Blueprint






 







AMENDMENT AGREEMENT

 


This
Amendment Agreement (the “Agreement”), dated as of
November 20, 2017, is entered into by and between Cantabio
Pharmaceuticals Inc., a Delaware corporation (the
“Company”), and YA II PN,
Ltd. (the “Note
Holder”) and is the basis for the amendment of three
convertible notes (as discussed below) the Company issued to the
Note Holder.

 



BACKGROUND

 



(A) 

Pursuant a
Securities Purchase Agreement, dated January 25,
2017 and as amended and restated on May 3, 2017 (the
“SPA”),
the Company agreed to issue and sell to YA II PN, Ltd. (the
“Buyer”), and the Buyer
agreed to purchase from the Company, certain convertible debentures
for an aggregate subscription amount of $600,000, on the terms and
conditions set forth therein.





 



(B) 

On January 25,
2017, the Buyer subscribed and paid for a Convertible Debenture
(the “First
Convertible Debenture”) in the principal Amount of
$300,000, of which all $300,000 of principal (plus accrued and
unpaid interest thereon) remains outstanding.





 



(C) 

On March 2, 2017,
the Buyer subscribed and paid for a Convertible Debenture (the
“Second Convertible
Debenture”) in the principal Amount of $150,000, of
which all $150,000 of principal (plus accrued and unpaid interest
thereon) remains outstanding.





 



(D) 

On May 3, 2017, the
Buyer subscribed and paid for a Convertible Debenture (the
“Third Convertible
Debenture” and collectively with the First Convertible
Debenture, the Second Convertible Debenture, and any subsequent
debentures issued in exchange of any of the foregoing, the
“Convertible
Debentures”) in the principal Amount of $150,000, of
which the Buyer has converted $100,000 of principal and $3,174.65
of accrued interest on the Third Debenture into shares of common
stock and $50,000 of principal (plus accrued and unpaid interest
thereon) remains outstanding.





 



(E) 

The Convertibles
Debentures each have a maturity date of January 25, 2018, and the
Company and the Note Holder wish to extend such maturity dates to
November 20, 2018.





 



(F) 

The Convertibles
Debentures each have a Floor Price of $0.05, and the Company and
the Note Holder wish to reduce the Floor Price to
$0.01.





 


AGREED
TERMS

 



1.            


Definitions and interpretation





 


Capitalized terms
not otherwise defined herein shall have the meanings set forth in
the Convertible Debentures.

 



2.            


Extension of Maturity Date





 


The
Company and the Note Holder agree to extend the Maturity Date of
each Convertible Debenture for an additional twelve months so that
the Maturity Date of each Convertible Debenture is now November 20,
2018.

 



3.            


Reduction to Floor Price





 


The
Company and the Note Holder agree that the definition of the Floor
Price in Section 16(j) of each of the Convertible Debentures shall
be deleted in its entirety and replaced with the new definition set
froth below:

 



Section
16(j)                                 

“Floor Price” means $0.01
per share.





 



4.            


Representations and warranties





 


Each
party to this Agreement represents and warrants to the other as of
the date of this Agreement that:

 



(a)            

it has the
requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated by this
Agreement;





 



(b)            

it has taken all
necessary corporate actions to authorize the execution, delivery
and performance of this Agreement and no further action is required
by it, its Board of Directors or managers or its stockholders or
members in connection therewith; and





 



(c)            

the obligations
assumed by it in this Agreement are legal, valid, and enforceable
obligations binding on it in accordance with its
terms.





 



5.            


Counterparts and delivery





 


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

 



6.            


Governing law





 


This
Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this
Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members,
employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue
for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under the
Securities Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any other manner permitted by
law.

 



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IN WITNESS WHEREOF, the Company and the
Holder have caused this Extension Agreement to be signed by their
duly authorized officers.

 


 

 


 

 


CANTABIO
PHARMACEUTICALS INC.

 


 

 


By:           

 


Name:

 


Title:                      

 


 

 


 

 


 

 


	
 

	


YA II PN, LTD.


 


	
 

	

By:            Yorkville
Advisors Global, LP


 


	
 

	

Its:            Investment
Manager


 


	
 

	
 


	
 

	

       By:
Yorkville Advisors Global II, LLC


 


	
 

	

       Its:
General Partner


 


	
 

	
 


	
 

	

       By:                       __________________________


 


	
 

	

       Name:


 


	
 

	

       Title: