PARTICIPATION AGREEMENTParticipation Agreement • July 31st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products • Nevada
Strome Mezzanine Fund LP (“Participant”) and HEP Investments, LLC, a Michigan limited liability company (in its capacity as a first lien lender “Lender” and, with the Participant, each a “Party” and collectively the “Parties”), enter into this Participation Agreement (“Agreement”) on the date stated below.
JOINT FILING AGREEMENTJoint Filing Agreement • July 31st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule 13D (including amendments thereto, if any) with respect to the shares of common stock of Zivo Bioscience, Inc., a Michigan corporation, and that this Agreement may be included as an Exhibit to such joint filing.
GUARANTYGuaranty • July 31st, 2017 • Strome Mezzanine Fund, Lp • Food and kindred products
In order to induce Strome Mezzanine Fund LP (“Participant”) to participate in a principal equivalent amount of up to $1,500,000 in a loan of up to, as of the date hereof, $17,500,000 (the “Loan”) made by HEP Investments, LLC, a Michigan limited liability company (“Lender”) to Zivo Bioscience, Inc. (f/k/a Health Enhancement Products, Inc.), a Nevada corporation (“Borrower”), through the purchase of a participation interest in the Loan pursuant to a Participation Agreement of even date herewith (the amount funded by Participant under such Participation Agreement, the “Participation”), Laith Yaldoo (“Guarantor”), having a direct or indirect interest in Lender, absolutely and irrevocably guarantees unto Participant (i) the full payment, performance and observance of the Guaranty Obligations (as hereinafter defined) and (ii) the payment of all Enforcement Costs (as hereinafter defined), in accordance with the terms and subject to the conditions set forth in this Guaranty.
