AMENDMENT TO PARTICIPATION AGREEMENT, GUARANTY, WARRANTS AND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

AMENDMENT TO PARTICIPATION AGREEMENT, GUARANTY, WARRANTS AND

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDMENT TO PARTICIPATION AGREEMENT, GUARANTY, WARRANTS AND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Amendment”), dated as of November 15, 2017, is by and among ▇▇▇▇▇▇ Mezzanine Fund LP (“▇▇▇▇▇▇ Mezz”), ▇▇▇▇▇▇ Alpha Fund LP (“▇▇▇▇▇▇ Alpha”), HEP Investments, LLC (“HEP”), Zivo Bioscience, Inc. (“Zivo” or the “Company”) and ▇▇▇▇▇ ▇▇▇▇▇▇ (“▇▇▇▇▇▇”).

WHEREAS, reference is hereby made to (i) that certain Participation Agreement, dated as of July 21, 2017, by and among ▇▇▇▇▇▇ Mezz, HEP and Zivo (the “Participation Agreement”), (ii) the warrants issued or to be issued under or in connection with the Participation Agreement (the “Warrants”), (iii) the Amended and Restated Registration Rights Agreement, dated as of October 18, 2017, by and among ▇▇▇▇▇▇ Mezz, HEP and Zivo (the “Registration Rights Agreement”), and (iv) the Guaranty, dated as of July 21, 2017, by ▇▇▇▇▇ ▇▇▇▇▇▇ in favor of ▇▇▇▇▇▇ Mezz (the “Guaranty” and, with the Participation Agreement, Warrants and Registration Rights Agreement, the “Amended Documents”).

WHEREAS, the Participation Agreement requires ▇▇▇▇▇▇ Mezz to make three equal installment payments (the “Required Fundings”) on the terms, and subject to the conditions, set forth in such Participation Agreement, it being understood and agreed that ▇▇▇▇▇▇ Mezz has timely made the first two Required Fundings prior to the date hereof.

WHEREAS, the Parties hereto wish to amend the Amended Documents to provide that the third and final Required Funding, and the benefits attendant thereto, be made by, and received by, ▇▇▇▇▇▇ Alpha, an affiliate of ▇▇▇▇▇▇ Mezz, in lieu of ▇▇▇▇▇▇ Mezz making such Required Funding and receiving such benefits.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties hereto agree as follows:

AMENDMENTS TO PARTICIPATION AGREEMENT.

(a)

Amendment to Section 1(c). Section 1(c) of the Participation Agreement is hereby amended to require that the third and final Required Funding be paid by ▇▇▇▇▇▇ Alpha in lieu of payment thereof by ▇▇▇▇▇▇ Mezz.

(b)

Amendment to Section 4. Section 4 of the Participation Agreement is hereby amended to require the consent of both ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha prior to HEP taking any of the actions set forth in the proviso to the first sentence thereof (i.e., clauses (A) through (E)).

(c)

Amendment to Section 5. Section 5 of the Participation Agreement is hereby amended to cause one-third (1/3^rd) of the fifteen million (15,000,000) shares (and the additional shares payable in respect of accrued and unpaid interest, to the extent relating to ▇▇▇▇▇▇ Alpha’s participation in the Participation Agreement) described thereby to become distributable to

▇▇▇▇▇▇ Alpha in lieu of distribution thereof to ▇▇▇▇▇▇ Mezz upon a conversion of the relevant participations, if and to the extent ▇▇▇▇▇▇ Alpha has paid the Required Funding contemplated for it by Section 1(a) of this Amendment. For the avoidance of doubt, (i) the shares distributable to ▇▇▇▇▇▇ Alpha under such amended Section 5 shall be (and shall be only) the shares distributed in respect of ▇▇▇▇▇▇ Alpha’s participation (e.g., if there is less than a full conversion under the Participation Agreement, and if only ▇▇▇▇▇▇ Mezz converts its participation, all distributed shares shall be for the account of ▇▇▇▇▇▇ Mezz) and (ii) the conversion by ▇▇▇▇▇▇ Mezz and/or ▇▇▇▇▇▇ Alpha under such Amended Section 5 shall not prohibit the other participant under the Participation Agreement from converting its participation thereafter.

(d)

Amendment to Section 15. The first sentence of Section 15(b) of the Participation Agreement is hereby amended to also require the notice described therein be given to ▇▇▇▇▇▇ Alpha.

(e)

Amendment to Section 18. Section 18 of the Participation Agreement is hereby amended to require any notice to Participant (as defined in the Participation Agreement) also be given to ▇▇▇▇▇▇ Alpha at the same address listed in the Participation Agreement for ▇▇▇▇▇▇ Mezz.

(f)

Amendments to Section 23. Section 23 of the Participation Agreement is hereby amended as follows:

Clause (c) thereof is amended to permit individual notices from ▇▇▇▇▇▇ Alpha and/or ▇▇▇▇▇▇ Mezz to cause a conversion (as described in such clause) with respect to such person’s participation under the Participation Agreement (with the number of shares deliverable upon such a conversion calculated in accordance with Section 5 of the Participation Agreement, as amended).

ii.

Clause (d) thereof is amended to require the Warrants described therein to be paid as follows: 500,000 to ▇▇▇▇▇▇ Mezz and 250,000 to ▇▇▇▇▇▇ Alpha.

(g)

Amendments to Section 24. Section 24 of the Participation Agreement is hereby amended as follows:

Clause (a) thereof is amended to (x) apply the 15,000,000 share test set forth therein to the aggregate holdings of ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha (and their respective affiliates), and (y) give the Observer (as defined therein) rights to ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha, acting jointly, it being understood and agreed that ▇▇▇▇ ▇▇▇▇▇▇ shall act as Observer if ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha are unable to jointly appoint an Observer.

ii.

Clause (b) thereof is amended to offer the right of first refusal described therein to both ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha (which may participate therein in any proportion agreed by such persons, it being understood and agreed that if ▇▇▇▇▇▇

Mezz and ▇▇▇▇▇▇ Alpha cannot agree on the applicable proportion of participation therein, ▇▇▇▇▇▇ Alpha shall be limited to making one-third (1/3^rd) of the applicable investment).

iii.

Clause (c) thereof is amended to provide that the Warrants exercisable for two hundred and fifty thousand (250,000) shares of Zivo that are attributable to the third Required Funding shall, upon ▇▇▇▇▇▇ Alpha’s funding of such amount, be distributed directly to ▇▇▇▇▇▇ Alpha in lieu of distribution thereof to ▇▇▇▇▇▇ Mezz.

iv.

Clause (d) thereof is amended to provide that the Warrants exercisable for twenty five million (25,000,000) shares of Zivo shall, upon payment of the Purchase Price (as defined in the Participation Agreement), be distributed in the following ratio: two-thirds (2/3^rds) to ▇▇▇▇▇▇ Mezz and one-third (1/3^rd) to ▇▇▇▇▇▇ Alpha.

Clause (f) thereof is amended to provide that the Registration Rights Agreement amendments described thereby shall apply to ▇▇▇▇▇▇ Alpha with the same force and effect applicable to ▇▇▇▇▇▇ Mezz.

(h)

General Amendment. Without limiting the foregoing, the parties intend that, in consideration of ▇▇▇▇▇▇ Alpha making the third of the Required Fundings, ▇▇▇▇▇▇ Alpha shall (x) become a “Participant” (as defined in the Amended Documents), (y) receive one-third (1/3^rd) of all consideration and benefits payable or distributable to the Participant under or with respect to the Amended Documents, and (z) be responsible for (1/3^rd) of the payments, responsibilities and requirements of the Participant set forth in the Amended Documents (the foregoing clauses (x) through (z), the “Intent of the Parties”). In furtherance of the foregoing, the Participation Agreement is further amended to require that (i) all notices, consents, requirements, rights (including indemnity and indemnification requirements and rights, if any) payments and obligations of the Participant apply to ▇▇▇▇▇▇ Alpha, and ▇▇▇▇▇▇ Alpha shall have the benefit thereof and/or be bound thereby, as applicable (or be responsible for one-third (1/3^rd) thereof, as context warrants, it being understood and agreed that this Amendment shall not increase the aggregate obligations of, nor decrease the aggregate benefits owed to, ▇▇▇▇▇▇ Alpha and ▇▇▇▇▇▇ Mezz, taken as whole), (ii) the representations and warranties, covenants and requirements, of HEP and Zivo therein shall be made to, and performed for the benefit of, both ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha and (iii) each provision of the Participation Agreement reasonably required to be modified in order to effect the foregoing clauses (a) through (h) of this Section 1, the remainder of this Amendment and/or the Intent of the Parties be modified, mutatis mutandis, to effect such provisions and the Intent of the Parties. For the avoidance of doubt, (i) ▇▇▇▇▇▇ Mezz’s rights under the Participation Agreement are not otherwise affected hereby, other than as expressly set forth herein, and ▇▇▇▇▇▇ Mezz shall continue to enjoy two-thirds (2/3^rds) of the consideration and rights received from HEP and Zivo thereunder and (ii) except as expressly set forth herein, ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha shall act jointly in any action required of or permitted by the Participant under the Participation Agreement, as amended, other than with respect to provisions where it is reasonably practicable for either such person to act singly.

AMENDMENTS TO GUARANTY.

(a)

Amendment to Guarantee ▇▇▇▇▇▇ Alpha’s Participation. The Guaranty is hereby amended to cause ▇▇▇▇▇▇ to guarantee the participation of ▇▇▇▇▇▇ Alpha under the Participation Agreement to the same extent that ▇▇▇▇▇▇ previously guaranteed the participation of ▇▇▇▇▇▇ Mezz under the Participation Agreement (including, for the avoidance of doubt, payment of Enforcement Costs (as defined in the Guaranty).

(b)

General Amendment. In furtherance of the Intent of the Parties, the Guaranty is further amended to require that (i) all notices, consents, requirements, rights (including indemnity and indemnification requirements and rights, if any) payments and obligations of the Participant (as defined in the Guaranty) apply to ▇▇▇▇▇▇ Alpha, and ▇▇▇▇▇▇ Alpha shall have the benefit thereof and/or be bound thereby, as applicable (or be responsible for one-third (1/3^rd) thereof, as context warrants, it being understood and agreed that this Amendment shall not increase the aggregate obligations of, nor decrease the aggregate benefits owed to, ▇▇▇▇▇▇ Alpha and ▇▇▇▇▇▇ Mezz, taken as whole), (ii) the representations and warranties, covenants, guarantee, and requirements of ▇▇▇▇▇▇ therein shall be made to, and performed for the benefit of, both ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha and (iii) each provision of the Guaranty reasonably required to be modified in order to effect the foregoing clauses (a) and (b) of this Section 2, the other Sections of this Amendment and/or the Intent of the Parties be modified, mutatis mutandis, to effect such provisions and the Intent of the Parties. For the avoidance of doubt, (i) ▇▇▇▇▇▇ Mezz’s rights under the Guaranty are not affected hereby (and are hereby reaffirmed by ▇▇▇▇▇▇) and (ii) ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha shall act jointly in any action required of or permitted to be taken by the Participant under the Guaranty, as amended, other than with respect to provisions where it is reasonably practicable for either such person to act singly.

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

(a)

Amendment to Add ▇▇▇▇▇▇ Alpha to Registration Rights Agreement. The Registration Rights Agreement is hereby amended to grant the benefits held by ▇▇▇▇▇▇ Mezz thereunder to ▇▇▇▇▇▇ Alpha, mutatis mutandis, with respect to shares and Warrants held by ▇▇▇▇▇▇ Alpha.

(b)

General Amendment. In furtherance of the Intent of the Parties, the Registration Rights Agreement is further amended to require that (i) all notices, consents, requirements, rights (including indemnity and indemnification requirements and rights, if any) and obligations of ▇▇▇▇▇▇ (as defined in the Registration Rights Agreement) also apply to ▇▇▇▇▇▇ Alpha, and ▇▇▇▇▇▇ Alpha shall have the benefit thereof and/or be bound thereby, as applicable, (ii) the representations and warranties, covenants and requirements, of Zivo therein shall be made to, and performed for the benefit of, both ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha and (iii) each provision of the Registration Rights Agreement reasonably required to be modified in order to effect the foregoing clauses (a) and (b) of this Section 3, the other Sections of this

Amendment and/or the Intent of the Parties be modified, mutatis mutandis, to effect such provisions and the Intent of the Parties. For the avoidance of doubt, (i) ▇▇▇▇▇▇ Mezz’s rights under the Registration Rights Agreement are not affected hereby, except as expressly set forth herein and (ii) ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha shall make any election, notice or request under the Registration Rights Agreement jointly, it being understood any such election, notice or request may be (but shall not be required to be) given solely with respect to the warrants and/or shares held by ▇▇▇▇▇▇ Mezz or the warrants and/or shares of ▇▇▇▇▇▇ Alpha.

AMENDMENTS TO WARRANTS.

(a)

Acknowledgement of Warrants Status. The parties hereto acknowledge that, notwithstanding the Participation Agreement, no Warrants have been issued to ▇▇▇▇▇▇ Mezz or ▇▇▇▇▇▇ Alpha as of the date hereof.

(b)

General Amendment to Forms of Warrants. The forms-of Warrants attached to the Participation Agreement as Exhibit A and Exhibit B are hereby amended to effect the amendments to the Participation Agreement set forth in Section 1, the other amendments set forth in this Amendment and the Intent of the Parties, mutatis mutandis. For the avoidance of doubt, such Warrants will be divided, and issued as required by the Participation Agreement (as amended), separately to ▇▇▇▇▇▇ Mezz and ▇▇▇▇▇▇ Alpha (and not issued jointly to both such entities), and such separate options may be exercised by ▇▇▇▇▇▇ Mezz or ▇▇▇▇▇▇ Alpha independent of one another’s elections.

MISCELLANEOUS.

(a)

Further Assurances. Each of the parties hereto will use its reasonable best efforts to, with reasonable diligence, do all things necessary in order to consummate and make effective the terms of this Amendment, including without limitation, executing and delivering or otherwise providing such further documents, amendments, instruments or information required by any party as reasonably required to effect the purpose and intent of this Amendment and to carry out its provisions.

(b)

Non-circumvention; Non-Impairment. No party hereto shall, by amendment of its governance documents or agreements, or through a reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by such party under this Amendment, but shall at all times in good faith assist in carrying out all the provisions of this Amendment, including by using its reasonable best efforts to take all actions necessary or appropriate to protect each party’s rights under this Amendment against dilution, failure or other impairment.

(c)

General Amendments Not Limited. For the avoidance of doubt, the parties hereto intend to amend the Amended Documents to fully effect the Intent of the Parties. In furtherance of the

foregoing, the parties acknowledge and agree that the lack of any specific amendment (or the amendment of any specific term) in or to the Amended Documents shall not be construed to limit the general amendments set forth herein in any manner whatsoever.

(d)

Choice of Law; Choice of Venue; WAIVER OF JURY TRIAL. This Amendment shall be construed in accordance with the laws of the State of Michigan, without giving effect to any choice of law provision which could cause the application of the laws of another jurisdiction. The parties hereto agree the State and Federal Courts sitting within the State of Michigan shall have exclusive jurisdiction over any dispute arising from or in connection with this Amendment. THE PARTIES HERETO WAIVE TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WITH RESPECT TO ANY DISPUTE ARISING FROM OR IN CONNECTION WITH THIS AMENDMENT.

(e)

Invalidity; Construction; Execution. Should any provision of this Amendment be declared or be determined to be illegal, invalid, or otherwise unenforceable, the validity of the remaining provisions hereof will not be affected thereby but such will remain valid and enforceable, and said illegal, invalid or unenforceable provisions shall be deemed not to be a part of this Amendment (whereupon the parties hereto will endeavor in good faith to re-enact such provision in a manner that is not subject to such limitations). Section headings are given for convenience of the parties only and shall not affect the interpretation hereof. This Amendment may be executed and delivered in any number of identical counterparts, each of which shall be deemed an original for all purposes, and execution and delivery of this Amendment may be made by electronic means (including .pdf or .tif format), which shall be as effective as manual execution and delivery for all purposes.

(f)

Notices. Notices under this Amendment shall be delivered in accordance with the Participation Agreement, as amended hereby.

(g)

Limited Amendment. No provisions of the Amended Documents are amended or otherwise modified, except as expressly set forth herein, and the parties hereto expressly confirm that such Amended Documents, as amended hereby and including any provisions thereof not amended hereby, remain in full force and effect. The amendment of the Amended Documents contemplated hereby shall not require or give rise to any future amendments of such documents in the same, similar or different circumstances.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first written above:

HEP INVESTMENTS, LLC

By:__/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇

Title: Member – Manager

ZIVO BIOSCIENCE, INC.

By:__/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇

Title: Chief Financial Officer

▇▇▇▇▇▇ MEZZANINE FUND LP

By:__/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇

Title:

President/CEO of ▇▇▇▇▇▇ Investment Management LP, its General Partner

▇▇▇▇▇▇ ALPHA FUND LP