SECOND AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

SECOND AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is entered into as of September 24, 2018, by and between MOUNT TAM BIOTECHNOLOGIES, INC., a Nevada corporation (“Maker”), and 0851229 BC Ltd. (“Holder”).

RECITALS

A.Maker and Holder entered into that certain Amended Convertible Promissory Note on March 23, 2016 (the “2016 Note”). 

B.The 2016 Note was amended and restated by Maker and Holder pursuant to that certain Second Amended and Restated Secured Convertible Promissory Note entered into as of June 13, 2016, and again amended on March 5, 2018 pursuant to that certain Amendment to Secured Convertible Promissory Note (the “March Note”). 

C.Maker and Holder have agreed to further amend the March Note pursuant to the terms set forth herein.  

NOW THEREFORE, in consideration of the above recitals and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1.The March Note is hereby amended by extending the Maturity Date to November 15, 2018. 

2.This Amendment supersedes any and all other provisions of the March Note which are in conflict with this instrument. 

3.This Amendment constitutes the full and complete agreement between the parties hereto.  All other provisions of the March Note not modified herein shall remain in full force and effect and are incorporated herein. 

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Second Amendment to Amended and Restated Convertible Promissory Note effective as of the effective date set forth above.

MAKER:

MOUNT TAM BIOTECHNOLOGIES, INC.

By:/s/ Xxxxxxx Xxxxxxx 

Name:Xxxxxxx Xxxxxxx 

Title:Chief Executive Officer 

HOLDER:

0851229 BC Ltd.

By:/s/ Xxxx Xxxxxx 

Name:Xxxx Xxxxxx 

Title: Director 

Signature Page to Second Amendment to Secured Convertible Promissory Note