SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2022 • Mitesco, Inc. • Services-health services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2022, by and between MITESCO, INC., a Delaware corporation, with headquarters located at 1600 Highway 100 South, Suite 432, St. Louis Park, MN 55416 (the “Company”), and Kishon Investments, LLC, a Nevada Limited Liability Company, with its address at 3172 North Rainbow Blvd, Suite 1385, Las Vegas Nevada 89108 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2020 • Mitesco, Inc. • Finance services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 9, 2020, by and between MITESCO INC. (FKA TRUE NATURE HOLDING, INC.), a Delaware corporation, with headquarters located at 1355 Peachtree Street, Suite 1150, Atlanta, Georgia 30309 (the “Company”), and EAGLE EQUITIES, LLC, a Nevada limited liability company, with its address at 390 Whalley Avenue, New Haven, CT 06511 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTWarrant Agreement • July 27th, 2022 • Mitesco, Inc. • Services-health services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Erik Scott Nommsen, or his 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 that is six months following the date hereof and on or prior to the close of business on the fifth (5th)year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mitesco Inc., a Delaware corporation (the “Company”), up to 24,117 shares of Common Stock (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). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated as of the Issuance Date, entered into between the Company and the purchasers, including the Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2019 • True Nature Holding, Inc. • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 11, 2019, by and between TRUE NATURE HOLDING, INC., a Delaware corporation, with its address at 1355 Peachtree Street, Suite 1150, Atlanta, Georgia 30309 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2018 • True Nature Holding, Inc. • Communications equipment, nec • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of August 9, 2018 (the “Execution Date”), is entered into by and between True Nature Holding, Inc., a Delaware corporation with its principal executive office at 1355 Peachtree Street, Suite 1150, Atlanta, GA 30309 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the “Investor”).
EQUITY FINANCING AGREEMENTEquity Financing Agreement • August 16th, 2018 • True Nature Holding, Inc. • Communications equipment, nec • New York
This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of August 9, 2018 (the “Execution Date”), is entered into by and between True Nature Holding, Inc., a Delaware corporation with its principal executive office at 1355 Peachtree Street, Suite 1150, Atlanta, GA 30309 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 207, Jericho, NY 11753. (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2014 • Trunity Holdings, Inc. • Communications equipment, nec • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 5, 2014, is entered into by and between TRUNITY HOLDINGS, INC., a Delaware corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 22nd, 2021 • Mitesco, Inc. • Finance services • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2021, between Mitesco, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Registration Rights AgreementRegistration Rights Agreement • October 22nd, 2021 • Mitesco, Inc. • Finance services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2021 between Mitesco, Inc. a Delaware corporation (the “Company”) and each of the several purchasers as listed in Exhibit A of the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTWarrant Agreement • August 29th, 2022 • Mitesco, Inc. • Services-health services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Jessica and Kevin C. Finnegan, or their assigns (jointly 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 that is six months following the date hereof and on or prior to the close of business on the fifth (5th)year anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Mitesco Inc., a Delaware corporation (the “Company”), up to 4,823 shares of Common Stock (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). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated as of the Issuance Date, entered into between the Company and the purchasers, including the Holder.
ContractSecurity Agreement • September 10th, 2024 • Mitesco, Inc. • Services-health services • Nevada
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
BOARD OF DIRECTORS ADVISORY AGREEMENTDirector Advisory Agreement • August 5th, 2020 • Mitesco, Inc. • Finance services
This Director Advisory Agreement (this “Agreement”) is entered and effective as of August 1, 2020 (the “Effective Date”), by and between Mitesco, Inc. 7535 E. Hampden Ave, Suite 400 Denver, CO 80210 (the “Company”) and Juan Carlos Iturregui (“Board Member” and together with the Company, the “Parties.”). This agreement supersedes all prior agreements, including but not limited to consulting or board of director agreements.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2022 • Mitesco, Inc. • Services-health services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April __, 2022, by and between MITESCO, INC., a Delaware corporation, with headquarters located at 1600 Highway 100 South, Suite 432, St. Louis Park, MN 55416 (the “Company”), and ANSON EAST MASTER FUND LP, a Cayman Island company, with its address at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Buyer”).
OBLIGATION EXCHANGE AGREEMENTObligation Exchange Agreement • November 18th, 2024 • Mitesco, Inc. • Services-health services
This Obligation Exchange Agreement (this “Agreement”) is entered into as of September 28, 2024, by and among ________________, a (“Creditor”), and Mitesco, Inc., a Nevada corporation (the “Company”).
SETTLEMENT AND EXCHANGE AGREEMENTSettlement and Exchange Agreement • February 10th, 2021 • Mitesco, Inc. • Finance services
Eagle Equities, LLC (the “Holder” or “Eagle”), enters into this Settlement and Exchange Agreement (the “Agreement”) with MITESCO, INC. (the “Company”) on February 8, 2021 whereby the Holder will exchange (the “Exchange”) the principal balance, along with any interest or premiums due under the note dated August 20, 2020 (the “Debt”) for shares of the Company’s common stock with a par value of $0.01 (the “Common Stock”) as set forth herein.
TRUNITY HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2014 • Trunity Holdings, Inc. • Communications equipment, nec • New York
THIRD AMENDMENT TO THAT CERTAIN PROMISSORY NOTE ISSUED APRIL 27, 2022 BY MITESCO, INC. (“BORROWER”) TO LAWRENCE DIAMOND (“LENDER”)Promissory Note • October 20th, 2022 • Mitesco, Inc. • Services-health services
WHEREAS, Borrower and Lender entered into a First Amendment and a Second Amendment to the Promissory Note in accordance with their mutual understanding of the terms negotiated between the parties; and
COMMON STOCK PURCHASE WARRANT TRUE NATURE HOLDING, INC.Security Agreement • January 14th, 2019 • True Nature Holding, Inc. • Communications equipment, nec • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $125,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from True Nature Holding, Inc., a Delaware corporation (the “Company”), up to 625,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 26, 2018, by and among the Company and the Holder (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2019 • True Nature Holding, Inc. • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2019, by and between TRUE NATURE HOLDING, INC., a Delaware corporation, with its address at 1355 Peachtree Street, Suite 1150, Atlanta, Georgia 30309 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
BOARD OF DIRECTORS ADVISORY AGREEMENTBoard of Directors Advisory Agreement • July 13th, 2020 • Mitesco, Inc. • Finance services
This Director Advisory Agreement (this “Agreement”) is entered and effective as of June 1, 2020 (the “Effective Date”), by and between Mitesco, Inc. 7535 E. Hampden Ave, Suite 400 Denver, CO 80210 (the “Company”) and Faraz Paqvi (“Board Member” and together with the Company, the “Parties.”). This agreement supersedes all prior agreements, including but not limited to consulting or board of director agreements.
TRUE NATURE HOLDING, INC. SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • October 16th, 2019 • True Nature Holding, Inc. • Communications equipment, nec • Delaware
This Agreement is made as of the 4th day of November 2019, between the TRUE NATURE HOLDING, INC. a publicly held company incorporated in the State of Delaware (“Employer”), and Julie R. Smith.
COMMON STOCK PURCHASE WARRANT TRUE NATURE HOLDING, INC.Security Agreement • July 26th, 2019 • True Nature Holding, Inc. • Communications equipment, nec • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $40,000.00 convertible promissory note to the Holder (as defined below) of even date) (the “Note”), Crown Bridge Partners, LLC, a New York limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from True Nature Holding, Inc., a Delaware corporation (the “Company”), up to 400,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated July 2, 2019, by and among the
BOARD OF DIRECTORS ADVISORY AGREEMENTDirector Advisory Agreement • December 21st, 2023 • Mitesco, Inc. • Services-health services
This Director Advisory Agreement (this “Agreement”) is entered and effective as of (the “Effective Date”), by and between Mitesco, Inc. 18202 Minnetonka Blvd., Suite 100, Deephaven, MN 55391 (the “Company”) and (“Board Member” and together with the Company, the “Parties.”). This agreement supersedes all prior agreements, including but not limited to consulting or board of director agreements.
SPIN-OFF AND ASSET TRANSFER AGREEMENTSpin-Off and Asset Transfer Agreement • January 6th, 2016 • Trunity Holdings, Inc. • Communications equipment, nec • Delaware
This AMENDED AND RESTATED SPIN-OFF AGREEMENT (this “Agreement”), is dated as of December 31, 2015, by and among TRUNITY HOLDINGS, Inc., a Delaware corporation (“Parent” or “PUBCO”), TRUNITY, INC. (“OP SUB” or “Subsidiary”), a Delaware corporation and a wholly owned subsidiary of Parent, and TRUNITY, INC. (“PRIVCO”), a newly formed Florida “C” corporation which was formed for the purpose of holding all of the education software and services business activities and assets previously held by TRUNITY HOLDINGS, INC. and TRUNITY, INC., both Delaware corporations. Tax Treatment of the transaction should be evaluated separately by the shareholders and their tax advisors and no representation as to the tax impact is provided by any of the parties herein.
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • October 15th, 2024 • Mitesco, Inc. • Services-health services
This Advisor Board Agreement (the “Agreement”) is by and between the undersigned company (the “Company”) and the undersigned advisor (the “Advisor”), effective as of the latest date set forth on the signature page (the “Effective Date”). This Advisory Board is a non-executive board and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 15th, 2014 • Trunity Holdings, Inc. • Communications equipment, nec • New York
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 30 day of May, 2013, by and among Trunity Holdings, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto.
SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • April 12th, 2021 • Mitesco, Inc. • Finance services • Delaware
This Agreement is made as of the 2th day of April 2021, between the MITESCO, INC. a publicly traded company incorporated in the State of Delaware (“Employer”), and Jenny Lindstrom, residing at 1100 Wills Place, Golden Valley, Minnesota 55422 (“Employee”).
FIRST AMENDMENT TO THAT CERTAIN PROMISSORY NOTE ISSUED FEBRUARY 14, 2022 BY MITESCO, INC. (“BORROWER”) TO LAWRENCE DIAMOND (“LENDER”)Promissory Note • October 20th, 2022 • Mitesco, Inc. • Services-health services
WHEREAS, Borrower and Lender have agreed to enter into this Amendment of the Promissory Note in accordance with their mutual understanding of the terms negotiated between the parties; and
TRUNITY HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2013 • Trunity Holdings, Inc. • Communications equipment, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of June 5, 2013 by and between Trunity Holdings, Inc., a Delaware corporation (the “Company”), and Pan-African Investment Company, LLC, a Delaware limited liability company (together with any permitted transferee, the “Purchaser”) and party to that certain Subscription Agreement by and between the Company and the Purchaser, dated as of an even date herewith (the “Subscription Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement.
TRUE NATURE HOLDING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 14th, 2016 • True Nature Holding, Inc. • Communications equipment, nec • Florida
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is entered into effective as of June 1, 2016 (the “Grant Date”) between True Nature Holding, Inc., a Delaware corporation (the “Company”) and James Driscoll (the “Optionee”).
EXCHANGE AGREEMENTExchange Agreement • December 5th, 2022 • Mitesco, Inc. • Services-health services • Florida
THIS EXCHANGE AGREEMENT, is dated as of November 29, 2022 (this “Agreement”), by and among Mitesco, Inc., a Delaware corporation (the “Company”), and INVESTOR, an individual corporation (the “Holder”).
REVOLVING LINE OF CREDIT AGREEMENTRevolving Line of Credit Agreement • March 25th, 2009 • Brain Tree International Inc • Utah
in this 1st day of December, 2006, by and between Lane Clissold ("LENDER"), and Brain Tree International Inc., a Utah corporation ("BORROWER").
ADVISORY BOARD AGREEMENTAdvisory Board Agreement • March 20th, 2024 • Mitesco, Inc. • Services-health services
This Advisor Board Agreement (the “Agreement”) is by and between the undersigned company (the “Company”) and the undersigned advisor (the “Advisor”), effective as of the latest date set forth on the signature page (the “Effective Date”). This Advisory Board is a non-executive board and its participants shall not be subject to any of the regulations under Section 16 of the Securities Act.
TRUE NATURE HOLDING, INC. SENIOR EXECUTIVE EMPLOYMENT AGREEMENTSenior Executive Employment Agreement • August 16th, 2018 • True Nature Holding, Inc. • Communications equipment, nec • Delaware
This Agreement is made as of the 28th day of June 2018, between the TRUE NATURE HOLDING, INC., its successors and assignees, a publicly traded company incorporated in the State of Delaware (“Employer”), and Aleksandr Talyanker, residing at 479 Sparrow Branch Cir, St. Johns, FL 32259 (“Employee”).
PREFERRED EXCHANGE AGREEMENTPreferred Exchange Agreement • December 13th, 2023 • Mitesco, Inc. • Services-health services
THIS PREFERRED EXCHANGE AGREEMENT, is dated as of December 7, 2023 (this “Agreement”), by and among Mitesco, Inc., a Delaware corporation (the “Company”), and Michael C. Howe Living Trust (the “Holder”).
