amar_ex101j





 






 Exhibit
10.1 (j)

 



AMENDMENT TO CONSULTING AGREEMENT

 


THIS
AMENDMENT (“Amendment’) is made on this 25th day of November
2020 to that certain Consulting Agreement dated May 3, 2018
(“CA”) by and between Amarillo Biosciences, Inc., a
company organized under the laws of the State of Texas and/or its
affiliates (“ABI”) and i2China Management Group, LLC, a
Delaware limited liability company (“Consultant”) as
follows.


 





1.

This Amendment
shall amend and replace, in its entirety, Section 1 of the CA dated
May 3, 2018 between ABI and Consultant as follows:





 


1. Since
May 3, 2018, Consultant has been dutifully retained by ABI without
interruption or termination of Services by mutually agreement. ABI
desires to maintain the existing engagement relationship and the
Consultant hereby accepts to continue such engagement, in
accordance with the terms and conditions set forth in this
Agreement. The Consultant shall continue to serve as an
“Executive Advisor” to ABI and report directly to ABI
Chairman & CEO, for the period commencing from April 15, 2018
(the “Effective Date”) and ending one week after ABI
serves written notice of termination on the Consultant or
Consultant serves written notice of termination on ABI (herein "the
Notice Period"). If ABI serves notice of termination of this
Agreement, in addition to the Fees chargeable for the period of
this Agreement, Consultant will be entitled to invoice ABI for an
additional sum equal to one month's Retainer fees by way of
compensation for termination of the Agreement. During the Notice
Period ABI shall have absolute discretion as to whether Consultant
will be required to continue to perform Services. ABI reserves the
right to terminate this Agreement at any time without further
payment of any compensation in the event of fundamental breach of
the Agreement by the Consultant in the provision of the Services
including but not limited to any significant illegal or criminal
actions, gross insubordination, or gross negligence.

 





2.

This Amendment
shall amend and replace, in its entirety, Section 3 of the CA dated
May 3, 2018 between ABI and Consultant as follows:





 


3. This
agreement shall be extended until May 3, 2022, unless earlier
terminated in accordance with the terms of Section 1 above.
Thereafter, this Agreement may be extended for additional terms by
the mutual consent of the parties.

 





3.

This Amendment
shall amend and replace, in its entirety, Section 4 of the CA dated
May 3, 2018 between ABI and Consultant as follows:





  




4.     Retainer to
Consultant   


Consultant has provided exemplary services and proven extremely
integral to ABI’s corporate operations, business development
efforts, and investment financing activities. Given the increased
level of responsibility and workload assigned to the Consultant
during the engagement, ABI agrees to pay Consultant a monthly cash
retainer of $15,000 (the “Retainer”) effective
retroactively as of January 1, 2020 for continuing the performance
of Services specified in Exhibit A upon the execution of this
Amendment. It is understood that ABI may have insufficient cash
funds to make payment of Retainer at the time of signing this
Amendment. ABI agrees that upon such time it and/or its affiliate
companies receives adequate investment financing proceeds, ABI will
immediately pay on demand any and all past due Retainer payments in
its entirety to Consultant. Note that the payable difference of
$7,000 between the retroactive cash retainer increase ($15,000)
and 
original cash retainer ($8,000) shall
not be applied as a convertible promissory note; rather it shall be
designated payable as a simple cash promissory note at the minimal
interest required by law for such promissory note. Notwithstanding,
a nominal portion of the Retainer in the amount of four thousand US
dollars ($4,000) shall continue to be payable in advance by the
5th
day of each month as has been the case
since September 2019.



 







 








 






 




4.

This Amendment
shall amend and replace, in its entirety, Section 4c of the CA
dated May 3, 2018 between ABI and Consultant as
follows:





 



4c. Warrants



As a performance bonus and incentive to align the
Consultant’s interests for the extension of Services, ABI
agrees to extend for an additional five (5) years that certain
Warrant Certificate dated April 15, 2018 between Consultant and ABI
(“Original Warrant Certificate”) for 452,617 warrants
exercisable (partially, or in its entirety for 452,617 shares of
fully-paid Voting Common Stock of ABI) at an exercise price of
$0.265125, which had previously expired on April 14, 2020.
Consultant shall be reissued a new Warrant Certificate (“New
Warrant”) with similar terms as the Original Warrant
Certificate that will indicate a new expiration date of November
24, 2025. In the case of any partial exercise of New Warrant by
Consultant, ABI will issue and deliver to Consultant a subsequent
Warrant of like tenor for the balance of the shares of ABI Common
Stock purchasable under the same strike price and terms as the
Warrant. It is understood by the Consultant that resulting shares
of Common Stock owned may be in the form of ABI’s restricted
(as to Rule 144) stock and shall be solely responsible for any tax
payments related to the exercise of shares. Consultant hereby
agrees to timely pay all federal income tax withholdings,
self-employment tax, FITA, FUCA, and any other items payable with
respect to the compensation received by Consultant from
ABI.

 





5.

All other terms and
conditions under the CA not specifically amended or modified hereby
shall continue in full force and effect.






 


IN
WITNESS WHEREOF, Company executes this Amendment as of the date
first written above.

 


 


	

 

	
AMARILLO
BIOSCIENCES, INC, a Texas Corporation

	

 


	

 

	

 

	

 

	

 


	

	
By:  

	
/s/ Stephen T.
Chen

	

 


	

 

	

 

	
Dr.
Stephen T. Chen	

 


	

 

	

 

	Chairman &
CEO	

 









	

 

	
i2CHINA MANAGEMENT
GROUP, LLC (“CONSULTANT”)

	

 


	

 

	

 

	

 

	

 


	

	
By:  

	
/s/ Lawrence K.
Lin

	

 


	

 

	

 

	
Lawrence K.
Lin	

 


	

 

	

 

	Manager