Amendment No. 3 to Merger Agreement, dated as of January 26, 2018, by and between ZIVARO Holdings, Inc., AG-GT Merger Sub, Inc., Global Technology Resources, Inc. and Gregory Byles, as representative of the shareholders of Global Technology Resources, Inc

Amendment No. 3 To Merger Agreement

Dated February 23, 2018

This Amendment No. 3 to Merger Agreement (this “Amendment”) is entered into as of the date first set forth above, by and between ZIVARO Holdings, Inc., a Delaware corporation formally named AG Acquisition Group, Inc. (the “Parent”), AG-GT Merger Sub, Inc., a Colorado corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Global Technology Resources, Inc., a Colorado corporation (the “Company”) and Gregory Byles, as representative of the Shareholders (as defined below) of the Company hereunder (the “Shareholders’ Representative”).

WHEREAS, Parent, Merger Sub, the Company, Shareholders’ Representative and the Shareholders are parties to that certain Merger Agreement, dated as of October 23, 2017, as amended on December 30, 2017 and January 26, 2018 (as so amended, the “Original Agreement”) and now wish to amend the Original Agreement as set forth herein; and

WHEREAS, Pursuant to Section 9.09 of the Original Agreement, the Shareholders’ Representative may bind the Shareholders of the Company to an amendment of the Original Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

(a) The sum of Two Million and 00/100 Dollars ($2,000,000.00) (the “Cash Consideration”); and

(c) The Parties acknowledge and agree that the Equity Consideration shall be paid at the Closing and that the Cash Consideration shall be paid at the Closing or as soon as reasonably practicable thereafter, and may be paid in one or more tranches, but shall be paid in full no later than March 31, 2018. The Cash Consideration will be paid by wire transfer of immediately available funds to Shareholders’ Representative pursuant to written wire instructions delivered to Parent by Shareholders’ Representative.

“(b) Following the Effective Date, Parent shall conduct a private placement (the “Preferred Offering”) of no more than 2,000,000 shares (“Preferred Offering Shares”) of Parent Series A Preferred Stock under Rule 506(c) of Regulation D under the Securities Act at a price per share of not less than $5.50. The Parties acknowledge that the placement agent for the Preferred Offering shall be paid commissions and expenses as determined by the officers of Parent in connection with the sale of the Preferred Offering Shares. If the conditions stated in Section 6.01(h) and Section 6.02(f) have been met or have been waived by Parent and Shareholders’ Representative, Parent will have the right to sell all unsold Preferred Offering Shares after the Closing on the same terms as the sales that occurred before the Closing, other than the sales price per share thereof, which may be equal to or higher than $5.50 per share.”;

“(d) The Parent shall issue 739,522 shares of Parent Common Stock to National Community Development Fund I, LLC (“NCDF”) or its designees, in return for consideration of the provision of services to Parent.”

“(f) As of the Closing Date, except for Parent Series A Preferred Stock as contemplated by Section 5.01(a) and any warrants or other securities that may be issued to the placement agent in connection with the Preferred Offering, Parent shall not have any outstanding options, warrants or other securities convertible into Parent Common Stock.”

“(h) Parent shall have received binding commitments from third-party investors in the Preferred Offering or shall have obtained one or more binding commitments from lenders to Parent, so as to provide to Parent a total amount of at least $3,500,000.”

“(h) Parent shall have received binding commitments from third-party investors in the Preferred Offering or shall have obtained one or more binding commitments from lenders to Parent, so as to provide to Parent a total amount of at least $3,500,000.”

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective officers hereunto duly authorized on the date first above written.