Amendment No. 2 To Merger Agreement Dated January 26, 2018

Amendment No. 2 To Merger Agreement

Dated January 26, 2018

This Amendment No. 2 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 Xxxxxxx Xxxxx, 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 (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:

1. Amendment. Pursuant to Section 9.09 of the Original Agreement, the Original Agreement is hereby amended as follows:

	(a)	the date “January 31, 2018” in Section 7.03(f) of the Original Agreement is hereby amended to read “February 28, 2018”;
	(b)	the date “February 1, 2018” in Section 2.07(a)(ii) of the Original Agreement is hereby amended to read “February 13, 2018”;
	(c)	Section 5.01(b) of the Original Agreement is hereby amended in its entirety to provide as follows:

“(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 of 10% of the offering price of the Preferred Offering Shares to investors and a non-accountable expense allowance of one percent (1%) of the gross proceeds raised in the Preferred Offering. 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) Section 4.03(f) of the Original Agreement is hereby amended in its entirety to provide as follows:

“(f) As of the Closing Date, except for Parent Series A Preferred Stock as contemplated by Section 5.01(a), Parent shall not have any outstanding options, warrants or other securities convertible into Parent Common Stock.”; and

(e) The definition of “Placement Agent Warrants” in Article I of the Original Agreement is hereby deleted in its entirety.

2. Miscellaneous.

	(a)	Defined terms used herein without definition shall have the meaning given to them in the Original Agreement.
	(b)	This Amendment and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without application of the conflicts of laws provisions thereof.
	(c)	This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Original Agreement. Except as specifically modified hereby, all of the provisions of the Original Agreement, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.
	(d)	This Amendment may be executed in any number of counterparts and by the parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

[Signatures appear on following page]

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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.

	ZIVARO Holdings, Inc.
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxx
	Title:	Chief Executive Officer
	AG-GT Merger Sub, Inc.
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Chief Executive Officer
	Global Technology Resources, Inc.
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Chief Executive Officer
	SHAREHOLDERS’ REPRESENTATIVE:
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx

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