Hallmark Investments, Inc._______________Letter Agreement • July 17th, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York
This letter agreement (this “Agreement”) confirms our understanding that INVO Bioscience, Inc., a Nevada corporation, and its affiliates, (the “Company”), have engaged Hallmark Investments, Inc., (the “Placement Agent”) to act as a Placement Agent on an exclusive basis in connection with a private placement by the Company or its affiliates of debt and/or equity securities (the “Securities”) on a “best efforts” basis of up to an aggregate offering of approximately Five Hundred Thousand Dollars ($500,000.00) (the “Private Placement”). This Agreement shall be effective for a period commencing June 1, 2009 and ending on August 31, 2009.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF INVO BIOSCIENCE, INC.INVO Bioscience, Inc. • July 17th, 2009 • Surgical & medical instruments & apparatus • New York
This is to Certify that, for value received, __________(the “Holder”), is entitled to purchase, subject to the provisions of this Warrant, from INVO Bioscience, Inc., a Nevada corporation (the “Company”), at any time on or after date hereof (the “Original Issuance Date”), and not later than 5:00 p.m. Eastern Standard Time, _______________, 2014 (the “Expiration Date”), _________shares of common stock, $.0001 par value per share, of the Company (the “Common Stock”) at an initial purchase price per share (the “Exercise Price”) equal to $.20 (Twenty Cents), subject to adjustment as provided elsewhere herein. The shares of the Company's Common Stock issuable upon the exercise of this Warrant are called herein the “Warrant Shares.” The Holder hereof may exercise this Warrant as to all or any portion of the Warrant Shares which such Holder shall have the right to acquire hereunder.
ContractINVO Bioscience, Inc. • July 17th, 2009 • Surgical & medical instruments & apparatus
NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
PURCHASE AGREEMENTPurchase Agreement • July 17th, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York
This Purchase Agreement (this “Agreement”) is dated as of July __, 2009, by and among INVO Bioscience, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
