Exhibit 10.11


 


AMENDMENT NO. 1 TO


MANAGEMENT SERVICES AGREEMENT


 


THIS AMENDMENT NO. 1 TO MANAGEMENT
SERVICES AGREEMENT (this “Amendment”), dated as of October ___, 2021, by and among MAINZ BIOMED B.V. (including upon conversion
to a Naamloze Venootschap under Dutch law, the “Company”) and Guido Bächler (“Baechler”).


 


WHEREAS, the Company and Baechler
are parties to that certain Management Services Agreement, dated as of July 1, 2021 (the “Management Services Agreement”);


 


WHEREAS, pursuant to Section
19 of the Management Services Agreement, the parties desire to amend the Management Services Agreement as provided in this Amendment;
and


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained in this Amendment, and for other good and valuable consideration, the receipt and
sufficient of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:


 


1. Schedule 4.3(b) to the Management Services
Agreement is hereby amended and replaced in its entirety by the following:


 


“After a Stock Option Plan has
been approved by the Board of Directors and shareholders of the Company but prior to the IPO, the Company and Baechler shall enter into
the Stock Option Agreement attached here to as Exhibit A. Baechler’s equity ownership will be reviewed within 12 months of the IPO
for increase, if applicable, to be consistent with industry standards for CEOs of similarly situated companies.”


  


2. Except as expressly amended and modified by
this Amendment, the terms, representations, warranties, covenants and other provisions of the Management Services Agreement are and shall
continue to be in full force and effect in accordance with the Management Services Agreement.


 


3. This Amendment may be executed in counterparts,
each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment shall become effective upon
delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted
signature pages that together (but need not individually) bear the signatures of all other parties.


 


4. This Amendment is limited by its terms and
does not and shall not serve to amend or waive any provision of the Management Services Agreement except as expressly provided for in
this Amendment. All references in the Amendment to “this Management Services Agreement” or terms such as “herein”,
“hereof” or similar terms shall mean the Management Services Agreement as amended by this Amendment. Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the Management Services Agreement.


 


5. The provisions of Section 12 (Arbitration)
and Section 16 (Governing Law; Jurisdiction and Venue) of the Management Services Agreement shall apply to this Amendment as if written
out below.


 


[Signature Page to follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be signed, all as of the date first written above.


 


	GUIDO BÄCHLER 	 	MAINZ BIOMED B.V. 
	 	 	 
	 	 	 
	Guido Bächler	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title: