DEBT EXTENSION AND CONVERSION AGREEMENTDebt Extension and Conversion Agreement • October 30th, 2023 • Strome Mezzanine Fund, Lp • Biological products, (no disgnostic substances) • Michigan
THIS DEBT EXTENSION AND CONVERSION AGREEMENT (this “Agreement”) is dated as of March 3, 2021 by and between Strome Mezzanine Fund LP and Strome Alpha Fund LP (the “Participant”), and HEP Investments, LLC, a Nevada corporation (the “Lender”).
GUARANTYGuaranty • October 24th, 2018 • Strome Mezzanine Fund, Lp • Food and kindred products
In order to induce Strome Mezzanine Fund LP (“Strome Mezz” or “Participant”) to participate in a principal equivalent amount of $691,187.08 (the “New Purchase Price”) in a loan of up to, as of the date hereof, $20,000,000 (the “Loan”) made by HEP Investments, LLC, a Michigan limited liability company (“Lender”) to Zivo Bioscience, Inc. (f/k/a Health Enhancement Products, Inc.), a Nevada corporation (“Borrower”), through the purchase of a participation interest in the Loan pursuant to a Participation Agreement of even date herewith (the amount funded by Participant under such Participation Agreement, the “Participation”), Laith Yaldoo (“Guarantor”), having a direct or indirect interest in Lender, absolutely and irrevocably guarantees unto Participant (i) the full payment, performance and observance of the Guaranty Obligations (as hereinafter defined) and (ii) the payment of all Enforcement Costs (as hereinafter defined), in accordance with the terms and subject to the conditions set for
PARTICIPATION AGREEMENTParticipation Agreement • July 31st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products • Nevada
Strome Mezzanine Fund LP (“Participant”) and HEP Investments, LLC, a Michigan limited liability company (in its capacity as a first lien lender “Lender” and, with the Participant, each a “Party” and collectively the “Parties”), enter into this Participation Agreement (“Agreement”) on the date stated below.
JOINT FILING AGREEMENTJoint Filing Agreement • November 21st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, Strome Investment Management, LP, Strome Group, Inc. and Mark E. Strome agree separately with each of Strome Mezzanine Fund, LP and Strome Alpha Fund, L.P. to the joint filing on behalf of each of them a statement on Schedule 13D/A (including amendments thereto, if any) with respect to the shares of common stock of Zivo Bioscience, Inc., a Michigan corporation, and that this Agreement may be included as an Exhibit to such joint filing.
JOINT FILING AGREEMENTJoint Filing Agreement • July 31st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule 13D (including amendments thereto, if any) with respect to the shares of common stock of Zivo Bioscience, Inc., a Michigan corporation, and that this Agreement may be included as an Exhibit to such joint filing.
AMENDMENT TO PARTICIPATION AGREEMENT, GUARANTY, WARRANTS AND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTParticipation Agreement • November 21st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products • Michigan
THIS AMENDMENT TO PARTICIPATION AGREEMENT, GUARANTY, WARRANTS AND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Amendment”), dated as of November 15, 2017, is by and among Strome Mezzanine Fund LP (“Strome Mezz”), Strome Alpha Fund LP (“Strome Alpha”), HEP Investments, LLC (“HEP”), Zivo Bioscience, Inc. (“Zivo” or the “Company”) and Laith Yaldoo (“Yaldoo”).
GUARANTYGuaranty • July 31st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products
In order to induce Strome Mezzanine Fund LP (“Participant”) to participate in a principal equivalent amount of up to $1,500,000 in a loan of up to, as of the date hereof, $17,500,000 (the “Loan”) made by HEP Investments, LLC, a Michigan limited liability company (“Lender”) to Zivo Bioscience, Inc. (f/k/a Health Enhancement Products, Inc.), a Nevada corporation (“Borrower”), through the purchase of a participation interest in the Loan pursuant to a Participation Agreement of even date herewith (the amount funded by Participant under such Participation Agreement, the “Participation”), Laith Yaldoo (“Guarantor”), having a direct or indirect interest in Lender, absolutely and irrevocably guarantees unto Participant (i) the full payment, performance and observance of the Guaranty Obligations (as hereinafter defined) and (ii) the payment of all Enforcement Costs (as hereinafter defined), in accordance with the terms and subject to the conditions set forth in this Guaranty.
LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENTDevelopment Participation Agreement • October 13th, 2020 • Strome Mezzanine Fund, Lp • Food and kindred products • Michigan
THIS LICENSE CO-DEVELOPMENT PARTICIPATION AGREEMENT (this "Agreement") is made and entered into as of October 8, 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, and Strome Mezzanine Fund, LP, a Delaware Limited Partnership ("Partner") whose mailing address is c/o Vinee Mehta, 1688 Meridian Ave., Suite 727, Miami Beach, Florida 33139.
first amended and restated PARTICIPATION AGREEMENTParticipation Agreement • October 24th, 2018 • Strome Mezzanine Fund, Lp • Food and kindred products • Nevada
Strome Mezzanine Fund LP (“Strome Mezz”), Strome Alpha Fund LP (“Strome Alpha” and, together with Strome Mezz, “Participant”) and HEP Investments, LLC, a Michigan limited liability company (in its capacity as a first lien lender “Lender” and, with the Participant, each a “Party” and collectively the “Parties”), enter into this First Amended and Restated Participation Agreement (“Agreement”) on the date stated below.
