating to any such assets and other rights relating thereto wherever located and whether now owned or hereafter acquired, and (h) any and all claims and causes of action with respect to any of the foregoing, whether occurring before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach or default, with the right, but no obligation, to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages (collectively, the “IP Collateral”). For clarification, and notwithstanding the above, except as it relates to the Integrated License Agreement and rights granted thereunder, no security interests or lien is granted against or in the intellectual property assets, patents or trademark rights of the Licensor, Cell Science. 

2.Recordation.  Debtor authorizes the Commissioner for Patents and any other government officials to record and register this Security Agreement upon request by the Secured Parties or any of them 

3.Representations, Warranties, Covenants and Miscellaneous.  All other terms, conditions, agreements, obligations, representations, warranties, covenants, definitions, exhibits, and miscellaneous terms, conditions. agreements, and obligations set forth in the Notes are restated and incorporated herein by reference. 

4.Manner of Execution; Counterparts.  This Agreement 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 Agreement by facsimile, portable document format (.pdf), DocuSign, or other electronic transmission shall be equally as effective as delivery of a manually executed counterpart of this Agreement. 

*** Signature Page Follows ***

Page 2 of 4

Exhibit 10.4

IN WITNESS WHEREOF, the parties hereto have caused this Intellectual Property Security Agreement to be duly executed effective as of the day and year first above written.

DEBTOR

BAKHU HOLDINGS, CORP.

________________________________________________ 

 By: Aristotle Popolizio 

Title:  Vice President and Secretary

________________________________________________ 

 By: Juan Carlos Garcia La Sienra Garcia 

Title:  Chief Financial Officers

Page 3 of 4

Exhibit 10.4

** Secured Party Signature Page to Intellectual Security Agreement **

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

SECURED PARTIES:

_____________________________________________

Name of Secured Party

_____________________________________________

Signature

_____________________________________________

Name of Authorized Signatory (if applicable)

_____________________________________________

Title (if applicable)

ADDRESS FOR NOTICE

Address: ____________________________________________ 

City/State/Zip: _______________________________________ 

Attention: ___________________________________________ 

Telephone: __________________________________________ 

Facsimile: ___________________________________________ 

Page 4 of 4

APPENDIX A

SCHEDULE OF SECURED PARTIES

Secured Party Name and Address Note Amount 

APPENDIX B-1 through B-6

INTEGRATED LICENSE AGREEMENT

Appendix B-1  2018-12-20 Patent and Technology License Agreement 

Appendix B-2  2019-12-31 Amended and Restated Patent Technology License Agreement 

Appendix B-32020-9-22 Amendment to Restated Patent Technology License Agreement 

Appendix B-42021-2-8 First Amendment of Amendment to Restated License Agreement 

Appendix B-52021-7-12 Second Amendment to Restated License Agreement 

Appendix B-6 2022-1-31 Third Amendment to Restated License Agreement