WAIVER OF CLOSING CONDITIONS

EXHIBIT 10.3

WAIVER OF CLOSING CONDITIONS AND DELIVERIES

(Asset Purchase Agreement)

This Waiver of Closing Conditions and Deliveries (this “Waiver”) is made as of October 22, 2026 by Ecominas Corp., a Nevada corporation (the “Purchaser”), and Franklin Marín Toro, an individual (the “Seller”), with respect to the Asset Purchase Agreement between the Purchaser and the Seller dated October 22, 2026 (the “APA”). Capitalized terms used but not defined here have the meanings given in the APA.

RECITALS

A. The Parties intend that the Closing occur on the Effective Date, and the Seller expects to deliver all of the Purchased Assets electronically at the Closing.

B. So that the Closing is not delayed or called into question by any condition or delivery that is not fully satisfied or completed at the Closing, the Parties wish to waive such conditions and deliveries on the terms below, without waiving any representation, warranty, covenant or remedy.

AGREEMENT

1. Waiver by Purchaser****

To the extent not completed at the Closing, Purchaser waives the requirement that all administrative and documentary deliveries described in Section 3.2 of the APA be completed at the Closing, provided that such deliveries are completed in accordance with Section 3 of this Waiver. Purchaser does not waive the conditions in Sections 6.1 or 6.2 of the APA relating to corporate authorization, lawful issuance, Seller's representations, sanctions compliance or any other requirement that cannot lawfully be waived.

2. Waiver by Seller****

To the extent not completed at the Closing, Seller waives the requirement that all administrative and documentary deliveries described in Section 3.3 of the APA be completed at the Closing, including the transfer agent's subsequent recording of the Consideration Shares, provided that such deliveries are completed in accordance with Section 3 of this Waiver. Seller does not waive the conditions in Sections 6.1 or 6.3 of the APA relating to corporate authorization, lawful issuance or any other requirement that cannot lawfully be waived.

3. Post-Closing Delivery

Any Purchased Asset, document or other item that was required to be delivered at the Closing and was not delivered shall be delivered by the responsible Party as promptly as practicable and in any event within thirty (30) days after the Closing Date, and shall be identified as an open deliverable in the Closing Delivery Acknowledgment. Such obligations are covenants under the APA, and the Purchaser’s title to all Purchased Assets vests at the Closing regardless of when physical or electronic delivery is completed. Nothing in this Waiver excuses the Seller from validly transferring title to the Purchased Assets at Closing or permits the Parties to waive any requirement imposed by applicable law.

4. No Waiver of Representations or Remedies

This Waiver applies only to conditions to the Closing and the timing of deliveries. It does not waive, limit or modify any representation, warranty, covenant or indemnification obligation under the APA or the IP Assignment, including the Seller’s representations as to title and freedom from liens and encumbrances, and each Party retains all rights and remedies for any breach or for any failure to complete a post-closing delivery.

5. General

This Waiver is governed by Nevada law, forms part of the closing documents under the APA, and may be executed in counterparts and by electronic signature.

Ecominas Corp. — Waiver of Closing Conditions and Deliveries

IN WITNESS WHEREOF, the Parties have executed this Waiver as of the date first written above.

Ecominas Corp. — Waiver of Closing Conditions and Deliveries