Garmatex Holdings Ltd.: Exhibit 10.06 - Filed by newsfilecorp.com






AMENDMENT AND TERMINATION AGREEMENT 

This AMENDMENT AND TERMINATION
AGREEMENT (the “Agreement”), dated as of March 9, 2017 (the “Effective
Date”), is entered into by and between Garmatex Technologies, Inc.
(“GTBC”), a corporation incorporated under the laws of the Province of
British Columbia, Canada, Garmatex Holdings Ltd. (“GRMX Nevada”), a
corporation incorporated under the laws of the State of Nevada, U.S.A., and
Garmatex, Inc. (“GIDC”), a corporation incorporated under the laws of the
State of Delaware, U.S.A.. 

RECITALS: 

WHEREAS, on April 8, 2016, GTBC
and GRMX Nevada entered into an arrangement agreement (the “Arrangement
Agreement”) wherein the parties agreed that GRMX Nevada would acquire all of
the issued and outstanding securities of GTBC; 

WHEREAS, GTBC and GRMX Nevada
entered into an arrangement agreement amendment no. 1 (the “Arrangement
Agreement Amendment”), dated March 8, 2017, pursuant to which the parties
agreed to amend certain provisions of the Arrangement Agreement;

WHEREAS, GTBC entered into a
sublicensee agreement (the “Sublicense Agreement”) with GRMX Nevada,
effective March 8, 2017, pursuant to which GTBC sublicensed its Licensed IP (as
defined in the Sublicense Agreement) to GRMX Nevada;

WHEREAS, GTBC, GRMX Nevada and
GIDC entered into an assignment agreement (the “Assignment Agreement”),
dated March 9, 2017, pursuant to which GTBC agreed to assign to GRMX Nevada all
of GTBC’s right title and interest in and to 100 shares of common stock of GIDC;
and 

WHEREAS, GTBC and GRMX Nevada
wish to amend the terms of the Sublicense Agreement and the Arrangement
Agreement Amendment and GTBC, GRMX Nevada and GIDC wish to terminate the
Assignment Agreement; 

NOW THEREFORE, in consideration
of the promises and the mutual covenants herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, GTBC, GRMX Nevada and GIDC hereby agree as follows:

SECTION I 
AMENDMENT OF SUBLICENSE AGREEMENT


1.1            Section
2.1(b)(iii) of the Sublicense Agreement is amended by deleting Section
2.1(b)(iii) of the Sublicense Agreement in its entirety. 

1.2            Exhibit
C of the Sublicense Agreement is amended by deleting Exhibit C of the Sublicense
Agreement in its entirety. 

1.3            The
amendment set forth in this Section forms a part of and is subject to the terms
and conditions set out in the Sublicense Agreement. All other terms and
conditions of the Sublicense Agreement remain unchanged and in full force and
effect, and the parties ratify and affirm the Sublicense Agreement, as amended
hereby.




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SECTION II 
AMENDMENT OF ARRANGEMENT AGREEMENT
AMENDMENT

2.1            Section
2.1 of the Arrangement Agreement Amendment is amended by deleting Section 2.1 of
the Arrangement Agreement Amendment in its entirety and replacing it with the
following: 

	 	“2.1 	Additional Agreements 
	 	  	  
			
      In exchange for the Purchaser entering into this
      Amendment, the Target will grant to the Purchaser a non-transferrable
      worldwide right and sublicense to the trade secret formulae for the
      CoolSkin, RecoverySkin, SlimSkin, Kottinu, AbsorbSkin, ColdSkin,
      SteelSkin, WarmSkin, and IceSkin products (collectively, the “IP”),
      substantially in the form of the Sublicense Agreement attached hereto as
      Schedule A, subject to any required third party consents.”
  



2.2            The
amendment set forth in this Section forms a part of and is subject to the terms
and conditions set out in the Arrangement Agreement Amendment. All other terms
and conditions of the Arrangement Agreement Amendment remain unchanged and in
full force and effect, and the parties ratify and affirm the Arrangement
Agreement Amendment, as amended hereby.

SECTION III 
TERMINATION OF ASSIGNMENT AGREEMENT


3.1            The
Assignment Agreement is hereby terminated, effective as of the Effective Date
hereof.

3.2            GTBC,
GRMX Nevada and GIDC will execute and deliver all such further documents, do or
cause to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Section. 

SECTION IV 
MISCELLANEOUS 

4.1            This
Agreement may be executed in any number of counterparts and by the different
signatories hereto on separate counterparts, each of which, when so executed,
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument. This Agreement may be executed by facsimile
transmission, PDF, electronic signature or other similar electronic means with
the same force and effect as if such signature page were an original thereof.


[Signature page follows] 




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IN WITNESS WHEREOF the
parties hereto have duly executed this Agreement as of the Effective Date. 


	GARMATEX HOLDINGS LTD. 
	  
	  
	  
	By: /s/ Devon Loosdrecht_______________

	Name: Devon Loosdrecht 
	Title: President 
	  
	  
	GARMATEX TECHNOLOGIES, INC. 
	  
	  
	  
	By: /s/ Darren Berezowski_______________
  
	Name: Darren Berezowski 
	Title: Chief Executive Officer 
	  
	  
	GARMATEX, INC. 
	  
	  
	  
	By: /s/ Darren Berezowski_______________
  
	Name: Darren Berezowski 
	Title: Director 



[SIGNATURE PAGE OF AMENDMENT AND TERMINATION AGREEMENT]