On December 31, 2015, Zivo Bioscience, Inc. and HEP Investments, LLC (Lender), entered into the following documents, effective as of December 31, 2015: Sixth Amendment to Loan Agreement under which the Lender has agreed to advance up to a total of $12,500,000 to the Registrant, subject to certain conditions, and a Seventh Amended and Restated Senior Secured Convertible Promissory Note. The Sixth Amendment to Loan Agreement amends and restates the Fifth Amendment to Loan Agreement, which was entered into with HEP Investments on April 28, 2015 (effective April 28, 2015) and disclosed in the Registrant's Form 8-K Current Report filed on May 1, 2015. The Seventh Amended and Restated Senior Secured Convertible Promissory Note resets the Due Dates of Tranches 1 through 13 (totaling $3,740,000) to October 17, 2017 (as of December 31, 2015, the Due Dates were set to January 30, 2016).

Effective as of January 7, 2016, the Board of Directors extended to December 31, 2016 the Change in Control Agreements (the Agreements), which the company entered into on December 31, 2015 with both of its executive officers. The Agreements with each of the executive officers provide that if a Change of Control (as defined in the Agreements) occurs and the participant is not offered substantially equivalent employment with the successor corporation or the participant's employment is terminated without Cause (as defined in the Agreements) during the three month period prior to the Change of Control or the 24 month period following the Change of Control, then 100% of such participant's unvested options will be fully vested and the restrictions on his restricted shares will lapse. The Agreements also provide for severance payments of 500% of base salary and target bonus in such event.

The Agreements terminate on December 31, 2016, with the provision that if a Change of Control occurs prior to the termination date, the obligations of the Agreements will remain in effect until they are satisfied or have expired. This Sixth Amendment to Loan Agreement (Fifth Amendment) is made and entered into as of December 31, 2015 by and between HEP INVESTMENTS LLC and Zivo Bioscience, Inc. (Borrower).