FORM OF DEBT CONVERSION AGREEMENT
FORM OF
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:
WHEREAS, the Company has accrued debt to the
Investor, in the form of an unpaid bonus, of which the Company and
Investor desire to convert $[------------] (the
“Debt”)
into shares of Common Stock.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Investor and the
Company agree as follows:
1. Conversion to Common
Stock. Effective as of March
[--], 2018, the Debt shall be converted into shares of Common Stock
at a price per share of $[0.025] for an aggregate number of shares
of [----------------]. Upon execution of this Agreement, the
Company shall instruct its transfer agent to issue a total of
[----------------] shares of Common Stock to the Investor, and the
Investor shall acknowledge the payment of
[$--------].
2. Investor
Representations. The Company is
issuing the Common Stock to Investor in reliance upon the following
representations made by Investor:
(a) Investor acknowledges and agrees that the
shares of Common Stock are characterized as “restricted
securities” under the Securities Act of 1933 (as amended and
together with the rules and regulations promulgated thereunder, the
“Securities
Act”) and that, under the
Securities Act and applicable regulations thereunder, such
securities may not be resold, pledged or otherwise transferred
without registration under the Securities Act or an exemption
therefrom. Investor acknowledges and agrees that (i) the
shares of Common Stock are being offered in a transaction not
involving any public offering in the United States within the
meaning of the Securities Act, and the shares of Common Stock have
not yet been registered under the Securities Act, and
(ii) such shares of Common Stock may be offered, resold,
pledged or otherwise transferred only in a transaction registered
under the Securities Act, or meeting the requirements of Rule 144,
or in accordance with another exemption from the registration
requirements of the Securities Act (and based upon an opinion of
counsel if the Company so requests) and in accordance with any
applicable securities laws of any State of the United States or any
other applicable jurisdiction.
(b)
Investor acknowledges and agrees that (i) the registrar or
transfer agent for the shares of Common Stock will not be required
to accept for registration of transfer any shares except upon
presentation of evidence satisfactory to the Company that the
restrictions on transfer under the Securities Act have been
complied with and (ii) any shares of Common Stock in the form
of definitive physical certificates will bear a restrictive
legend.
(c)
Investor acknowledges and agrees that: (a) the shares of
Common Stock have not been registered under the Securities Act, or
under any state securities laws, and are being offered and sold in
reliance upon federal and state exemptions for transactions not
involving any public offering; (b) Investor is acquiring the
shares of Common Stock solely for its own account for investment
purposes, and not with a view to the distribution thereof in a
transaction that would violate the Securities Act or the securities
laws of any State of the United States or any other applicable
jurisdiction; (c) Investor is a sophisticated purchaser with
such knowledge and experience in business and financial matters
that it is capable of evaluating the merits and risks of purchasing
the shares of Common Stock; (d) Investor has had the
opportunity to obtain from the Company such information as desired
in order to evaluate the merits and the risks inherent in holding
the shares of Common Stock; (e) Investor is able to bear the
economic risk and lack of liquidity inherent in holding the shares
of Common Stock; (f) Investor is an “accredited
investor” within the meaning of Rule 501(a) under the
Securities Act; and (g) and (g) Investor is an officer
and/or director of the Company and has the capacity to protect his
own interests in connection with the purchase of the Common
Stock.
(d) Investor’s
investment in the Company pursuant to this Common Stock is
consistent, in both nature and amount, with Investor’s
overall investment program and financial condition.
(e)
Investor’s principal residence is in the United
Kingdom.
(f)
The investor is aware that the market price of the common stock is
above the conversion price and has consulted tax counsel in
connection with such difference or determined that no such
consultation is necessary.
3. Miscellaneous.
(a)
This Agreement shall be construed and enforced in accordance with
the laws of the State of New York.
(b)
This Agreement constitutes the entire agreement between the parties
and supersedes all prior oral or written negotiations and
agreements between the parties with respect to the subject matter
hereof. No modification, variation or amendment of this Agreement
(including any exhibit hereto) shall be effective unless made in
writing and signed by both parties.
(c)
Each party to this Agreement hereby represents and warrants to the
other party that it has had an opportunity to seek the advice of
its own independent legal counsel with respect to the provisions of
this Agreement and that its decision to execute this Agreement is
not based on any reliance upon the advice of any other party or its
legal counsel. Each party represents and warrants to the other
party that in executing this Agreement such party has completely
read this Agreement and that such party understands the terms of
this Agreement and its significance. This Agreement shall be
construed neutrally, without regard to the party responsible for
its preparation.
(d)
Each party to this Agreement hereby represents and warrants to the
other party that (i) the execution, performance and delivery
of this Agreement has been authorized by all necessary action by
such party; (ii) the representative executing this Agreement
on behalf of such party has been granted all necessary power and
authority to act on behalf of such party with respect to the
execution, performance and delivery of this Agreement; and
(iii) the representative executing this Agreement on behalf of
such party is of legal age and capacity to enter into agreements
which are fully binding and enforceable against such
party.
(e)
This Agreement may be executed in any number of counterparts and
may be delivered by facsimile transmission, all of which taken
together shall constitute a single instrument.
This
Debt Conversion Agreement is entered into and effective as of the
date first written above.
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COMPANY:
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INVESTOR:
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By:
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