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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 22nd, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances) • New York
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”).
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
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2023 • Zivo Bioscience, Inc. • Biological products, (no disgnostic substances)
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of December 22, 2022 (the “Effective Date”), by and between John Payne (“Executive”) and Zivo Bioscience, Inc., a Nevada corporation (the “Company”). Executive and the Company are referred to herein each as a “Party” and, together, as the “Parties.” Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Employment Agreement between the Parties dated February 15, 2022 (the “Employment Agreement”).
