SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [●], 2023, between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK ZIVO BIOSCIENCE, INC.Warrant Agreement • November 1st, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances)
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zivo Bioscience, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 6th, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2023, between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ZIVO BIOSCIENCE, INC. AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________ ZIVO BIOSCIENCE, INC. FORM OF COMMON STOCK WARRANT AGREEMENTWarrant Agreement • August 26th, 2021 • Zivo Bioscience, Inc. • Food and kindred products • New York
THIS COMMON STOCK WARRANT AGREEMENT(this “Agreement”), dated as of [●], between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC.Common Stock Purchase Warrant • June 2nd, 2021 • Zivo Bioscience, Inc. • Food and kindred products • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on June 2, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZIVO Bioscience, Inc., a Nevada corporation (the “Company”), up to 3,174,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to the Holder’s r
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [*], 2023, between Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
2,760,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2021 • Zivo Bioscience, Inc. • Food and kindred products • New York
The undersigned, ZIVO BIOSCIENCE, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of ZIVO BIOSCIENCE, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SERIES A COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC.Security Agreement • July 6th, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd., or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on July 5, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zivo Bioscience, Inc., a Nevada corporation (the “Company”), up to 1,498,130 shares of common stock, par value, $0.001 per share (“Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price per share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • March 22nd, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances)
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [______], 2023 (the “Issuance Date”) between ZIVO Bioscience, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and Direct Transfer LLC, a Delaware limited liability company (the “Warrant Agent”).
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK ZIVO BIOSCIENCE, INC.Pre-Funded Warrant Agreement • November 1st, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances)
THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zivo Bioscience, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractPlacement Agency Agreement • November 1st, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Zivo Bioscience, Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of C
COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC.Common Stock Purchase Warrant • March 22nd, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on [●], 20[●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zivo Bioscience, Inc., a Nevada corporation (the “Company”), up to [●] shares of common stock, par value, $0.001 per share (“Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price per share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, sub
AMENDED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • January 7th, 2019 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 31st day of December, 2018, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).
WARRANT TO PURCHASE COMMON STOCK ZIVO BIOSCIENCE, INC.Warrant Agreement • June 2nd, 2021 • Zivo Bioscience, Inc. • Food and kindred products
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [ ], or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 23, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on May 27, 2026, the date that is five (5) years following the Commencement Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), up to TWO HUNDRED TWENTY THOUSAND EIGHT HUNDRED (220,800) shares of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PURCHASE WARRANTWarrant Agreement • May 17th, 2010 • Health Enhancement Products Inc • Food and kindred products • Nevada
THIS CERTIFIES that, for value received, Howard R. Baer (together with any subsequent transferees of all or any portion of this Warrant, the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada Corporation (hereinafter called the “Company”), at the price hereinafter set forth in Section 2, up to FIVE HUNDRED THOUSAND (500,000) fully paid and non-assessable shares (the “Shares”) of the Company’s Common Stock, $.001 par value per share (the “Common Stock”).
LOCK-UP AGREEMENTLock-Up Agreement • November 1st, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances)
UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK ZIVO BIOSCIENCE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2021 • Zivo Bioscience, Inc. • Food and kindred products • New York
SECURITY AGREEMENTSecurity Agreement • March 30th, 2012 • Health Enhancement Products Inc • Food and kindred products • Michigan
This Security Agreement (this “Agreement”) is made and entered into effective as of September 8, 2011, by and among HEP INVESTMENTS LLC, a Michigan limited liability company (“Secured Party”) and HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • Delaware
This Subscription Agreement (this “Agreement”) is made as of November 16, 2023, by and among Zivo Bioscience, Inc., a Nevada corporation (the “Company”), and HEP Investments, LLC (the “Subscriber”).
SUPPLY CHAIN CONSULTING AGREEMENTSupply Chain Consulting Agreement • December 9th, 2020 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
THIS SUPPLY CHAIN CONSULTING AGREEMENT (the "Agreement") is made and entered into as of February 27, 2019 (the “Effective Date”) by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company ("Consultant").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2016 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 11, 2016 (the “Effective Date”), by and between Zivo Bioscience Inc. (formerly Health Enhancement Products, Inc.) a Nevada corporation, (the “Company”), and Andrew A. Dahl (“Employee”).
AMENDED AND RESTATED SUBLEASESublease • June 15th, 2007 • Health Enhancement Products Inc • Food and kindred products • Arizona
This Amended and Restated Sublease (“Sublease”) is made and entered into on April 12, 2006, to be effective as of April 1, 2006 (the “Effective Date”), by and between Health Enhancement Products, Inc., a Nevada corporation (the “Subtenant”) and Howard R. Baer, a married man (the “Sublandlord”). Sublandlord and Subtenant are sometimes referred in this Sublease individually as a “Party” and collectively as the “Parties”.
COLLABORATIVE DEVELOPMENT AGREEMENT Between Health Enhancement Products Inc. and HEPI Pharmaceuticals, Inc.Collaborative Development Agreement • February 22nd, 2007 • Health Enhancement Products Inc • Food and kindred products • Delaware
This Collaborative Development Agreement, effective as of the “Effective Date” (defined below), confirms the mutual understanding between Health Enhancement Products Inc., a Nevada corporation (“HEPI”), and HEPI Pharmaceuticals, Inc., a Delaware corporation (“HEPIPHARM”), each having a place of business at 7740 E. Evans Road, Suite A101, Scottsdale, AZ 85260. In this Agreement, HEPI and HEPIPHARM may also be referred to individually as “Party” and collectively as “Parties”.
SIXTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • January 7th, 2016 • Zivo Bioscience, Inc. • Food and kindred products
This Sixth Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of December 31, 2015 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC., a Nevada corporation (“Borrower”).
LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENTLicense Co-Development Participation Agreement • November 12th, 2020 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
THIS LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT (this "Agreement") is made and entered into as of [_______], 2020 (the “Effective Date”) by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (“ZIVO” or the “Company”), whose address is 2804 Orchard Lake Rd., Suite 202, Keego Harbor, Michigan 48320, Attention: Andrew Dahl, CEO, whose email is: adahl@zivobioscience.com, and [_________] ("Partner") whose address is _____, Attention
ContractSecurity Agreement • March 30th, 2012 • Health Enhancement Products Inc • Food and kindred products • Maryland
THIS SECURITY AGREEMENT (the “Agreement”), dated January 26, 2012, is made and granted by HEALTH ENHANCEMENT PRODUCTS, INC.., a Nevada corporation (the “Grantor”), to THE VENTURE GROUP LLC, a Maryland limited liability company, as Secured Party (the “Secured Party”).
LIMITED LICENSE AGREEMENTLimited License Agreement • May 12th, 2017 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
This Agreement is entered into by and between ZIVO Bioscience, Inc., a Nevada corporation (“ZIVO”) whose address is 2804 Orchard Lake Road, Suite 202 Keego Harbor, MI 48320 and NutriQuest, LLC, an Iowa limited liability company (“NutriQuest”) whose address is 3782 9th Street South West, Mason City, IA 50401.
TERMINATION AGREEMENT AND GENERAL RELEASETermination Agreement and General Release • March 30th, 2012 • Health Enhancement Products Inc • Food and kindred products
This Termination Agreement and General Release is between the undersigned Oxford Holdings, LLC (“Oxford”), The Venture Group, LLC (“VG”) and Health Enhancement Products, Inc., a Nevada corporation (the “Company”) and is dated as of this 26th day of January, 2012.
NINTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 12th, 2018 • Zivo Bioscience, Inc. • Food and kindred products
This Ninth Amendment to Loan Agreement (“Eighth Amendment”) is made and entered into as of January 31, 2018 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).
FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 29th, 2014 • Zivo Bioscience, Inc. • Food and kindred products
This Fourth Amendment to Loan Agreement (“Fourth Amendment”) is made and entered into as of December 1, 2014 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).
LICENSE AGREEMENTLicense Agreement • April 15th, 2011 • Health Enhancement Products Inc • Food and kindred products • Arizona
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 2nd day of September, 2010 (the “Effective Date”), by and among Zus Health, LLC, a Utah limited liability company (“Zus”), and Health Enhancements Products, Inc., a Nevada corporation (“HEPI”). HEPI and Zus are also referred to herein individually, as “Party” and collectively, as “Parties”
PATENT, COPYRIGHT, LICENSE AND TRADEMARK SECURITY AGREEMENTPatent, Copyright, License and Trademark Security Agreement • March 30th, 2012 • Health Enhancement Products Inc • Food and kindred products • Michigan
THIS PATENT, COPYRIGHT, LICENSE AND TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of December 2, 2011, by and among HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”), HEALTH ENHANCEMENT CORPORATION, a Nevada corporation (“HEC”), and HEPI PHARMACEUTICALS, INC., a Delaware corporation (“HEPI,” and together with Borrower and HEC, the “Obligors”), in favor of HEP INVESTMENTS LLC, a Michigan limited liability company (“Secured Party”).
TERMINATION AGREEMENT AND MUTUAL RELEASETermination Agreement • April 14th, 2010 • Health Enhancement Products Inc • Food and kindred products • Arizona
THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into as of October 1, 2009 (the “Effective Date”) by and among Health Enhancement Products, Inc., a Nevada corporation (“HEP”) and Changing Times Vitamins, Inc., an Arizona corporation (“CTV”). For purposes of this Agreement, HEP and CTV are sometimes individually referred to as a “Party” and sometimes collectively referred to as the “Parties.”
SEVENTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • October 5th, 2016 • Zivo Bioscience, Inc. • Food and kindred products
This Seventh Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of September 30, 2016 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC., a Nevada corporation (“Borrower”).
