Item 1.01Entry into a Material Definitive Agreements.

Second Amendment to BDC Consulting Agreement

On July 14, 2022 Bakhu and Bus Dev Centre, Inc., a Nevada Corporation ("BDC") entered into a Second Amendment (the "Second Amendment") to the BDC Consulting Agreement, to confirm and further document the compensation due BDC and certain agreed adjust of the compensation set forth in the BDC Consulting Agreement.

In general, pursuant to Second Amendment:

1.the term of the BDC Consulting Agreement is hereby extended to January 30, 2023;

2.the parties confirmed that with the exception of BDC's continuing services and support as set forth in Section 4, and the continuing obligations under Section 8 of the Second Amendment, BDC has fully and satisfactorily performed and discharged its obligations and satisfied the covenants under the BDC Consulting Agreement;

3.the parties agreed that if Bakhu chooses to construct a new research and development laboratory, BDC agrees to provide, at no cost to Bakhu, additional consultancy services related thereto;

4.any additional advisory and consultancy services outside the scope of the services provided under Section 4, or as provided pursuant to Section 8, of the Second Amendment, requested by Bakhu, shall be on a case by case project basis as to the scope, services and compensation as mutually agreed in writing between Bakhu and BDC;

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5.per the mutual agreement of Bakhu, OZ Corporation and BDC, OZ shall be responsible for the payment to BDC of $92,215 for advisory and consultancy services previously rendered by BDC in accordance with the BDC Consulting Agreement and $240,017.25 in unreimbursed expenses incurred on behalf of Bakhu (collectively the "Past Due Balance").;

6.BDC acknowledged and agreed to continue to provide services and support in furtherance of (a) the sale of licenses, (b) supporting Licensee operations, (ci) the sale, or merger, or recapitalization of Bakhu or all or substantially all of the assets of Bakhu, and (d) oversight of the construction of a potential New R&D Lab.





7.Bakhu and BDC agree that:

(a)Bakhu shall have no further obligation to pay the Firm Retainer and Expenses pursuant to Exhibit B, Section A., Subsections 1 and 2., (ii) pay the monthly retainer pursuant to Exhibit B, Section A., Subsection 4., and (iii) for the reimbursement of expenses pursuant to Exhibit B, Section A., Subsection 5 .

(b)Bakhu will reimburse BDC for such travel and expenses incurred by BDC for additionally services requested of BDC, provided that such travel and expense have been approved by Bakhu in writing in advance.

8.Bakhu acknowledges the compensation to be paid to BDC pursuant to:

(a)Exhibit B, Section A., Subsection 3a., associated with the Bakhu's sale of sublicenses to third parties;

(b)Exhibit B, Section A., Subsection 3b., and income derived from a commercial research and development laboratory operated by Bakhu or a subsidiary of Bakhu;

(c)Exhibit B, Section A., Subsection 3c., BDC's support of licensee operations; and

(d)Exhibit B, Section A., Subsection 6., in connection with one or more, or a combination of, certain defined events. Bakhu and BDC further agree that any compensation received by BDC pursuant to Exhibit B, Section A., Subsection 6, shall be reduced and offset by the amount of any compensation actually paid to BDC pursuant to Exhibit B, Section A, Subsection 3 captioned "Performance Bonuses.

9.Exhibit B, Section A, Subsection 6e. was amended to read as follows:

Bonus on Sale of Company Adjustment Mechanism.

i). As of the Effective Date there are 333,134,400 shares of common stock of Bakhu on a fully-diluted basis (i.e., assuming the exercise of all outstanding options and warrants, the conversion of any convertible notes and the issuance of any shares pursuant to current agreements).

ii).If, after the Effective Date, Bakhu sells or issues more than 33,313,440 shares of common stock (i.e., 10% of Bakhu's outstanding and issuable common stock, on a fully diluted basis as of the Effective Date), at a weighted average price per share of less than the price per share of Bakhu's last cash sale of common stock to an unrelated party (the "Reference Price"), as reported on Bakhu's quarterly report on Form 10-Q for the quarter ended April 30, 2022, then the amount of the Bonus payable pursuant this subsection 6., of Section A., of Exhibit B, shall be reduced by a percentage calculated by dividing (x) the total number of shares issued at a weighted average price per share below the Reference Price by (y) the total number of Bakhu shares of common stock outstanding and issuable on a fully diluted basis as of the calculation date.

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The foregoing summary descriptions of the terms of the Second Amendment is a summary only and does not purport to be complete, may not contain all information that is of interest to the reader and is qualified in its entirety by reference to the full text the Second Amendment, attached hereto as Exhibit 10.01 to this Current Report on Form 8-K.

Item 3.02Unregistered Sales of Equity Securities.

On July 6, 2022, Bakhu issued an aggregate of 33,334 restricted shares of common stock to each of two accredited investor for cash at $1.50 per share for aggregate consideration of $10,000. No underwriters were involved in the transaction. The shares were issued pursuant to an exemption from registration under Section 4(a)(2) and Rule 506 of the Securities Act of 1933.




Item 8.01Other Events.

On June 23, 2022, Bakhu Holdings, Corp. ("Bakhu" or the Company") executed a Promissory Note (the "Note") in the principal amount of $150,000 in favor of OZ Corporation, a California corporation which is owned and control by John R. Munoz, an affiliate of the Company. Under the terms of the Note simple interest will accrue at rate of 7% per annum until paid in full. All unpaid principal and unpaid accrued interest will be due and payable from the first net proceeds received by the Company from external funding of any kind or nature provided by persons that are not, directly or indirectly, affiliates of the Company, but in any event on or before the close of business on December 15, 2024. The Company may prepay the Note in whole or in part, at any time or from time to time, without notice, premium, charge, or penalty.

The foregoing summary descriptions of the terms of the Note is a summary only and does not purport to be complete, may not contain all information that is of interest to the reader and is qualified in its entirety by reference to the full text the Promissory Note, attached hereto as Exhibit 10.02 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.





Exhibit
Number    Description of Exhibit
10.1        Second Amendment to BDC Consulting Agreement dated July 14, 2022  (1)
10.2        Promissory Note dated June 23, 2022   (1)


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(1)  Filed herewith

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