Mount TAM Biotechnologies, Inc. (Form: 8-K, Received: 06/15/2016 15:34:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2016

____________________

MOUNT TAM BIOTECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-192060		45-3797537
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8001 Redwood Boulevard, Novato, California		94925
(Address of principal executive offices)		(Zip Code)

(425) 214-4079

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2016, Mount Tam Biotechnologies, Inc. (the "Company"), and 0851229 BC Ltd. (the "Lender") entered into an amended letter agreement (the "Amended Agreement"), pursuant to which the Lender agreed to provide financing to the Company in an amount not to exceed Five Million Dollars ($5,000,000), pursuant to the terms of an Amended and Restated Secured Convertible Promissory Note (the "Amended Secured Note"), and to extend the due date of the Amended Secured Note by one year. The Company and the Lender also entered into an Amended and Restated Security Agreement (the "Amended Security Agreement") to secure the Company's obligations under the Amended Secured Note.

By way of background, and as previously disclosed, between November 2015 and February 2016, the Lender had made loans (the "Previous Loans") to the Company, which the Company had consolidated into a Secured Convertible Promissory Note (the "March Note") which provided that the amount that could be advanced pursuant to the March Note would not exceed One Million Dollars ($1,000,000). The Lender and the Company agreed that the Company's obligations under the March Note would be secured by a first priority security interest in all assets of the Company on the terms and conditions set forth in a Security Agreement effective as of November 9, 2015 by and between the Company and the Lender (the "Original Security Agreement").

Subsequently, the Lender agreed that the Lender may provide additional financing to the Company, in an amount up to Five Million Dollars ($5,000,000), pursuant to the terms of the Amended Secured Note. The Lender did not provide any additional consideration to the Company for the Amended Agreement. The Company and the Lender further agreed that any future advances under the Amended Secured Note would be deemed to increase the amount owing by the Company to the Lender under the Amended Secured Note. The Company and the Lender stated their intentions that all advances made by the Lender to the Company prior to the date of the Amended Letter Agreement would be deemed to be made as of the respective dates of such advances, and that the Amended Secured Note would be viewed as aggregating all amounts owing by the Company to the Lender as of the date of the Amended Secured Note, and not as a new investment by the Lender in the Company, or a new investment decision by the Lender.

Interest accrues on the outstanding principal amount of all loans issued under the Amended Secured Note at the rate of 3% per annum. Unless earlier converted into equity securities (as described below), the then-outstanding principal amount and accrued and unpaid interest on the Secured Note is due and payable on the maturity date, which is March 18, 2018. The Amended Secured Note may not be prepaid, in whole or in part, without the prior written consent of the Lender.

In the Amended Security Agreement, the Company and the Lender agreed that all amounts, liabilities and obligations owed by the Company to the Lender (including, but not limited to, all amounts owed under the Amended Secured Note) are secured by a first priority security interest in all assets of the Company on the terms and conditions set forth in the Amended Security Agreement, effective as of November 9, 2015, by and between the Company and the Lender. Under the Amended Security Agreement, the Company agreed not to subject its assets to any liens or encumbrances during the effectiveness of the Amended Security Agreement, other than certain permitted liens.

Under the Amended Secured Note, if the Company issues capital stock or any security convertible into or exercisable for its capital stock in a transaction, the primary purpose of which is to raise capital (a "Financing"), the Lender may convert all or any portion of the outstanding principal amount and accrued and unpaid interest into the same securities issued by the Company in the Financing (the "Financing Securities") at a conversion price equal to eighty percent (80%) of the price per Financing Securities paid by the other investors in the Financing. If the Company consummates a Qualified Financing (as hereinafter defined) then the outstanding principal amount and all accrued and unpaid interest shall automatically convert into the same securities issued to investors in the Qualified Financing (the "Qualified Financing Securities") at a conversion price equal to eighty percent (80%) of the price per Qualified Financing Securities paid by the other investors in the Qualified Financing. A "Qualified Financing" means a Financing which results in gross proceeds to the Company, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of indebtedness converted into equity securities in such Financing), in which either (i) the investor leading negotiations with the Company is a bona fide institutional investor or (ii) the investor leading negotiations with the Company is not a bona fide institutional investor but the Financing includes commercially reasonable customary terms and conditions for an equity financing of an early-stage biopharmaceutical company.

Additionally, all amounts due under the Amended Secured Note shall accelerate upon the occurrence of any of the following events of default: (i) the Company fails to pay any amounts payable under the Secured Note when due; (ii) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, or seeks the appointment of a custodian, receiver, trustee (or other similar official) of the Company or all or any substantial portion of the Company's assets, or makes any assignment for the benefit of creditors or takes any action in furtherance of any of the foregoing, or fails to generally pay its debts as they become due; (iii) an involuntary petition is filed, or any proceeding or case is commenced, against the Company (unless such proceeding or case is dismissed or discharged within sixty (60) days of the filing or commencement thereof) under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, liquidation or moratorium statute, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is applied or appointed for the Company or to take possession, custody or control of any property of the Company, or an order for relief is entered against the Company in any of the foregoing; (iv) the Company breaches or defaults under any agreement, instrument or document involving any obligation for borrowed money of more than $100,000 in the aggregate; (v) the Company materially breaches any other agreement with the Lender; (vi) the Company borrows any funds from a third party without repaying the Amended Secured Note in full (excluding account and trade payables incurred in the ordinary course of business); or (vii) the Company is party to a merger, or there is a sale of a controlling interest in the outstanding stock of the Company, or a sale of all or substantially all of the Company's assets, or enters into an agreement for any of the foregoing.

As previously disclosed, the Lender is also a stockholder of the Company and moreover is affiliated with other existing stockholders of the Company. The Lender and these affiliated entities are also affiliated with US Equity Holdings, and US Equity Holdings is affiliated with the Lender. In addition, Chester Aldridge, a director and stockholder of the Company, is the Chief Executive Officer of US Equity Holdings. Based on the current conditions in the economy generally, the lack of more promising financing alternatives, and the short-term and long-term capital needs of the Company and the Company's financial condition and capital requirements, the Company believes that the terms and conditions of the Amended Secured Note, the Amended Agreement, and the Amended Security Agreement are as favorable as the Company would have obtained from an unaffiliated third party lender.

The foregoing descriptions of the Amended Secured Note, the Amended Agreement, and the Amended Security Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the agreements themselves. Copies of the Amended Secured Note, the Amended Agreement, and the Amended Security Agreement are attached hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and each is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above regarding the Amended Secured Note, the Amended Agreement, and the Amended Security Agreement and the transactions contemplated thereby is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The securities under the Amended Secured Note and the securities of the Company into which they are convertible (either directly or indirectly) were offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. The Lender has represented to the Company that it is an accredited investor. No person received any underwriting discount or commission in connection with the issuance of the securities described in Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

99.1 Amended and Restated Secured Convertible Promissory Note

99.2 Amended and Restated Security Agreement

99.3 Amended Letter Agreement dated June 14, 2016

99.4 Press Release dated June 14, 2016

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOUNT TAM BIOTECHNOLOGIES, INC.

Date: June 15, 2016	By:	/s/ Dr. Richard Marshak
	Name:	Dr. Richard Marshak
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Exhibit Description

99.1 Amended and Restated Secured Convertible Promissory Note

99.2 Amended and Restated Security Agreement

99.3 Amended Letter Agreement dated June 14, 2016

99.4 Press Release dated June 14, 2016

June 14, 2016

0851229 BC Ltd.
c/o US Equity Holdings

336 Bon Air Center #418

Greenbrae, CA 94904

Attn: Chester P. Aldridge

Re: Amended Letter Agreement

This Amended Letter Agreement is intended to describe in writing an agreement between Mount Tam Biotechnologies, Inc. (the " Maker ") and 0851229 BC Ltd. (the " Holder ") regarding the aggregate principal amount of indebtedness which may be outstanding pursuant to that certain Amended and Restated Secured Convertible Promissory Note issued by the Maker to the Holder on June 14, 2016, effective as of November 9, 2015 (the " Amended Secured Note "). The Holder agrees to provide financing to the Company pursuant to, and subject to the terms of, the Amended Secured Note, in an amount not to exceed Five Million Dollars (the "Maximum Note Amount"). The Maker and the Holder hereby agree that the aggregate principal amount of all outstanding loans made under the Amended Secured Note shall not exceed the Maximum Note Amount at any time. Except as expressly provided herein, the Amended Secured Note shall remain in full force and effect following the date hereof. Additionally, the Maker and the Holder agree that the payment by the Maker of all amounts due and owing under Amended Secured Note shall be secured by the Amended and Restated Security Agreement between the Maker and the Holder, dated of even or near date herewith.

By signing below, he Maker and the Holder understand, acknowledge, and agree that the Holder has not provided, and is not required to provide, any additional consideration to the Maker, in connection with the execution of this Amended Letter Agreement, or the issuance of the Amended Secured Note, and that any future advances under the Amended Secured Note shall be deemed to increase the amount owing by the Maker to the Holder under the Amended Secured Note. The Maker and the Holder intend that all advances made by the Holder to the Maker prior to the date of this Amended Letter Agreement shall still be deemed to be made as of the respective dates of such advances, and that the Amended Secured Note shall be viewed as aggregating all amounts owing by the Maker to the Holder as of the date of the Amended Secured Note, and not as a new investment by the Holder in the Maker, or a new investment decision by the Holder.

All rights and obligations hereunder shall be governed by the laws of the State of California (without giving effect to principles of conflicts or choices of law). This letter agreement may not be amended or modified without the prior written consent of the Maker and the Holder. Neither the Maker nor the Holder may assign, sell or otherwise transfer this letter agreement or any of their respective rights and duties hereunder without the prior written consent of the other party hereto; provided that the rights and obligations hereunder shall automatically be assigned to any person to whom the Maker or the Holder transfer the Secured Note in compliance with the terms of the Secured Note. This letter agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one party but all such counterparts taken together shall constitute one and the same agreement. Nothing in this letter agreement, express or implied, is intended to confer upon any party other than the parties hereto or their permitted successors and assigns any rights, remedies, obligations or liabilities under or by reason of this letter agreement.

MOUNT TAM BIOTECHNOLOGIES, INC.

By: /s/ Richard Marshak

Print Name: Dr. Richard Marshak

Title: Chief Executive Officer

0851229 BC LTD.

By: /s/ Doug Froese

Print Name: Doug Froese

Title: Director

THIS NOTE AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO Mount Tam Biotechnologies, Inc. THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE

See Schedule 1 for Principal Amount(s)

Amendment Date: June 14, 2016

Initial Issuance Date: November 9, 2015

FOR VALUE RECEIVED, Mount Tam Biotechnologies, Inc., a Nevada corporation (the " Maker "), promises to pay to 0851229 BC Ltd. or its permitted assigns (the " Holder ") the principal sum of the loans set forth on Schedule 1 hereto (as such schedule may be updated for future loans), together with interest on the unpaid principal balance(s) under this Note from time to time outstanding at the rate of 3% per year, minus any amounts prepaid by the Maker or converted by the Holder pursuant to the terms of this Amended and Restated Secured Convertible Promissory Note (the "Amended Note"), until paid in full. Subject to the conversion provisions set forth herein or permitted prepayments pursuant to the terms of this Amended Note, all outstanding principal and accrued interest shall be due and payable on March 18, 2018. Interest on the outstanding amounts due under this Amended Note shall be computed for each draw down from the date of each loan (to be set forth on Schedule 1 hereto) on the basis of a year of 365 days for the actual number of days elapsed. All cash payments by the Maker under this Amended Note shall be in immediately available funds.

As mutually agreed by the Maker and Holder pursuant to a Letter Agreement between the Maker and the Holder dated as of June 14, 2016, Holder has agreed to lend additional funds under this Amended Note, and the Holder and the Maker shall update Schedule 1 hereto to reflect the dates and amounts of such draw-downs. In the event of any dispute, Holder's books and records will be dispositive on the issue of the amounts and dates of the loans absent manifest error.

The payment of all amounts due under this Amended Note, and the performance of all obligations of Maker under this Amended Note, are fully secured by the Security Agreement between the Maker and Holder effective as of November 9, 2015 (the " Security Agreement ").

Effective upon the closing of any Financing (as defined below) while this Amended Note is outstanding, at the sole and exclusive option of the Holder, some or all of the outstanding principal and interest under this Amended Note (the " Outstanding Amount ") can be converted into shares of the same class and series of capital stock of the Maker issued to investors in the Financing (the " Financing Securities ") at a conversion price equal to 80% of the price per share of Financing Securities paid by the other investors in the Financing. " Financing " means the issuance of stock by the Maker or any security convertible into, exchangeable for, or exercisable for stock of the Maker, after the date hereof; provided that the primary purpose of such issuance must be to raise capital (and as such excludes, for the avoidance of doubt, issuances of stock of the Maker or securities convertible into, exchangeable for or exercisable for stock of the Maker to employees, directors, consultants or other service providers in connection with the provision of goods or services to the Maker).

Effective upon the closing of any Financing resulting in gross proceeds to the Maker, in one or a series of related transactions, of at least $2,000,000 (including the aggregate amount of any indebtedness converted into equity securities in such Financing) in which either (i) the investor leading the negotiation with the Maker is a bona fide institutional investor or (ii) if the investor leading the negotiation is not a bona fide institutional investor, such Financing includes commercially reasonable customary terms and conditions for an equity financing of an early stage biopharmaceutical company, which may (but shall not be required to) include one or more of the following terms: liquidation preferences, dividend rights, protective provisions, voting rights, anti-dilution provisions, conversion rights, board representation for the investors, redemption rights, preemptive rights, information rights, registration rights, drag-along rights, rights of first refusal and co-sale rights (in the case a Financing satisfies either clause (i) or (ii) above, a " Qualified Financing ") then the aggregate Outstanding Amount shall automatically without any further action of the parties be converted into shares of the same class and series of capital stock of the Maker issued to investors in the Qualified Financing (the " Qualified Financing Securities ") at a conversion price equal to 80% of the price per share of Qualified Financing Securities paid by the other investors in the Qualified Financing. The parties acknowledge and agree that a Financing which contains commercially reasonable customary terms and conditions for an equity financing of an early stage biopharmaceutical company does not have to contain all of the examples of terms listed in sub-clause (ii) of the preceding sentence.

The Maker shall notify the Holder in writing of the anticipated occurrence of a Financing at least 20 days prior to the closing date of the Financing or any Qualified Financing.

In lieu of the Maker issuing any fractional shares to the Holder upon the conversion of this Amended Note, the Maker shall pay to the Holder an amount equal to the product obtained by multiplying the applicable conversion price by the fraction of a share not issued pursuant to the conversion of this Amended Note.

Upon the conversion of this Amended Note pursuant to the terms set forth herein, the Holder agrees to (i) execute and deliver to the Maker a customary 180-day lock-up agreement in connection with an initial public offering, and (ii) execute and deliver to the Maker all transaction documents entered into in connection with such conversion, which may include a purchase agreement, investor rights agreement, voting agreement, right of first refusal and co-sale agreement and/or other ancillary agreements, with customary representations and warranties and transfer restrictions. The Holder agrees in connection with any conversion of this Amended Note to deliver the original of this Amended Note (or a notice to the effect that the original Amended Note has been lost, stolen or destroyed and an agreement acceptable to the Maker whereby the Holder agrees to indemnify the Maker from any loss incurred by it in connection with this Amended Note) prior to conversion.

This Amended Note shall become immediately due and payable without notice or demand (but subject to the conversion rights set forth herein) upon the occurrence at any time of any of the following events of default (individually, an " Event of Default " and collectively, " Events of Default "):

(1) the Maker fails to pay any of the principal, interest or any other amounts payable under this Amended Note when due and payable;

(2) the Maker files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or seeks the appointment of a custodian, receiver, trustee (or other similar official) of the Maker or all or any substantial portion of the Maker's assets, or makes any assignment for the benefit of creditors or takes any action in furtherance of any of the foregoing, or fails to generally pay its debts as they become due;

(3) an involuntary petition is filed, or any proceeding or case is commenced, against the Maker (unless such proceeding or case is dismissed or discharged within 60 days of the filing or commencement thereof) under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, liquidation or moratorium statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is applied or appointed for the Maker or to take possession, custody or control of any property of the Maker, or an order for relief is entered against the Maker in any of the foregoing;

(4) the occurrence of a breach or default under any agreement, instrument or document to which the Maker is a party or by which it is bound, involving any obligation for borrowed money of more than $100,000 in the aggregate;

(5) the Maker materially breaches any other agreement with the Holder (including without limitation any security agreement); or

(6) the Maker borrows any funds from a third party without repaying this Amended Note in full (excluding for this purpose account and trade payables incurred by the Maker in the ordinary course of business), or the Maker is party to a merger, or there is a sale of a controlling interest in the outstanding stock of the Maker, or a sale of all or substantially all of the Maker's assets, or enters into an agreement for any of the foregoing.

Upon the occurrence of an Event of Default, the Holder shall have then, or at any time thereafter, all of the rights and remedies afforded creditors generally by the applicable federal laws or the laws of the State of California.

Notwithstanding anything to the contrary, this Amended Note may not be prepaid, in whole or in part, without the prior written consent of the Holder. The Maker shall disclose in writing to the Holder if and when it is in material discussions with respect to a Qualified Financing or a Financing.

All payments by the Maker under this Amended Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law.

The Maker shall pay the reasonable costs and expenses (including reasonable attorney's fees and disbursements) that it incurs and, upon presentation of appropriate receipts, that the Holder incurs with respect to the preparation, negotiation, execution and delivery of this Amended Note, any security agreement and any other agreement or instrument contemplated hereby or thereby. After the occurrence of an Event of Default, the Maker shall pay all costs and expenses, including, without limitation, reasonable attorneys' fees and court costs, incurred in connection with any act or actions taken to collect or otherwise satisfy the obligations due under this Amended Note, any security agreement and any other agreement or instrument contemplated hereby or thereby.

No delay or omission on the part of the Holder in exercising any right under this Amended Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. This Amended Note may not be amended or modified without the prior written consent of the Maker and the Holder.

All payments by the Maker under this Amended Note shall be applied first to any fees and expenses due and payable hereunder, then to the accrued interest due and payable hereunder and the remainder, if any, to the outstanding principal.

The Maker hereby waives presentment, demand, protest and notices of every kind and assents to any permitted extension of the time of payment and to the addition or release of any other party primarily or secondarily liable hereunder.

Until the conversion of this Amended Note, the Holder shall not have or exercise any rights by virtue of this Amended Note as a stockholder of the Maker.

All rights and obligations hereunder shall be governed by the laws of the State of California (without giving effect to principles of conflicts or choices of law) and this Amended Note is executed as an instrument under seal.

Neither the Maker nor the Holder may assign, sell or otherwise transfer this Amended Note or any of their respective rights and duties hereunder without the prior written consent of the other party hereto.

The Maker acknowledges that neither this Amended Note nor any securities issuable upon the conversion of this this Amended Note (collectively, the " Amended Note Securities ") will be registered under the Securities Act of 1933, as amended (the " Securities Act "), or any state securities laws. The Holder represents that (i) it is acquiring the Amended Note Securities for its own account, for investment purposes only and not with a view to, or for sale in connection with, any distribution and (ii) it is an "accredited investor" under Regulation D promulgated under the Securities Act.

This Amended Note amends and restates in its entirety the terms and conditions of the Note issued by the Maker to the Holder on March 23, 2016 (the "March Note"), which amended and restated the terms of loans made by the Holder to the Maker between November 9, 2015, and February 2, 2016 (collectively, the " Previous Loans "). Upon the execution of the March Note, (i) the terms and conditions of the Previous Loans were automatically without any further action of the parties be amended and restated to the terms of the March Note, and (ii) any terms and conditions of the Previous Loans which conflict with the terms and conditions of the March Note were deemed to be of no further force and effect. Pursuant to the terms of this Amended Note, (i) this Amended Note shall be deemed to fully replace and restate the March Note; (ii) any terms and conditions of the March Note which conflict with the terms and conditions of this Amended Note shall be deemed to be of no further force and effect; and (iii) each party shall only have the rights and obligations set forth herein or in the Amended and Restated Security Agreement with respect to the Previous Loans, the March Note, or this Amended Note. This Amended Note constitutes the entire contract between the parties hereto with regard to the subject matter hereof. It supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof (including any terms of the Previous Loans or the March Note).

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Amended Note effective as of the effective date set forth above.

MAKER:

MOUNT TAM BIOTECHNOLOGIES, INC.

By: /s/ Richard Marshak

Print Name: Dr. Richard Marshak

Title: Chief Executive Officer

HOLDER:

0851229 BC Ltd.

By: /s/ Doug Froese

Print Name: Doug Froese

Title: Director

Schedule 1

Schedule of Drawdowns

Date	Amount

11/9/15	$	66,004.25
11/19/15	$	25,000
12/17/15	$	50,000
1/15/16	$	35,000
2/2/16	$	40,000
4/5/16	$	30,000
4/8/16	$	35,000
4/28/16	$	30,000
5/6/16	$	25,000
5/9/16	$	25,000
5/12/16	$	25,000
6/2/16	$	75,000
6/8/16	$	25,000
6/9/16	$	12,000

AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDED AND RESTATED SECURITY AGREEMENT (this " Agreement ") by and among Mount Tam Biotechnologies, Inc., a Nevada corporation (the " Debtor ") on the one hand, and 0851229 BC Ltd. on the other hand (" Secured Party ") is made and entered into on June 14, 2016, and is effective as of the 9th day of November 2015 . On June 14, 2016, the Debtor issued to the Secured Party an Amended and Restated Secured Convertible Note (the "Amended Secured Note"), which amended and restated a prior note issued by the Debtor to the Secured Party on March 23, 2016. In consideration of the financial accommodations extended to the Debtor by the Secured Party, and specifically in connection with the Amended Secured Note, the Debtor hereby agrees that the Secured Party shall have all of the rights given herein against the Debtor in addition to those given by law or by the Amended Secured Note issued by the Debtor to the Secured Party on June 14, 2016, and effective as of November 9, 2015, or any other agreement or document underlying the Liabilities.

1. The Debtor and the Secured Party expressly acknowledge and agree as follows:

(a)

The terms of this Agreement shall apply to the Amended Secured Note, including to all prior advanced and loans made by the Secured Party to the Debtor from November 9, 2015, through the date of this Agreement, and to all advances made by the Secured Party to the Debtor pursuant to the Amended Secured Note pursuant to the terms thereof.

(b)	The Debtor agreed to issue the Amended Secured Note to the Secured Party pursuant to an agreement between the Debtor and the Secured Party to increase the amount available to the Debtor under the Amended Secured Note, up to Five Million Dollars ($5,000,000).

2. The term " Liabilities " as herein used shall include all indebtedness, obligations and liabilities of any kind of Debtor to the Secured Party, whether now existing or hereafter incurred, including without limitation those pursuant to or arising under the Note and any other promissory notes (the Note and such other promissory notes, together with this Agreement, the " Loan Documents ") executed between the Debtor and the Secured Party (as the same may be amended, modified or restated from time to time and any Loan Documents exchanged or substituted for the Loan Documents). Except as set forth on Exhibit A hereto, on March 18, 2016, there is currently no other indebtedness, obligations or known liabilities of the Debtor to the Secured Party.

3. In order to secure the performance of the Debtor's payment and other obligations under the Loan Documents, the Debtor hereby grants to the Secured Party a first priority security interest (the " Security Interest "), subject only to Permitted Security Interests, in all of the present and future assets of the Debtor and all products and proceeds of those assets, including but not limited to the following, to secure the Debtor's due and punctual payment of the Loan Documents (hereinafter referred to collectively as the " Collateral "):

(a)

All equipment, including machinery, motor vehicles, office equipment, furniture, fixtures, along with all other parts, tools, trade-ins, repairs, accessories, accessions, modifications, and replacements, whether now owned or subsequently acquired, constructed, or attached or added to, or placed in, the foregoing;

(b)

All inventory, wherever located, including goods, merchandise and other personal property, held for sale or lease or furnished or to be furnished under a contract of service, or constituting raw materials, work in process or materials used or consumed in the Debtor's business, or consigned to others or held by others for return to the Debtor, whether now owned or subsequently acquired or manufactured and wherever located;

(c)

All accounts receivable, including, without limitation, accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles, and any other obligations of any kind whether now existing or hereafter arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, notes, leases, licenses, franchises, supply agreements, and other contracts securing or otherwise relating to any such accounts, contracts, contract rights, chattel paper, instruments, rents, deposits, general intangibles, or obligations;

(d)

All general intangibles, including, but not limited to, corporate names, trade names, trademarks, service marks, trade secrets, inventions, copyrights (including without limitation copyrights for computer programs) and all tangible property embodying copyrights, patents and patent applications, license agreements relating to any of the foregoing and income therefrom, books and records, blue prints and plans, computer programs, tapes and related electronic data processing software, and all corporate ledgers;

(e)	Any and all additions, accessions, substitutions or replacements to or for any of the foregoing;

(f)

Any and all products and proceeds of any or all of the foregoing, including, without limitation, cash, cash equivalents, tax refunds and the proceeds of insurance policies providing coverage against the loss or destruction of or damage to any of the Collateral, or any indemnity, warranty, or guarantee payable by reason of loss or damage to or otherwise with respect to any of the Collateral (whether or not the Debtor is the loss payee thereof);

(g)	All of the Debtor's after-acquired property of the kinds and types described in paragraphs (a) - (f) herein; and

(h)

All records and data relating to any of the property described above, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of the Debtor's right, title, and interest in and to all computer software required to utilize, create, maintain and process any of such records or data or electronic media.

4. The term " Permitted Security Interests " means (i) liens for taxes, fees, assessments, or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; (ii) liens arising from judgments, decrees, or attachments; (iii) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and (iv) purchase money security liens on equipment or vehicles that are hereafter acquired by the Debtor.

5. The Debtor shall preserve the Collateral, keep the Collateral in good repair, subject to ordinary wear and tear, and abstain from and not permit the commission of waste with regard thereto. The Debtor shall maintain insurance coverage in accordance with good business practice against loss or damage to the Collateral by fire and other hazards, with such insurance carriers as are reasonably satisfactory to the Secured Party. In the event of loss or damage to the Collateral, the Debtor shall give immediate written notice thereof to the Secured Party. In such event, if the Debtor fails promptly to adjust or compromise any loss claims under the insurance, the Secured Party shall have the right, at their election, to adjust or compromise any such loss claims under such insurance.

6. The Secured Party is hereby authorized to from time to time to file one or more financing statements (and extensions thereof) under the Uniform Commercial Code (the " Code "), as in effect from time to time in the State of Delaware and/or any such other jurisdiction as Secured Party may decide, naming the Debtor as Debtor and the Secured Party as Secured Party and indicating therein the items of Collateral herein specified. The Debtor will from time to time execute such statements and such other notices, affidavits or other documents as the Secured Party may reasonably deem necessary to protect its Collateral interest hereunder. At this time, the Secured Party is not requesting that the Debtor enter into any agreements other than this Agreement with respect to the Security Interest or the perfection of the Security Interest (such as landlord waivers, deposit account control agreements and intellectual property security agreements) but it reserves the right to do so in its sole discretion to protect its rights hereunder.

7. The Debtor shall not, without at least thirty days prior written notice to the Secured Party, change its principal place of business, change the location of the Collateral (excluding sales of inventory in the ordinary course of business), or change its name or any trade name, in any such case which would require the filing of an additional financing statement or statements then or at any time in the future to preserve the Secured Party' Security Interest in the Collateral.

8. Upon the occurrence of any Events of Default (as determined under the Loan Documents) as a result of which the Secured Party require the payment of amounts due under the Loan Documents whether or not prior to the stated maturity date thereof, the Debtor shall, at the request of the Secured Party, forthwith assemble the Collateral at such reasonable place or places as the Secured Party designate in their request. In addition to any other rights granted by law or under this Agreement, the Secured Party shall have the rights and remedies with respect to the Collateral of a secured party under the Code (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted). In addition, with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession or custody of the Debtor, the Secured Party may sell or cause to be sold in Delaware or elsewhere, in one or more sales or parcels, at such price as the Secured Party may deem best, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any of the Collateral, at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (provided that any such transactions shall be in accordance with the Code and all other applicable laws), and to the extent permitted by law, the purchaser of any or all of the Collateral so sold shall thereafter hold the same absolutely free from any claim or right of whatsoever kind, any such demand, notice, claim or right being hereby expressly waived and released. Notwithstanding the foregoing, unless the Collateral threatens to decline speedily in value or is of a type sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or any intended disposition is to be made. Any requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor at the address given below, at least five days before the time of the sale or disposition. Secured Party may, in its own name, or in the name of any designee, buy at any public sale and if the Collateral is of a type sold in a recognized market, or is of a type which is the subject of widely distributed standard price quotations, buy at private sale. The Secured Party shall apply the net cash receipts from any such sale of the Collateral to the payment of principal of and/or interest of all of the remaining Liabilities, whether or not then due. Notwithstanding that the Secured Party, whether on its own behalf and/or on behalf of another or others, may continue to hold any of the Collateral and regardless of the value thereof, the Debtor shall be and remain liable for the payment in full, of principal and interest, of any balance of the unsatisfied Liabilities at any time unpaid.

9. Subsequent to the occurrence of an Event of Default under the Loan Documents, if, in its sole discretion, the Secured Party deem it desirable, it may remove any Collateral held by it or its agents from the state, city, county or other governmental subdivision or jurisdiction in which it may now or hereafter be held or deposited to any place which it designates and there deal with it as herein provided and in accordance with applicable law.

10. In the event that the Debtor fails to do so after 30 days written notice from the Secured Party, the Secured Party may, but shall not be obligated to, contest, pay and/or discharge all liens, encumbrances, taxes or assessments on, or claims or demands against (other than Permitted Security Interests), any of the Collateral without the consent of the Debtor and take all actions and proceedings in its name or in the name of the Debtor or of any other appropriate person to remove or contest such liens, encumbrances, taxes or assessments, claims or demands; and all sums advanced or paid by the Secured Party, and all reasonable costs, attorneys' fees and expenses relating thereto, shall be Liabilities within the terms of this Agreement.

11. The Secured Party shall not be deemed to have modified, discharged, terminated or waived any of its rights hereunder or any terms, provisions or conditions hereof unless such modification, discharge, termination or waiver is in writing and signed by its duly authorized officers or agents. Nosuch modification, discharge, termination or waiver, unless so expressly stated therein, shall be effective as to any transaction which occurs subsequent to the date thereof nor to any continuance thereof. This Agreement may not be amended or modified without the prior written consent of the Debtor and the Secured Party.

12. Upon reasonable notice during normal business hours, the Debtor agrees to allow any representative of the Secured Party (or any agent or nominee of the Secured Party) to visit and inspect any of the Debtor's properties relating to the Collateral, to examine the books and records and accounts of the Debtor, all at such reasonable times and as often as the Secured Party may reasonably request; provided that the Debtor shall not be obligated to provide information (i) that the Debtor reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form reasonably acceptable to the Debtor) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Debtor and its counsel; provided further that in each such case, the Debtor shall inform the Secured Party in writing of its reliance on sub-clause (i) or (ii). The Secured Party agrees, and shall cause each of its agents or nominees, to hold in confidence and trust and not to use (except in connection with monitoring its investment and prospects of repayment) or disclose any information provided to or learned by it in connection with its rights under the Loan Documents, unless required by applicable law, a court order or any other governmental authority or to exercise or enforce any of its rights under the Loan Documents.

13. This Agreement shall inure to the benefit of the parties hereto, and their respective successors and assigns; provided that no party shall assign its rights hereunder or delegate its obligations hereunder without the prior written consent of the other party. Nodelay on the part of a party in exercising any power or right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right hereunder preclude other or further exercise thereof or the exercise of any other power or right. All rights and remedies of the Secured Party with respect to the Liabilities or the Collateral, whether evidenced hereby or by any other instrument of paper, shall be cumulative and may be exercised singularly or concurrently.

14. All notices, requests, instructions and documents, hereunder shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, as follows:

(1) if to the Debtor:

Mount Tam Biotechnologies, Inc.

8001 Redwood Blvd.

Novato, CA 94945

Attn: President

(2) if to the Secured Party:

c/o US Equity Holdings

336 Bon Air Center #418

Greenbrae, CA 94904

Attn: Chester P. Aldridge

or at such other address as either party may by written notice to the other designate for this purpose. If delivered personally, the date on which a notice, request, instruction or document is delivered shall be the date on which such delivery is made, and if delivered by mail, the date on which such notice, request, instruction or document is deposited in the mail shall be the date of delivery.

15. If any term, condition or provision of this Agreement or of any other agreement or document executed and/or delivered pursuant hereto is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other term, condition or provision of this Agreement.

16. (a) This Agreement and the Loan Documents contain the entire agreement between the Party hereto with respect to the transactions contemplated.

(b)

This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable in the case of contracts made and to be performed entirely within that state.

(c)

Each party hereto shall cooperate with and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Agreement (including but not limited to any actions necessary to release the Security Interest upon the conversion, repayment or termination of the Note).

(d)

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

***

IN WITNESS WHEREOF, this Agreement has been duly executed by the Party hereto as of the date first above written.

SECURED PARTY:

0851229 BC LTD.

By: /s/ Doug Froese

Name: Doug Froese

Title: Director

DEBTOR:

Mount Tam Biotechnologies, Inc.

By: /s/ Richard Marshak

Name: Dr. Richard Marshak

Title: Chief Executive Officer

Exhibit A

Loans evidenced by the Note in the following amounts on the following dates:

Date	Amount
11/9/15	$	66,004.25
11/19/15	$	25,000
12/17/15	$	50,000
1/15/16	$	35,000
2/2/16	$	40,000
4/5/16	$	30,000
4/8/16	$	35,000
4/28/16	$	30,000
5/6/16	$	25,000
5/9/16	$	25,000
5/12/16	$	25,000
6/2/16	$	75,000
6/8/16	$	25,000
6/9/16	$	12,000

Mount Tam Biotechnologies, Inc., Announces $5 Million in Debt Financing

NOVATO, Calif., June 14, 2016 (GLOBE NEWSWIRE) -- Mount Tam Biotechnologies, Inc. ("Mount Tam") ( MNTM ) has entered into a financing arrangement with an existing investor and note holder, pursuant to which Mount Tam issued a secured promissory note pursuant to which the investor has the opportunity to provide up to a total of $5,000,000 in debt financing. The same investor had previously agreed to provide up to $1,000,000 pursuant to a prior note, as described in a Current Report on Form 8-K filed with the SEC on March 31, 2016. This new $5 Million note replaces the previous note.

Richard Marshak, Chief Executive Officer of Mount Tam, said: "This is an exciting development for Mount Tam as it gives us another potential option to finance the advancement of our lead program towards an Investigational New Drug (IND) application filing."

Jim Stapleton, Chief Financial Officer of Mount Tam, said: "The continued support by this existing shareholder provides the flexibility to move our lead program towards IND, through financing at terms and conditions which we believe are favorable to current and future shareholders. The note has an annual interest rate of 3%, and gives the investor the right to convert the debt to equity at a relatively modest discount to a future equity offering price, without any warrants."

About Mount Tam Biotechnologies, Inc.

Mount Tam Biotechnologies, Inc. was established to develop, optimize and bring to market leading medical compounds to better the health and well being of millions of people who have been affected by autoimmune diseases. The organization's most advanced product focuses on the treatment of systemic lupus erythematosus (SLE).

Mount Tam has partnered with the world-renowned Buck Institute for Research on Aging through a worldwide exclusive licensing and collaboration agreement. The assets, which are focused on autoimmune diseases, are highly target-specific polyketides--a class of compounds with an extremely successful track record with the FDA drug approval process. The assets are supported by intellectual property consisting of over 45 worldwide issued patents and patent applications, including composition of matter, manufacturing and therapeutic area applications.

Mount Tam intends to apply its first and most advanced asset, TAM-01, to the Investigational New Drug (IND) application phase of the FDA. It has already completed non-GLP pre-clinical development. The primary focus is to develop TAM-01 for the treatment of systemic lupus erythematosus (SLE) in an expanding orphan drug market. Mount Tam will use the R&D conducted on TAM-01 as the core science for additional assets, including its second product known as TAM-02, which is currently focused on multiple sclerosis (MS). For more information visit www.MountTamBiotech.com

Forward-Looking Statements:

The information disclosed in this press release is made as of the date hereof and reflects Mount Tam's most current assessment of its historical position and financial performance. Actual results may differ from those contained herein due factors outside of the control of Mount Tam. Additionally, this press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections.

These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding the current market volatility, and other factors Mount Tam identifies from time to time in its filings with the SEC. Forward-looking statements are identified by wording such as "scheduled (future sense)" "intend(s)", "plan(s)" "expect(s)", "believe(s)" "will" "estimate(s)", "anticipate(s)", "expect(s)", "may", "would", "could" or "should" or, in each case, the negative thereof, other variations thereon, or comparable terminology that implies anticipated future performance, timing of an IND application, or the results of any such application. Although Mount Tam believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof, and Mount Tam disclaims any intention or obligation to update the forward-looking statements for subsequent events.

Contact:

Company Contact:
Jim Stapleton
Chief Financial Officer
jim@mounttambiotech.com
Phone: 425-214-4079