Exhibit 10.3


 


AMENDMENT AGREEMENT


 


This Amendment Agreement (the
 “Agreement”), dated as of February 5, 2022, is entered into by and between Anpac Bio-Medical Science Co., Ltd., a British
Virgin Islands exempted company (the “Company”), and the parties named on the signature pages hereto (each a “Holder”
and collectively, the “Holders”), and amends the convertible debentures in the aggregate principal amount of $3,014,000
issued by the Company to the Holder on July 20, 2021 (the “Convertible Debentures”) pursuant to a Securities Purchase
Agreement entered into between the Company and the Holders on July 20, 2021 (the “Securities Purchase Agreement”).


 


BACKGROUND


 


		(A)	The Convertible Debentures are convertible into ADSs of the Company pursuant to their terms subject to
a floor price of $2.50 per share. If the Closing Bid Price during each of the 10 consecutive Trading Days immediately preceding the Conversion
Date or other date of determination is lower than $2.50, the Floor Price shall be adjusted to equal the average Closing Bid Price of the
10 consecutive Trading Days immediately preceding the Conversion Date. But in no event should the Floor Price be lower than $1.00 per
share.



 


		(B)	The parties desire to reduce the floor price with respect to the Convertible Debentures pursuant to the
terms and conditions set forth herein.



 


NOW, THEREFORE, in
consideration of the foregoing recitals and representations, warranties and covenants herein set forth, the parties hereto agree as follows:


 


		1.	Definitions and interpretation



 


1.1       Capitalized
terms not otherwise defined herein shall have the meanings set forth in the Convertible Debentures.


 


		2.	Amendments to the Convertible Debentures



 


The parties hereto agree that
the Convertible Debentures and shall be amended as set out below without the need to issue amended and restated certificates of such Convertible
Debentures.


 


2.1        Amendment
of Convertible Debentures. The definition of “Floor Price” in section 13(j) of the Convertible Debentures shall be deleted
and replaced with the following:


 


13(j)     “Floor
Price” means $0.10 per share.


 


		3.	Representations and warranties



 


		3.1	Each party to this Agreement represents and warrants to the other as of the date of this Agreement that:



 


(a)       it
has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement;


 






     


     


    

 


(b)       it
has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement and no further action
is required by it, its Board of Directors or managers or its stockholders or members in connection therewith; and


 


(c)       the
obligations assumed by it in this Agreement are legal, valid, and enforceable obligations binding on it in accordance with its terms.


 


3.2       The
Company represents and warrants to each Holder that any additional shares that may be issued as a result of this Agreement have been duly
authorized and, when issued in accordance with the terms of the Convertible Debentures, shall be validly issued and duly authorized.


 


		4.	Counterparts and delivery



 


This Agreement may be executed
in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign
the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


		5.	Governing law



 


This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law.


 


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IN WITNESS WHEREOF,
the Company and each Holder have caused this Amendment Agreement to be signed by their duly authorized officers.


 


	 	ANPAC BIO-MEDICAL SCIENCE CO., LTD.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:    Chairman of the Board of Directors and Chief Executive Officer
	 	 
	 	HOLDER
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: