AMENDMENT TO CONVERTIBLE NOTE
Exhibit 10.1
AMENDMENT TO CONVERTIBLE NOTE
This
Amendment to Convertible Note (this “Amendment”) is entered
into as of January 31, 2021 (the “Effective Date”), by and
between GT Biopharma, Inc., a Delaware corporation (the
“Borrower”) and Alto
Opportunity Master Fund, SPC - Segregated Master Portfolio B (the
“Holder” and together with
the Borrower, the “Parties”) with respect to
that certain Convertible Note Due January 31, 2021, dated December
22, 2020, in the original principal amount of $500,000 (the
“Note”). Any capitalized
term used in this Amendment and not otherwise defined shall have
the meaning ascribed to it in the Note.
RECITALS
A. The
Borrower promised to pay to the Holder the principal amount of the
Note on the Maturity Date (as defined and set forth in the
Note).
B. The
Maturity Date as set forth in the Note was set at January 31,
2021.
C. The
Company has requested that the Maturity Date be extended to
February 15, 2021, and the Holder is willing to do so on the terms
and conditions set forth herein.
NOW, THEREFORE, in
consideration of the promises and the mutual agreements therein, ,
and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
Section 1. Extension of Maturity
Date. The Maturity Date shall be changed to February
15, 2021, effective as of the Effective Date.
Section 2. No Other Modification. The amendment set forth in
Section 1 is
effective only for the express purposes set forth herein, is
limited precisely as written and shall not constitute or be deemed
to constitute an amendment, waiver or modification of, or consent
to any deviation from, the terms and conditions of the Note, except
as expressly set forth herein, and shall not prejudice any right or
remedy which the Holder may now have or may have in the future
under or in connection with the Note. Except as expressly set forth
herein, the Note shall remain in full force and effect and is
hereby confirmed and ratified in all respects.
Section 3. Incorporation by Reference. The terms and
provisions of Section 9 (Miscellaneous) of the Note are hereby
incorporated by reference and shall apply to this Amendment
mutatis mutandis as if fully set forth
herein.
[Signature
page follows]
-1-
IN
WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their duly authorized representatives as of the
Effective Date.
By:
/s/ Xxxxxxx
Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
Chief Financial Officer
ALTO
OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO
B
By: /s/ Xxxxx
Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Director
Signature Page to Amendment to Convertible Note
