LOAN AGREEMENT (The Agreement) As of the 8th of December 2016

EX-10.1 2 loan_agreement.htm LOAN AGREEMENT

LOAN AGREEMENT

(“The Agreement”)

As of the 8^th of December 2016

BETWEEN:
Dr. Max Zhu, residing at Flat E, 6/F, Tower 2, Lake Silver, Ma On Shan, Hong Kong, (“the Lender”) and

Cantabio Pharmaceuticals, Inc., 2150 Oakmead Parkway, Sunnyvale, CA 94085 (“the Borrower”)

WHEREAS:

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

IT IS HEREBY AGREED AS FOLLOWS:

1. The following expressions shall, where the context admits, have the following

meanings;

.	a) “Events of Default” means the events described in Clause 7;

.	b) “Loan” means the sum of USD forty five thousand dollars ($45,000) which will be owed by the Borrower to the Lender;

c) “Repayment Term” means a duration of 6 months, expiring on 8^th June 2017;

2. The Borrower will:

a) repay the Loan on or before the end of the Repayment Term.

.	b) be subject to 13% interest per annum on the Loan, calculated pro rata for the period between the date of the arrival of the Loan in the Borrower’s specified bank account and the end of the Repayment Term.

.	c) be subject to 18% interest per annum on the Loan, calculated pro rata from the end of the Repayment Term to the date of the arrival in the Lender’s account the full repayment amount of the Loan.

3. The Lender will:

a) wire the full amount of the Loan within two business days after the date of completion of this agreement to the bank account specified by the Borrower in Appendix A.

b) Provide on the Borrower’s request the bank account details for the repayment of

the loan.

4. All payments to be made by the Borrower shall be made free and clear without deduction of any taxes, levies, imposts, duties, charges, fees, deductions or withholding of any nature unless deduction or withholding of the same is required by law. In the event the Borrower shall pay to the Lender such additional amounts as will result in the Lender receiving the full amount which would have been received had no such deduction or withholding been required.

5. The Borrower represents and warrants:

a) that the acceptance of the Loan and the performance of the Agreement are within its corporate powers and that there is no provision in any law, trust deed or other agreement binding on the Borrower which would conflict with or prevent the Borrower from entering into and performing the Agreement in accordance with its terms.

b) that there are no pending or threatened actions, proceedings or happenings which might materially affect the Borrower from entering into and performing the Agreement in accordance with its terms.

6. The Borrower undertakes that whilst any amount remains outstanding under the Agreement:

a) it will advise the Lender as soon as it becomes aware that an Event of Default has occurred;

7. If any Event of Default shall occur the Lender may, at its absolute discretion

a) give notice that an Event of Default has occurred, and without prejudice to any other right or remedy the Lender may have, the amount then outstanding on the Loan will become immediately due and payable together with any accrued interest or other amount that shall be accrued thereunder. No failure or delay on the part of the Lender to exercise any power, right or remedy it may have under the terms of the Agreement shall operate as a waiver thereof, nor shall any exercise or waiver of any such power, right or remedy preclude its further exercise, or the exercise of any other power, right or remedy. The powers, rights and remedies hereby provided are cumulative and are not exclusive of any powers, rights or remedies provided by law.

8. The Events of Default are:

.	a) if the Borrower fails to pay any monies due hereunder when the same become due, or

b) if a petition is presented or an order is made or an effective resolution is
passed for the winding up of the Borrower, or if circumstances occur which would justify the appointment of a receiver or administrative receiver (or similar person) of all or any part of the business, undertaking or assets of the Borrower, or

.	c) if the Borrower ceases or threatens to cease to carry on its business or any material part of the business, or

.	d) if the Borrower sells, leases or otherwise disposes of all or a substantial part of its business, undertaking or assets by one or more transactions whether related or not other than leases of assets or transfers or other disposal of assets in the ordinary course of business, or

.	e) if any encumbrancer takes possession or a receiver is appointed of any part of the Borrower’s assets, business or undertaking, or

.	f) if any distress execution sequestration or other process levied or enforced upon or sued out against the Borrower’s property in respect of a debt due by the Borrower and is not discharged within twenty-one days, or

.	g) if the Borrower convenes a meeting of, or proposes to enter into any arrangement for the benefit of or composition with its creditors, or

.	h) if any of the representations and warranties contained herein shall prove to be incorrect, or

.	i) if the Borrower breaches any of the undertakings herein contained, or

.	j) if anything analogous to any of the events specified in paragraphs a) to i) occurs under the laws of any applicable jurisdiction.

9. The Borrower may at any time before the end of the Repayment Term make a request to the Lender in writing to increase the amount of the Loan, adjust the interest rate applicable to the outstanding Loan or extend the Repayment Term. Such request must be in writing and delivered to the Lender no later than 14 days before the end of the Repayment Term. Any agreement to such request is at the absolute discretion of the Lender and will be delivered in writing to the Borrower and a copy attached to the Agreement.

10. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of the Borrower.

11. The parties hereby submit to the exclusive jurisdiction of the courts of the jurisdiction of the Borrower, in relation to any disputes that may arise out of or in connection with this agreement and the parties hereby waive any objections on the ground of venue or forum non convenience or any similar grounds.

IN WITNESS WHEREOF the parties hereto have executed this deed the day and year first written above.

/s/ Gergely Toth

Cantabio Pharmaceuticals, Inc.

Gergely Toth, PhD, MBA

CEO

(The Borrower)

/s/ Max Zhu

Dr. Max Zhu

(The Lender)