Exhibit 10.4


 


AGREEMENT


 


This Amendment Agreement (the
 “Agreement”), dated as of July 22, 2021, is entered into by and between Q BIOMED INC., a company incorporated
under the laws of the State of Nevada (the “Company”) and YA II PN, Ltd. (the “Buyer”), and
amends the convertible debenture issued by the Company to the Buyer on December 23, 2020 (the “Convertible Debenture”)
issued pursuant to a Securities Purchase Agreement entered into between the Company and the Buyer on December 23, 2020 (the “Securities
Purchase Agreement”) and amends the Convertible Debenture.


 


BACKGROUND


 


	(A)	As of the date hereof, $500,000 of principal, plus accrued and unpaid interest thereon, remains outstanding on the Convertible Debenture.



 


	(B)	The Convertible Debenture is convertible into shares of Common Stock pursuant to their terms subject to a Floor Price of $1.00 per
share.



 


	(C)	The Maturity Date of the Convertible Debenture is June 23, 2021.



 


	(D)	The parties desire to enter into this Agreement to reduce the Floor Price and extend the Maturity Date 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 Debenture.


 


	2.	Amendments to the Convertible Debentures



 


In consideration of the mutual
promises set forth herein, the parties hereto agree as follows:


 


2.1            Amendment
of Floor Price. The definition of “Floor Price” in section 16(j) of the Convertible Debenture shall be deleted and
replaced with the following:


 


13(j)     “Floor
Price” means $0.50 per share.


 


2.2            Amendment
of Maturity Date. The Maturity Date shall be extended from June 23, 2021 to December 31, 2021.


 


	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 the Buyer that any additional shares that may be issued as a result of this Agreement and the amendments
to the Convertible Debenture have been duly authorized and, when issued in accordance with the terms of the respective 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 the Buyer have caused this Agreement to be signed by their duly authorized officers.


 


	 	Q BIOMED INC.
	 	 
	 	By:	/s/ William Rosenstadt
	 	 	Name: William Rosenstadt
	 	 	Title: Chief Legal Officer




 


 


	 	YA II PN, LTD.
	 	 
	 	By:	Yorkville Advisors Global, LP
	 	Its:	Investment Manager
	 	 
	 	 	By:	Yorkville Advisors Global II LLC
	 	 	Its:	General Partner
	 	 
	 	 	By:	/s/ Matt Beckman
	 	 	Name:	Matt Beckman
	 	 	Title:	Member