Exhibit 10.3

Original Issue Discount Note

Loan Amount: $

Principal Amount: $

Date:

For value received, the undersigned MITESCO, INC. (“Borrower”), at 505 BEACHLAND BLVD, SUITE 1-377, VERO BEACH, Florida 32963, each as principal, jointly and severally, promises to pay to the order of C/M CAPITAL MASTER FUND LP (“Lender”), at 1111 BRICKELL AVE., SUITE 2920, MIAMI, Florida 33131 (or at such other place as the Lender may designate in writing) the principal amount of $___________ (” Principal Amount”) and promises to abide by the terms and conditions provided in this Loan Agreement (“Agreement”).

I. Terms of Repayment

(a) Payments. The Borrower shall pay the Loan Amount at the Interest Rate in full by October 10, 2026 (“Due Date”).

The outstanding Loan Amount shall accrue interest at an annual rate equal to 10% (“Interest Rate”) from the date of this Agreement until the entire Loan Amount is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise.

The parties acknowledge that the Loan Amount is being issued with an original issue discount (“OID”) of 20%. The Lender shall fund $100,000.00 (the “Funding Amount”) in consideration for the Borrower’s obligation to repay the full Loan Amount of $125,000.00. The difference between the Loan Amount and the Funding Amount constitutes the OID.

(1)

Pre-Payment. The Borrower reserves the right to prepay this loan (in whole or in part) prior to the Due Date without incurring pre-payment penalty. Any such pre-payment shall be applied against the installments of principal due under this Agreement in the inverse order of their maturity and shall be accompanied by payment of accrued interest on the amount prepaid to the date of pre-payment.

(2)

Collection Costs. If any payment obligation under this Agreement is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.

(3)

Default. If any of the following events of default occur, this loan and any other obligations of the Borrower to the Lender shall become due immediately, without demand or notice:

(a)

The failure of the Borrower to pay the principal and any accrued interest when due;

(b)

The liquidation, dissolution, incompetency, or death of the Borrower;

(c)

The filing of bankruptcy proceedings involving the Borrower as a debtor;

(d)

The application for the appointment of a receiver for the Borrower;

(e)

The making of a general assignment for the benefit of the Borrower’s creditors;

(f)

The insolvency of the Borrower;

(g)

A misrepresentation by the Borrower to the Lender for the purpose of obtaining or extending credit; or

(h)

The sale of a material portion of the business or assets of the Borrower.

Upon the occurrence and during the continuance of any Event of Default, the outstanding principal balance of this Agreement shall automatically increase to 130% of the then-outstanding principal balance (the “Default Premium”). The Default Premium shall be in addition to, and not in lieu of, any other remedies available to the Lender under this Agreement or applicable law.

Upon the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically increase to 18% per annum (the “Default Interest Rate”). Interest shall accrue at the Default Interest Rate on the entire outstanding principal balance (including any Default Premium) from the date of such Event of Default until all obligations under this Agreement are paid in full.

Cross-Default. Any default by the Borrower under any other agreement, note, or obligation with or to the Lender or any affiliate of the Lender shall constitute an Event of Default under this Agreement.

(4)

Compliance With Anti-Money Laundering and Sanctions Laws. The Borrower represents and warrants that neither the Borrower nor any of its owners or control persons is a person or entity that is the subject of any sanctions administered by the United States government, that the Borrower is not located in, organized under the laws of, or doing business in any jurisdiction subject to comprehensive sanctions imposed by the United States, that the proceeds of the loan will not be used in violation of applicable anti-money laundering or anti-terrorism laws, and that no funds used to repay the loan will be derived from unlawful activity. The Borrower agrees to promptly notify the Lender if any of the foregoing becomes untrue.

(5)

Financial Condition and Solvency. The Borrower represents and warrants that it is solvent, is able to pay its debts as they become due, has not entered into this Agreement with the intent to hinder, delay, or defraud any creditor, and that there has been no material adverse change in its financial condition since the date of this Agreement. No bankruptcy, insolvency, or similar proceeding is pending or, to the Borrower’s knowledge, threatened.

(6)

Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid, illegal, or unenforceable, but that by limiting such provision, it will become valid, legal, and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

(7)

Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter contained herein. No other promises, warranties, representations, agreements, or understandings, whether oral or written, exist concerning this subject matter. This Agreement supersedes any previous or simultaneous oral or written promises, warranties, representations, agreements, or conditions between the parties.

(8)

Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

(9)

Miscellaneous. All payments of the principal and the interest on this loan shall be paid in the legal currency of the United States. The Borrower waives presentment for payment, protest, and notice of protest and demand of this loan.

No delay in enforcing any right of the Lender under this Agreement, or assignment by the Lender of this Agreement, or failure to accelerate the debt evidenced hereby by reason of default in the payment of a monthly installment or the acceptance of a past-due installment shall be construed as a waiver of the right of the Lender to thereafter insist upon strict compliance with the terms of this Agreement without notice being given to the Borrower. All rights of the Lender under this Agreement are cumulative and may be exercised concurrently or consecutively at the Lender’s option.

This Agreement may not be amended without the written approval of the holder.

(10)

Mandatory Prepayment on Transactions. Upon the consummation of any (i) financing transaction (whether debt or equity), (ii) sale, transfer, or other disposition of all or a material portion of the Borrower’s assets, (iii) merger, consolidation, or similar business combination, or (iv) any other transaction resulting in cash proceeds to the Borrower or its affiliates (each, a “Triggering Transaction”), the Borrower shall, within five business days of the closing of such Triggering Transaction, apply 100% of the net cash proceeds received therefrom to the repayment of all outstanding obligations under this Agreement, including accrued interest and any applicable Default Premium, until such obligations are paid in full. This mandatory prepayment obligation shall not be subject to the voluntary prepayment provisions contained herein.

(11)

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by the laws of Florida.

The Borrower irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida, for any action or proceeding arising out of or relating to this Agreement. THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(12)

Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if the signatures thereto and hereto were upon the same document. A signed copy of this Agreement received via facsimile or other electronic transmission shall be given the same effect for all purposes as if it were an original.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Loan Agreement has been executed and delivered in the manner prescribed by law as of the date first written above.

Signed this _____ day of _______________, _____, at ___________________________, _________________________.

The Borrower:

Date

The Lender:

Date