COMMON STOCK PURCHASE WARRANT ZIVO BIOSCIENCE, INC.Zivo Bioscience, Inc. • December 9th, 2020 • Food and kindred products • New York
THIS COMMON STOCK PURCHASE WARRANT (this “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 date hereof (the “Original Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZIVO Bioscience, Inc., a Nevada corporation (the “Company”), up to ______ 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 right
WARRANT TO PURCHASE COMMON STOCK ZIVO BIOSCIENCE, INC.Zivo Bioscience, Inc. • December 9th, 2020 • Food and kindred products
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [Maxim Partners, LLC][_____], 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 ________, 2020 [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE] (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on [______], 2025, the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), up to [______]1 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • December 9th, 2020 • Zivo Bioscience, Inc. • Food and kindred products • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [______], 2020 (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”).
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 • December 9th, 2020 • 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.
SUPPLY CHAIN CONSULTING AGREEMENTSupply Chain Consulting Agreement • December 9th, 2020 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
THIS SUPPLY CHAIN CONSULTING AGREEMENT (the "Agreement") is made and entered into as of February 27, 2019 (the “Effective Date”) by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company ("Consultant").
FIRST AMENDMENT TO SUPPLY CHAIN CONSULTING AGREEMENTSupply Chain Consulting Agreement • December 9th, 2020 • Zivo Bioscience, Inc. • Food and kindred products
This First Amendment to Supply Chain Consulting Agreement ("Amendment") is made as of September 14, 2019 by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company (“Consultant”).
SECOND AMENDMENT TO SUPPLY CHAIN CONSULTING AGREEMENTSupply Chain Consulting Agreement • December 9th, 2020 • Zivo Bioscience, Inc. • Food and kindred products
This Second Amendment to Supply Chain Consulting Agreement ("Amendment") is made as of November 24, 2020 by and between ZIVO BIOSCIENCE, INC., a Nevada corporation (the “Company”), and AEGLE PARTNERS 2 LLC, a Michigan limited liability company (“Consultant”).
FIRST AMENDED AND RESTATED PARTICIPATION AGREEMENTParticipation Agreement • December 9th, 2020 • Zivo Bioscience, Inc. • Food and kindred products • Michigan
Strome Mezzanine Fund LP ("Strome Mezz"), Strome Alpha Fund LP ("Strome Alpha" and, together with Strome Mezz, "Participant") and HEP Investments, LLC, a Michigan limited liability company (in its capacity as a first lien lender "Lender" and, with the Participant, each a "Party" and collectively the "Parties"), enter into this First Amended and Restated Participation Agreement ("Agreement") on the date stated below.
