Cantabio Pharmaceuticals Inc. Sample Contracts

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 5th, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Amended Agreement”), dated as of May 3, 2017, amends and restates that Securities Purchase Agreement, dated January 25, 2017 (the “Original SPA”), between CANTABIO PHARMACEUTICALS INC., a company incorporated under the laws of the State of Delaware, with headquarters located at 1250 Oakmead Pkwy, Sunnyvale, California, 94085 (the “Company”), and YA II PN, Ltd. (the “Buyer”).

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Contract
Safe (Simple Agreement for Future Equity) • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 27th, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 20, 2017, is between CANTABIO PHARMACEUTICALS INC., a company incorporated under the laws of the State of Delaware, with headquarters located at 1250 Oakmead Pkwy, Sunnyvale, California, 94085 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 1st, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2017, by and among CANTABIO PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).

SECURITY AGREEMENT (in favor of YA II PN, Ltd.)
Security Agreement • November 27th, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

THIS SECURITY AGREEMENT (the “Agreement”) is entered into as of November 20, 2017 by and among (i) Cantabio Pharmaceuticals Inc., a Delaware corporation (the “Issuer”), and (ii) any subsidiary and affiliate of the Issuer listed on Schedule 1 attached hereto either now or joined in the future (the “Subsidiaries”; and jointly, severally, and collectively with the Issuer, the “Grantors”) in favor of YA II PN, Ltd., a Cayman Islands company (the “Secured Party”).

Contract
Consulting Agreement • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services • New York
Contract
Loan Agreement • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 8th, 2018 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2018, is between CANTABIO PHARMACEUTICALS INC., a company incorporated under the laws of the State of Delaware, with headquarters located at 1250 Oakmead Pkwy, Sunnyvale, California, 94085 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).

LOAN AGREEMENT (“The Agreement”)
Loan Agreement • July 14th, 2016 • Cantabio Pharmaceuticals Inc. • Services-management services

WHEREAS: The borrower has requested a loan from the Lender for working capital purposes and the Lender has agreed to grant such loan.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services • Delaware

This Agreement and Plan of Merger (the "Agreement") is made as of this 17th day of December 2015 by and among (i) Cantabio Pharmaceuticals Inc., a Delaware corporation (the "Company"), (ii) Cantabio Acquisition Inc., a Delaware corporation ("Merger Sub"), (iii) Gardedam Therapeutics, Inc., a Delaware corporation ("Gardedam"), (iv) Dr. Gergely Toth, (v) Dr. Thomas Roger Sawyer and (vi) Simon Peace (each a “Party” and together the “Parties”).

AMENDMENT AGREEMENT
Amendment Agreement • June 8th, 2018 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

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.

Agreement
Agreement • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services

NovAliX Deutschland GmbH (“NOVALIX”), a German corporation located at Seckenheimer Landstrasse 4, D-68163 Mannheim, Germany, represented by its Geschäftsführer, Mr Stephan JENN. The (“COMPANY”), Gardedam Therapeutics, Inc. (“GARDEDAM”), headquartered at 1597 Cross Way San Jose, CA 95125 USA, and any acquiring, merging or successor companies, represented by its CEO, Dr. Gergely TOTH, the (“FOUNDER”),

DATED____________________________________
Data and Know-How Licence Agreement • May 5th, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • England
LOAN AGREEMENT
Loan Agreement • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services • Delaware

For value received, the undersigned Lion Consulting Group Inc. (the "Borrower"), promises to pay to the order of Capro Ltd (the "Lender"), the sum of $2500.00 with no interest.

Contract
Loan Agreement • July 14th, 2016 • Cantabio Pharmaceuticals Inc. • Services-management services • California
Contract
Subscription Agreement • July 14th, 2016 • Cantabio Pharmaceuticals Inc. • Services-management services • New York

THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

FORM OF DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 11th, 2018 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Debt Conversion Agreement (the “Agreement”) is entered into as of [March __, 2018] by and between [--------------------] (“Investor”) and Cantabio Pharmaceuticals Inc., a Delaware corporation (the “Company”), with reference to the following facts:

AMENDMENT AGREEMENT
Amendment Agreement • November 27th, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations • New York

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.

TRADE SECRET LICENSE AGREEMENT
Trade Secret License Agreement • July 14th, 2016 • Cantabio Pharmaceuticals Inc. • Services-management services • Delaware

THIS TRADE SECRET LICENSE AGREEMENT is made and entered into as of April 1, 2016 (“Effective Date”), by and between PURDUE RESEARCH FOUNDATION, a statutory body corporate formed and existing under the Indiana Foundation or Holding Companies Act of 1921 (“PRF”), and CANTABIO PHARMACEUTICALS INC., a Deleware corporation, (“LICENSEE”) collectively referred to as the “Parties.”

Contract
Loan Agreement • July 14th, 2016 • Cantabio Pharmaceuticals Inc. • Services-management services • California
Contract
Collaboration Agreement • July 14th, 2016 • Cantabio Pharmaceuticals Inc. • Services-management services • London
Contract
Investment Agreement • December 18th, 2015 • Cantabio Pharmaceuticals Inc. • Services-management services
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LOAN AGREEMENT (“The Agreement”)
Loan Agreement • February 10th, 2017 • Cantabio Pharmaceuticals Inc. • Pharmaceutical preparations

The borrower has requested a loan from the Lender for working capital purposes and the Lender has agreed to grant such loan

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