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”).
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).
