X0206 3 2017-11-17 0 0001101026 Zivo Bioscience, Inc. OTCQB:ZIVO 0001324539 Strome Alpha Fund L P 100 WILSHIRE BLVD 15TH FL SANTA MONICA CA 90401 0 0 1 0 Common Stock Purchase Warrant 0.1 2017-11-17 2022-11-16 Common Stock 250000 D Common Stock Purchase Warrant 0.1 2017-11-17 2019-11-16 Common Stock 8333333 D Convertible Debt 0.1 2017-11-17 2018-09-30 Common Stock 5000000 I By Participation Agreement Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities reported herein. The Reporting Person has entered into a Participation Agreement dated July 21, 2017 (the "Participation Agreement") with HEP Investments, LLC ("HEP") and Zivo Bioscience, Inc. ("Zivo"), as amended by the Amendment to Participation Agreement, Guaranty, Warrants and Amended and Restated Registration Rights Agreement dated November 15, 2017 (the "Amendment"), under which the Reporting Person has funded $500,000 of a Ninth Amended and Restated Senior Secured Promissory Note made by Zivo in favor of HEP (the "Note") and may demand that HEP convert the Reporting Person's portion of the Note. A copy of the Participation Agreement was filed with Strome Mezzanine Fund LP's Schedule 13D on July 31, 2017, and a copy of the Amendment was filed with Strome Mezzanine Fund, LP's Schedule 13D/A on November 21, 2017. Kenneth R. Powell, Attorney-in-Fact by Power of Attorney 2017-11-21