FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT
Published on November 14, 2024
EXHIBIT 10.4
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT (I)
IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, OR (II) CONTAINS PERSONALLY
IDENTIFIABLE INFORMATION, OMITTED PURSUANT TO ITEM 601(A)(6) UNDER REGULATION S-K.
FIRST AMENDMENT TO CONSULTING SERVICES AGREEMENT
This FIRST AMENDMENT, effective as of 1 September 2024 (the “Amendment Date”) is made between:
| (1) | Volition Global Services SRL, a company incorporated under the laws of Belgium with company number BE0773412276 whose principal office is at 22 Rue Phocas Lejeune, Parc Scientifique, 5032, Isnes, Belgium (the “Company”); |
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| (2) | 3F Management SPRL, a company located at [***] (the “Consultant”) |
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| (referred to herein individually as a “Party” or collectively as the “Parties”) |
RECITALS
| (A) | WHEREAS, this FIRST AMENDMENT is supplemental to the Consulting Services Agreement between the Parties dated September 15, 2021 (the “Agreement”); |
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| (B) | WHEREAS, the Parties hereto desire by this FIRST AMENDMENT to amend the terms of the Agreement. |
NOW, THEREFORE, for and in consideration of the covenants set forth herein, the Parties agree that the Agreement is hereby amended as follows:
| 1. | The Services to be performed under Exhibit A of the Agreement are hereby modified and shall now read as follows: |
“During the Term the Consultant shall procure that the Individual shall be responsible for all areas that would be expected from:
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| · | the Chief Executive Officer of Volition Global Services SRL (“VGS”), as reasonably and lawfully directed by the Board of Managers of VGS ; |
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| · | the Chief Operating Officer of VolitionRx Limited (“VNRX”), as reasonably and lawfully directed by the Chief Executive Officer of VNRX; |
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| · | the Chief Executive Officer of Volition America, Inc. (“Volition America”), as reasonably and lawfully directed by the Board of Directors of Volition America; and |
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| · | a Manager and President of Volition Veterinary Diagnostics Development, LLC (“Volition Veterinary”), as reasonably and lawfully directed by the Board of Managers of Volition Veterinary.” |
| 2. | The Fees to be paid under Exhibit A of the Agreement are hereby modified and shall now read as follows: |
“From the Amendment Date the Monthly Fee shall be €12,797 (increasing to €15,598 on November 1, 2024) payable by the Company to the Consultant, based on the Individual spending sufficient time as is reasonably required in the performance of the Services.”
| 3. | Except as expressly amended hereby, all terms of the Agreement shall remain unchanged and in full force and effect. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date intending it to take effect as an instrument under seal.
| VOLITION GLOBAL SERVICES SRL |
| 3F MANAGEMENT SPRL |
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| /s/ Terig Hughes | /s/ Gaetan Michel | ||
| By: Terig Hughes | By: Gaetan Michel | ||
| Position: Manager | Position: Managing Director | ||
| Date: September 26, 2024 |
| Date: September 26, 2024 |
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| Notice Address |
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| 22 Rue Phocas Lejeune, Parc Scientifique |
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| 5032 Isnes, |
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| Belgium |
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| Acknowledged and agreed: |
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| INDIVIDUAL |
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| /s/ Gaetan Michel |
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| Gaetan Michel |
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| Date: September 26, 2024 |
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