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
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.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 2nd, 2021 • Zivo Bioscience, Inc. • Food and kindred products • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 2, 2021 (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”).
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).
