0001185185-09-001096 Sample Contracts

RESERVE EQUITY FINANCING AGREEMENT
Reserve Equity Financing Agreement • November 3rd, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

THIS AGREEMENT dated as of the 28 day of October, 2009 (the “Agreement”) between AGS Capital Group, LLC a New York limited liability corporation (the “Investor”), and INVO Bioscience, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Company”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2009 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2009, by and between INVO Bioscience, Inc., a Nevada corporation (the “Company”), and AGS Capital Group, LLC, (the Investor”).

September 24, 2009 INVO Bioscience, Inc. Suite 421E Beverly, MA 01915 Attention: Ms. Kathleen T. Karloff,
INVO Bioscience, Inc. • November 3rd, 2009 • Surgical & medical instruments & apparatus • New York

The purpose of this agreement (the “Agreement”) is to set forth the terms and conditions pursuant to which Gilford Securities, Inc. (“Gilford”) shall act as non-exclusive placement agent for INVO Bioscience, Inc (the “Company”) in connection with a proposed Reserve Equity Financing of securities (the “Securities”) by AGS Capital Group, LLC (“AGS”). The gross proceeds from the proposed offering are to be up to $10,000,000. The terms of such Reserve Equity Financing and the Securities to be issued shall be mutually agreed upon by the Company and the investor(s) and set forth in definitive documentation based on the terms set forth in a Confidential Reserve Equity Financing Term Sheet to be executed by the parties.

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