Amendment to Grid Note, by and between Registrant and InveniAI LLC, dated October 12, 2023

Exhibit 4.3

AMENDMENT TO GRID NOTE

This Amendment (this “Amendment”), dated as of October 12, 2023 (the “Amendment Effective Date”), is entered into by and between Invea Therapeutics, Inc., a Delaware corporation (the “Payor”), and InveniAl LLC, a Delaware limited liability company (the “Payee”). This Amendment amends that certain Grid Note, dated as of November 24, 2021, by and between Payor and Payee (as it may be further amended, supplemented or modified from time to time, the “Note”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Note.

RECITALS

A.       On the terms and subject to the conditions set forth herein, Payor and Payee desire to amend the Note to extend the maturity date and to revise the terms governing acceleration of the Note, each as further set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties agree as follows:

1.                  Amendments. The first paragraph of the Note shall be removed and replaced in its entirety with the following:

“FOR VALUE RECEIVED, the undersigned, Invea Therapeutics, Inc., a Delaware corporation with an office at 2614 Boston Post Road Suite 33B, Guilford, CT 06437 (“Payor”), unconditionally promises to pay to the order of InveniAI LLC, a Delaware corporation with an office at 2614 Boston Post Road Suite 33B Guilford, CT 06437 (“Payee”), the principal sum of FIVE MILLION DOLLARS ($5,000,000), or so much thereof as shall have been advanced by Payee to or on behalf of Payor, together with interest on the unpaid balance of each advance, which shall accrue at a rate per annum equal to the applicable federal rate for short-term loans as of the date hereof, in each case calculated based on a 365-day year and actual days elapsed. The obligations of Payor under this Grid Note (this “Note”) shall be senior indebtedness of Payor and shall rank senior to all other indebtedness.”

The third paragraph of the Note shall be removed and replaced in its entirety with the following:

“The entire balance of principal and accrued interest thereon shall be due and payable on the earlier to occur of (i) June 30, 2024 or (ii) consummation of financing with aggregate proceeds of at least TWENTY FIVE MILLION DOLLARS ($25,000,000), excluding indebtedness and the conversion of this Note, and with the principal purpose of raising capital (the “Financing Trigger”). For the avoidance of doubt, the Financing Trigger shall be in addition to the cumulative purchase of $280,000 of common stock by founders of the Company.”

2.                  No Other Amendments or Waivers. Except for the amendments expressly set forth in this Amendment, the Note shall remain unchanged and in full force and effect. The amendments set forth in this Amendment will be deemed effective as of the Amendment Effective Date. On and after the Amendment Effective Date, each reference in the Note to “this Note,” “hereunder,” “hereof,” “herein,” or other words of like import, and each reference to the Note in any other agreements, documents, or instruments executed or delivered pursuant to, or in connection with, the Note or this Amendment, will mean and be a reference to the Note as amended by this Amendment.

3.                  Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart signature page to this Amendment by electronic mail in portable document format (.pdf) or other electronic transmission has the same effect as delivery of an executed original of this Agreement.

(Signatures on following page)

IN WITNESS WHEREOF, Payor and Payee have executed this Amendment as of the date first set forth above.