SECOND AMENDMENT TO SUPPLY CHAIN CONSULTING AGREEMENT

SECOND AMENDMENT TO SUPPLY CHAIN CONSULTING AGREEMENT

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”).

RECITALS:

A.The Company and Consultant previously entered into that certain Supply Chain Consulting Agreement, dated February 27, 2019 and the First Amendment to Supply Chain Consulting Agreement dated as of September 14, 2019, as amended (the “Consulting Agreement”). 

B.The Company subsequently, on October 16, 2019, issued a fully-vested warrant to Consultant to purchase 3,000,000 shares of common stock, and Consultant desires that the Company issue to Julian Leese, a member of Consultant, a fully-vested warrant to purchase an additional 3,000,000 shares of common stock. 

C.The parties desire to modify the Consulting Agreement in accordance with the terms and conditions of this Amendment, to reduce the contingent warrant under the Consulting Agreement by the 6,000,000 shares referred to above. 

NOW, THEREFORE, the parties agree as follows:

1.All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Consulting Agreement. 

2.Section 2(b) of the Consulting Agreement is hereby deleted in its entirety and replaced with the following: 

“Warrants for Common Stock. Within ten (10) days after the closing of a Development Project, the Company shall issue to Consultant a cashless warrant with a five- year term to purchase thirteen million (13,000,000) shares of the Company’s common stock at an exercise price of $0.10 per share. The number of shares issued subject to the warrant and the exercise price shall be adjusted by the Company in the event of any stock split, recapitalization, merger, or other event affecting the capitalization of the Company so that Consultant is entitled upon the exercise of the warrant to the same pro-rata percentage of shares at the time of the stock issue as that represented by the warrant prior to the event requiring the adjustment. In no event shall Consultant be entitled to more than one such warrant under this Agreement, regardless of how many closings of Development Projects or other similar events occur.”

3.Except as otherwise modified herein, the Consulting Agreement shall remain in full force and effect consistent with its terms. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Copies (photographic, facsimile or otherwise) of this Amendment may be made and relied upon to the same extent as though such copy was an original. 

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IN WITNESS WHEREOF, the parties have executed this Second Amendment to Supply Chain Consulting Agreement as of the date first above written.

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