EX-4
from SC 13D
5 pages
In Order to Induce Strome Mezzanine Fund LP (“Participant”) to Participate in a Principal Equivalent Amount of Up to $1,500,000 in a Loan of Up To, as of the Date Hereof, $17,500,000 (The “Loan”) Made by Hep Investments, LLC, a Michigan Limited Liability Company (“Lender”) to Zivo Bioscience, Inc. (F/K/a Health Enhancement Products, Inc.), a Nevada Corporation (“Borrower”), Through the Purchase of a Participation Interest in the Loan Pursuant to a Participation Agreement of Even Date Herewith (The Amount Funded by Participant Under Such Participation Agreement, the “Participation”), Laith Yaldoo (“Guarantor”), Having a Direct or Indirect Interest in Lender, Absolutely and Irrevocably Guarantees Unto Participant (I) the Full Payment, Performance and Observance of the Guaranty Obligations (As Hereinafter Defined) and (II) the Payment of All Enforcement Costs (As Hereinafter Defined), in Accordance With the Terms and Subject to the Conditions Set Forth in This Guaranty
12/34/56
EX-4
from 10QSB
4 pages
The Undersigned Hereby Subscribes, for an Aggregate Purchase Price of $ (“Purchase Price”) to the Immediate Acquisition From Health Enhancement Products, Inc. (The “Company”) of (A) a Convertible Note in the Face Amount of the Purchase Price, Convertible Into Shares of Company Common Stock (“Common Stock”) at a Rate Equal to the Lesser of (I) $.50 Per Share and (II) the Market Price (Defined Below) (But Not Less Than $.25 Per Share). , and (B) Warrants to Purchase Two Shares of Common Stock for Each $1.00 in Face Amount of Convertible Note, at an Exercise Price of $.50 Per Share for a Term of Three Years. the Convertible Note and the Warrants Are Hereinafter Collectively Referred to as the “Securities”. Note: This Investment Is Suitable Only for “Accredited Investors” as Defined in Appendix a Hereto
12/34/56