Blueprint





 







AMENDMENT AGREEMENT

 


This
Amendment Agreement (the “Agreement”), dated as of
June 5, 2018, 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 four
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 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 $100,000 of principal (plus accrued and unpaid interest
thereon) remains outstanding.





 



(D) 

On May 3, 2017, the
Buyer subscribed and paid for a Convertible Debenture in the
principal Amount of $150,000, which has been repaid in full and is
no longer outstanding.





 



(E) 

Pursuant a
Securities Purchase Agreement, dated November
20, 2017, 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 $300,000, on the terms and
conditions set forth therein.





 



(B) 

On November 20,
2017, the Buyer subscribed and paid for a Convertible Debenture
(the “Third
Convertible Debenture”) in the principal Amount of
$150,000, of which all $150,000 of principal (plus accrued and
unpaid interest thereon) remains outstanding.





 



(C) 

On February 14,
2018, the Buyer subscribed and paid for a Convertible Debenture
(the “Fourth
Convertible Debenture” and collectively with the First
Convertible Debenture, the Second Convertible Debenture, the Third
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 all $150,000 of
principal (plus accrued and unpaid interest thereon) remains
outstanding.





 



(F) 

The Company and the
Note Holder wish to reduce the Conversion Price of the Convertibles
Debentures to $0.05.





 


AGREED
TERMS

 



1.            


Definitions and interpretation





 


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

 



2.            


Reduction to Fixed Conversion Price





 


The
Company and the Note Holder agree that the definition of the
Conversion Price in Section 3(b) of each of the Convertible
Debentures shall be deleted in its entirety and replaced with the
new definition set forth below:

 



Section
3(b)                                 

“Conversion Price” means,
as of any Conversion Date (as defined below) or other date of
determination the lower of (i) $0.05 or (ii) 93% of the average of
the 3 lowest daily VWAPs during the 10 consecutive Trading Days
immediately preceding the Conversion Date or other date of
determination, but not lower than the Floor Price (the
“Conversion
Price”). The Conversion Price shall be adjusted from
time to time for any stock splits or stock dividends and pursuant
to the other terms and conditions of this Debenture.





 


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

 


Section
16(h) “Default Conversion Price” means the lower of (i)
$0.05 or (ii) 85% of the lowest daily VWAPs during the 20
consecutive Trading Days immediately preceding the applicable date
of determination.

 



3.            


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.





 



4.            


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.

 



5.            


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:           /s/
Gergely Toth

 


Name:
Gergely Toth

 


Title:  
Chief Executive Officer

 

 

 

 


	
 

	


YA II PN, LTD.


 


	
 

	

By:            Yorkville
Advisors Global, LP


 


	
 

	

Its:            Investment
Manager


 


	
 

	
 


	
 

	

       By:
Yorkville Advisors Global II, LLC


 


	
 

	

       Its:
General Partner


 


	
 

	
 


	
 

	

       By: /s/
David Gonzalez


 


	
 

	

       Name: David
Gonzalez


 


	
 

	

       Title: Managing
Member and General Counsel