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  Exhibit 10.9











 



AMENDMENT AGREEMENT


 


This
Amendment Agreement (“Agreement”) is made and entered
into as of October 10, 2017, by and among GT Biopharma Inc.,
a Delaware corporation (the
“Company”), and
the parties identified on the signature page hereto (each a
“Warrant Holder”
and collectively, “Warrant
Holders”). Capitalized terms used but not defined
herein will have the meanings assigned to them in the Warrant
Exercise Agreements (as defined below).


 


Capitalized terms
defined herein shall be incorporated in the Warrant Exercise
Agreements, as appropriate.


 


WHEREAS, on August
25, 2017, the Company and Warrant Holders identified on
Schedule A entered into
Warrant Exercise Agreements (the “Warrant Exercise Agreements”);
and


 


WHEREAS, pursuant
to the terms of the Warrant Exercise Agreements, in exchange for
the cancellation of all indebtedness of the Company, the Company
issued to the Warrant Holders Newly Issued Capital Stock (as
defined in the Warrant Exercise Agreements); and


 


WHEREAS, pursuant
to Section 8(j) of the Warrant Exercise Agreements, a Majority in
Interest may consent to an amendment of any provision of the
Warrant Exercise Agreements on behalf of the Warrant Holders;
and


 


WHEREAS, the
Company has requested the Warrant Holders agree to an amendment of
Section 7 of the Warrant Exercise Agreements.


 


NOW
THEREFORE, in consideration of promises and mutual covenants
contained herein and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby consent and agree as follows:


 



1.           

Section
7 of the Warrant Conversion Agreements shall be amended as
follows:






 



(a)           

the
following language shall be added to the end of Section
7(a):






 


The
restrictions set forth in this Section 7(a) shall terminate if the
Company issues any securities in a financing transaction for the
purpose of raising capital during any time that any New Stock is
outstanding.


 



(b)           

the
following language shall be added to the end of Section
7:







 


“In addition to the obligations set forth
herein, beginning on October 9, 2017 until the earlier of
November 30, 2017 and the end of the Restricted Period, no shares
of New Stock may be sold by a Warrant Holder at a sales price of
less than $7.00 per share of New Stock. During the Restricted
Period, if in effect, from and after December 1, 2017, the
shares of New Stock which may be sold on a particular trading day
(the "Baseline Day") based on such Warrant Holder’s
Percentage (the "Allotted Shares") may be sold by such Warrant
Holder on the Baseline Trading Day and any one or more of the
following five consecutive trading days following the Baseline
Trading Day (for example, if the Warrant Holder determines that its
number of Allotted Shares is 10,000 on the Baseline Trading Day,
then the Warrant Holder may sell the 10,000 shares over the six (6)
consecutive trading day period beginning on the Baseline Trading
Day and continuing for the following five consecutive trading days
after that).”



 



 

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2.           The
Company will immediately notify each of the Warrant Holders upon
the attainment by the Company of the approval of a Majority in
Interest of Warrant Holders.


 



3.           

The Company
represents that the foregoing amendment of Section 7 was requested
by the Company of each Warrant Holder and was not requested by any
Warrant Holder.






 



4.           

Each of the Warrant
Holders hereby represents the truth and accuracy of each Warrant
Holder’s representations and warranties contained in the
Warrant Exercise Agreement when made and also as if such
representations and warranties were made as of the date
hereof.







5.           

Each of the Warrant
Holders executing this Agreement represents to the Company that it
has the authority to enter into and deliver this
Agreement.






 



6.           

All other terms
contained in the Warrant Exercise Agreements remain in
effect.






 


7.           Except
as specifically described herein, there is no other amendment or
waiver is expressed or implied.


 



8.           

Each Warrant Holder
represents to the Company that it is making its own determination
whether it will consent to this Agreement and not as a part of a
group.






 



9.           

All notices,
demands, requests, consents, approvals, and other communications
required or permitted in connection with this Agreement shall be
made and given in the same manner set forth in the Warrant Exercise
Agreements.






 



10.           

This Agreement
shall be governed by and construed in accordance with the laws of
the State of New York without regard to conflicts of laws and
principles that would result in the application of the substantive
laws of another jurisdiction. Any action brought by either party
against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of New York in
the federal courts located in the state of New York. Both parties
and the individuals executing this Agreement and other agreements
on behalf of the parties agree to submit to the jurisdiction of
such courts and waive trial by jury. The prevailing party (which
shall be the party which receives an award most closely resembling
the remedy or action sought) shall be entitled to recover from the
other party its reasonable attorney’s fees and costs. In the
event that any provision of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of
any other provision of any agreement.






 


11.           This
Agreement may be executed in counterparts, all of which when taken
together shall be considered one and the same Agreement and shall
become effective when the counterparts have been signed by each
party and delivered to the other party, it is being understood that
all parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile or PDF transmission, such
signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) the same
with the same force and effect as if such facsimile signature were
an original thereof.


 




 

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IN
WITNESS WHEREOF, the Company and the undersigned Warrant Holders
have caused this Agreement to be executed as of the date first
written above.


 


GT
BIOPHARMA INC.


the
“Company”


 


 



                                                                 

By:_______________________________________






 


 


 


__________________________________________


the
“Warrant Holder”


 


 


By:_______________________________________


 


 




 

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