Health Enhancement Products Inc Sample Contracts

Zivo Bioscience, Inc. – DEBT EXTENSION AGREEMENT (April 8th, 2019)

THIS DEBT EXTENSION AGREEMENT (this “Agreement”) is dated as of March 29, 2019 by and between HEP Investments LLC, a Michigan limited liability company (the “Lender”), and Zivo Bioscience, Inc., a Nevada corporation (the “Company”).

Zivo Bioscience, Inc. – DEBT CONVERSION AGREEMENT (April 8th, 2019)

THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is dated as of April 5, 2019 by and between HEP Investments LLC, a Michigan limited liability company (the “Lender”), and Zivo Bioscience, Inc., a Nevada corporation (the “Company”).

Zivo Bioscience, Inc. – AMENDED CHANGE OF CONTROL AGREEMENT (January 7th, 2019)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 31st day of December, 2018, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).

Zivo Bioscience, Inc. – TENTH AMENDMENT TO LOAN AGREEMENT (May 18th, 2018)

This Tenth Amendment to Loan Agreement (“Tenth Amendment”) is made and entered into as of May 16, 2018 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – ELEVENTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (May 18th, 2018)

In accordance with the terms of that certain Loan Agreement, dated as of December 1, 2011, by and between Lender and Borrower (as amended or restated from time to time, the “Loan Agreement”), Lender intends to loan to the Borrower up to Twenty Million Dollars ($20,000,000). All advances made hereunder shall be charged to a loan account in Borrower's name on Lender's books, and Lender shall debit to such account the amount of each advance made to, and credit to such account the amount of each repayment made by Borrower. From time to time but not less than quarterly, Lender shall furnish Borrower a statement of Borrower's loan account, which statement shall be deemed to be correct, accepted by, and binding upon Borrower, unless Lender receives a written statement of exceptions from Borrower within ten (10) days after such statement has been furnished. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement. Lender and Borrow

Zivo Bioscience, Inc. – AMENDED CHANGE OF CONTROL AGREEMENT (February 21st, 2018)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 9th day of February 2018, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).

Zivo Bioscience, Inc. – NINTH AMENDMENT TO LOAN AGREEMENT (February 12th, 2018)

This Ninth Amendment to Loan Agreement (“Eighth Amendment”) is made and entered into as of January 31, 2018 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – TENTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (February 12th, 2018)

In accordance with the terms of that certain Loan Agreement, dated as of December 1, 2011, by and between Lender and Borrower (as amended or restated from time to time, the “Loan Agreement”), Lender intends to loan to the Borrower up to Seventeen Million Five Hundred Thousand Dollars ($17,500,000). All advances made hereunder shall be charged to a loan account in Borrower's name on Lender's books, and Lender shall debit to such account the amount of each advance made to, and credit to such account the amount of each repayment made by Borrower. From time to time but not less than quarterly, Lender shall furnish Borrower a statement of Borrower's loan account, which statement shall be deemed to be correct, accepted by, and binding upon Borrower, unless Lender receives a written statement of exceptions from Borrower within ten (10) days after such statement has been furnished. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agr

Zivo Bioscience, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (October 19th, 2017)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into on October 18, 2017 by and between Zivo Bioscience, Inc. (f/k/a Health Enhancement Products, Inc.), a Nevada corporation, with its principal place of business at 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320 (hereinafter referred to as the “Company”), HEP Investments LLC, a Michigan limited liability company, with its principal place of business at 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320 (hereinafter referred to as “Lender”), and Strome Mezzanine Fund LP, a Delaware limited partnership, with its place of business at 100 Wilshire Blvd.; Suite 1750; Santa Monica, California, 90401 (hereafter referred to as “Strome”).

Zivo Bioscience, Inc. – KEEGO HARBOR, MI – (September 11, 2017) – ZIVO Bioscience, Inc. (OTCMKTS:ZIVO) a biotech/agtech R&D company engaged in the commercialization of nutritional and medicinal products derived from proprietary algal strains, announces today that it has commenced work on the final, primary phase of its discovery-stage bovine mastitis efficacy study. This latest efficacy trial is the final phase of a multi-phased validation effort that commenced in mid-2014. ZIVO and a global animal health company entered into an option/collaboration agreement in December of 2013 to determine if the Company’s bioactiv (September 11th, 2017)

This latest validation phase is complex in structure and execution, requiring a pre-pilot for pathogen cultivation, as well as a pilot test for initial inoculation and dose ranging. Once the preparatory work is completed and results are accepted by the Company’s collaborator, the balance of study moves forward to its conclusion. In addition to clinical observations, milk and blood samples, this final phase may include RNA extraction and gene expression analyses, which have the potential to create a significant trove of data to support the discovery-stage efficacy findings made by the Company.

Zivo Bioscience, Inc. – AMENDED CHANGE OF CONTROL AGREEMENT (May 12th, 2017)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 21st day of April 2017, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).

Zivo Bioscience, Inc. – LIMITED LICENSE AGREEMENT (May 12th, 2017)

This Agreement is entered into by and between ZIVO Bioscience, Inc., a Nevada corporation (“ZIVO”) whose address is 2804 Orchard Lake Road, Suite 202 Keego Harbor, MI 48320 and NutriQuest, LLC, an Iowa limited liability company (“NutriQuest”) whose address is 3782 9th Street South West, Mason City, IA 50401.

Zivo Bioscience, Inc. – NINTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (March 6th, 2017)

In accordance with the terms of that certain Loan Agreement, dated as of December 1, 2011, by and between Lender and Borrower (as amended or restated from time to time, the “Loan Agreement”), Lender intends to loan to the Borrower up to Seventeen Million Five Hundred Thousand Dollars ($17,500,000). All advances made hereunder shall be charged to a loan account in Borrower's name on Lender's books, and Lender shall debit to such account the amount of each advance made to, and credit to such account the amount of each repayment made by Borrower. From time to time but not less than quarterly, Lender shall furnish Borrower a statement of Borrower's loan account, which statement shall be deemed to be correct, accepted by, and binding upon Borrower, unless Lender receives a written statement of exceptions from Borrower within ten (10) days after such statement has been furnished. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agr

Zivo Bioscience, Inc. – EIGHTH AMENDMENT TO LOAN AGREEMENT (March 6th, 2017)

This Eighth Amendment to Loan Agreement (“Eighth Amendment”) is made and entered into as of March 1, 2017 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – ZIVO BIOSCIENCE AND NUTRIQUEST EXECUTE AGREEMENT TO JOINTLY PURSUE NEW FEED AND FEED ADDITIVE SOLUTIONS FOR POULTRY AND SWINE NUTRITIONAL APPLICATIONS (December 15th, 2016)

This product initiative helps speed ZIVO’s entry into global markets and significantly enhances adoption of any new products emanating from the joint effort. NutriQuest has built a successful solutions-oriented practice with global reach, providing the credibility and market visibility that only a well -established brand name in animal health and nutrition can command.

Zivo Bioscience, Inc. – EIGHTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (October 5th, 2016)

FOR VALUE RECEIVED, ZIVO BIOSCIENCE, INC., a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Seventeen Million Five Hundred Thousand Dollars ($17,500,000), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Eighth Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Zivo Bioscience, Inc. – SEVENTH AMENDMENT TO LOAN AGREEMENT (October 5th, 2016)

This Seventh Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of September 30, 2016 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC., a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 12th, 2016)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 11, 2016 (the “Effective Date”), by and between Zivo Bioscience Inc. (formerly Health Enhancement Products, Inc.) a Nevada corporation, (the “Company”), and Andrew A. Dahl (“Employee”).

Zivo Bioscience, Inc. – SEVENTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (January 7th, 2016)

FOR VALUE RECEIVED, ZIVO BIOSCIENCE, INC., a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Twelve Million Five Hundred Thousand Dollars ($12,500,000), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Seventh Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Zivo Bioscience, Inc. – SIXTH AMENDMENT TO LOAN AGREEMENT (January 7th, 2016)

This Sixth Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of December 31, 2015 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC., a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – AMENDED CHANGE OF CONTROL AGREEMENT (January 7th, 2016)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 31st day of December, 2015, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).

Zivo Bioscience, Inc. – AMENDED CHANGE OF CONTROL AGREEMENT (May 18th, 2015)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 9th day of April, 2015, by and between Zivo Bioscience, Inc. (formerly Health Enhancement Products, Inc.) (the “Company”) and (the “Employee”).

Zivo Bioscience, Inc. – FIFTH AMENDMENT TO LOAN AGREEMENT (May 1st, 2015)

This Fifth Amendment to Loan Agreement (“Fifth Amendment”) is made and entered into as of April 28, 2015 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – SIXTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Keego Harbor, Michigan April 28, 2015 (May 1st, 2015)

FOR VALUE RECEIVED, ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Eight Million Five Hundred Thousand Dollars ($8,500,000.00), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Sixth Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Zivo Bioscience, Inc. – FOURTH AMENDMENT TO LOAN AGREEMENT (December 29th, 2014)

This Fourth Amendment to Loan Agreement (“Fourth Amendment”) is made and entered into as of December 1, 2014 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”).

Zivo Bioscience, Inc. – FIFTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (December 29th, 2014)

FOR VALUE RECEIVED, ZIVO BIOSCIENCE, INC. (formerly HEALTH ENHANCEMENT PRODUCTS, INC.), a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Six Million Dollars ($6,000,000.00), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Fifth Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Health Enhancement Products Inc – CHANGE OF CONTROL AGREEMENT (August 14th, 2014)

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 11th day of August, 2014, by and between Health Enhancement Products, Inc. (the “Company”) and (the “Employee”).

Health Enhancement Products Inc – FOURTH AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (August 14th, 2014)

FOR VALUE RECEIVED, HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Six Million Dollars ($6,000,000.00), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Fourth Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Health Enhancement Products Inc – THIRD AMENDMENT TO LOAN AGREEMENT (August 14th, 2014)

This Third Amendment to Loan Agreement (“Third Amendment”) is made and entered into as of July 1, 2014 by and between HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), and HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”).

Health Enhancement Products Inc – THIRD AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (March 31st, 2014)

FOR VALUE RECEIVED, HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Four Million Fifty Thousand Dollars ($4,050,000.00), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Second Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Health Enhancement Products Inc – SECOND AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (March 31st, 2014)

FOR VALUE RECEIVED, HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”), whose address is 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320, promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Four Million Fifty Thousand Dollars ($4,050,000.00), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Second Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Health Enhancement Products Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS (June 14th, 2013)

This Settlement Agreement and Mutual Release of all Claims (“Settlement Agreement”) is entered into between Ceptazyme, LLC (“Ceptazyme”), Zus Health, LLC (“Zus”), Bradley C. Robinson, an individual, Health Enhancement Products, Inc. (“HEPI”), Christopher Maggiore, an individual, and Robert McLain, an individual, who and which are sometimes collectively referred to herein as the “Parties” or individually referred to as a “Party.”

Health Enhancement Products Inc – AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (May 6th, 2013)

FOR VALUE RECEIVED, HEALTH ENHANCEMENT PRODUCTS, INC., a Nevada corporation (“Borrower”), whose address is 7 West Square Lake Road, Bloomfield Hills, MI 49302 , promises to pay to the order of HEP INVESTMENTS LLC, a Michigan limited liability company (“Lender”), whose address is 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320, or at such other place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of up to Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), or such lesser sum as shall have been advanced by Lender to Borrower under the loan agreement hereinafter described, together with interest as provided herein, in accordance with the terms of this Amended and Restated Senior Secured Convertible Promissory Note (this “Note”).

Health Enhancement Products Inc – ASSET PURCHASE AGREEMENT (May 6th, 2013)

THIS AGREEMENT is made and entered into this 15th day of April, 2013 by and between Health Enhancement Products, Inc. a Nevada corporation (“Purchaser"), and Essex Angel Capital, Inc., a corporation governed by the Canada Business Corporations Act ("Seller").

Health Enhancement Products Inc – EMPLOYMENT AGREEMENT (August 14th, 2012)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 10, 2012 (the “Effective Date”), by and between Health Enhancement Products, Inc. a Nevada corporation, (the “Company”), and Andrew A. Dahl (“Employee”).