Exhibit
10.1


 


THIS
SHARE PURCHASE AGREEMENT dated as of September 1, 2021


 


AMONG:


 


	 	
    ERNEST JASON BROOME, in his capacity as trustee
    of THE BROOME FAULKNER FAMILY TRUST, an individual residing in the city of Kelowna in the Province of British Columbia,

     

    LYLE OBERG, in his capacity as trustee of THE LYLE
    OBERG FAMILY TRUST, an individual residing in the city of Kelowna in the Province of British Columbia,

     

    RICHARD ROSS, in his capacity as trustee of THE
    ROSS FAMILY TRUST, an individual residing in the city of Crossfield in the Province of Alberta,

     

    DR. SEANG LIN TAN, in his capacity as trustee of
    THE DR. SEANG LIN TAN FAMILY TRUST, an individual residing in the city of [●] in the Province of [●],

     

    (each, a “Shareholder” and collectively,
    the “Shareholders”)

     

    - and -

     

    INVO BIOSCIENCE, INC., a corporation incorporated
    under the laws of Nevada

     

    (the “Purchaser”)

     

    - and -

     

    EFFORTLESS IVF CANADA INC., a corporation incorporated
    under the laws of British Columbia

     

    (the “Corporation”)



 


RECITALS:


 


	1.	The
                                            Shareholders are the registered and beneficial owners of all of the issued and outstanding
                                            Class A Common, Class B Common, Class C Common and Class D Common shares (the “Purchased
                                            Shares”) in the capital of the Corporation.



 


	2.	The
                                            Purchaser wishes to purchase and the Shareholders wish to sell all of the Purchased Shares
                                            upon the terms and conditions of this Agreement.



 


The
parties therefore, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 




    	



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Article
1





INTERPRETATION



 


	1.1	In
                                            this share purchase agreement (the “Agreement”):



 


		(a)	Unless
                                            otherwise defined herein, capitalized terms used in this Agreement shall have the following
                                            meanings:



 


		(i)	“1933
                                            Act” means the United States Securities Act of 1933, as amended;



 


		(ii)	“1934
                                            Act” means the Securities Exchange Act of 1934, as amended;



 


		(iii)	“Affiliate”
                                            means of, or a Person “affiliated” with, a specified Person means a Person that
                                            directly or indirectly (through one or more intermediaries) controls, is controlled by or
                                            is under common control with such specified Person;



 


		(iv)	“Applicable
                                            Laws” means any and all applicable laws including common law, statutes, by-laws,
                                            rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies,
                                            notices, directions, decrees, judgments, awards or requirements, including rules of applicable
                                            stock exchanges and applicable securities laws;



 


		(v)	“Business”
                                            means the business carried on by the Corporation consisting of providing medical-related
                                            services in Canada including but not limited to the sale of medical devices and the facilitation
                                            and/or direct provision of medical services directly and indirectly related to those medical
                                            devices sold;



 


		(vi)	“Business
                                            Day” means a week day, excluding all statutory holidays in the province of British
                                            Columbia or the province of Quebec;



 


		(vii)	“Control”
                                            including the terms and phrases “controlling”, “controlled by” and
                                            “under common control with”, means the possession, direct or indirect, of the
                                            power to direct or cause the direction of the management and policies of a Person, whether
                                            through the ownership of voting securities, by contract or otherwise;



 


		(viii)	“Encumbrance”
                                            includes any mortgage, pledge, assignment, charge, lien, security interest, claim, trust,
                                            hypothecation, title retention, declaration of trust, right of set-off, or other third party
                                            interest and any agreement, option, right of first refusal, right or privilege (whether by
                                            law, contract or otherwise) capable of becoming any of the foregoing, and any other encumbrance
                                            of any kind;



 


		(ix)	“Governmental
                                            Authority” means any Canadian (whether federal, territorial, provincial, municipal,
                                            local or political subdivision thereof), American (whether federal, state, local or political
                                            subdivision thereof), international or foreign government, governmental authority, quasi-governmental
                                            authority, court, self-regulatory organization, commission, tribunal, arbitrator or organization
                                            or any agent, subdivision, department or branch of any of the foregoing;



 




    	



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		(x)	“OTCQB”
                                            means the OTCQB Venture Market operated by OTC Markets Inc.;



 


		(xi)	“Person”
                                            means any individual, sole proprietorship, body corporate, partnership or limited partnership,
                                            trust, joint venture, unincorporated organization, Governmental Authority, including in any
                                            such Person’s capacity as trustee, beneficiary, receiver, receiver-manager, executor,
                                            administrator or other legal representative;



 


		(xii)	“Proceeding”
                                            means any domestic or foreign litigation, action, application, suit, investigation, hearing,
                                            claim, complaint, deemed complaint, grievance, civil, administrative, regulatory or criminal,
                                            arbitration proceeding or other similar proceeding, before or by any Governmental Authority,
                                            and includes any appeal or review thereof and any application for leave for appeal or review;



 


		(xiii)	“Purchaser’s
                                            Counsel” means Dentons Canada LLP;



 


		(xiv)	“Regulation
                                            S” means Regulation S promulgated under the 1933 Act;



 


		(xv)	“Regulatory
                                            Approvals” means the approvals required by any regulatory body for the transactions
                                            contemplated herein, including the issuance of the Consideration Shares which are listed
                                            on the OTCQB, required from all regulatory bodies, including the OTCQB;



 


		(xvi)	“Rule
                                            144” means Rule 144 promulgated by the SEC (as defined herein) under the 1933 Act;



 


		(xvii)	“SEC”
                                            means the United States Securities and Exchange Commission;



 


		(xviii)	“SEC
                                            Reports” shall have the meaning ascribed to it in Section 3.3(e);



 


		(xix)	“Tax
                                            Act” means the Income Tax Act (Canada), including the regulations promulgated
                                            thereunder;



 


		(xx)	“Territory”
                                            means Canada; and



 


		(xxi)	“Shareholders’
                                            Counsel” means Farris LLP.



 


		(b)	Accounting
                                            Principles – Unless otherwise specified, any reference in this Agreement to “generally
                                            accepted accounting principles” is to the generally accepted accounting principles
                                            in effect in Canada at the date of determination as recommended in International Financial
                                            Reporting Standards / Accounting Standards for Private Enterprise of the Handbook of the
                                            Canadian Institute of Chartered Accountants (the “CICA Handbook”) and
                                            consistently applied.



 


		(c)	Currency
                                            – Unless otherwise specified, all dollar amounts in this Agreement, including the
                                            symbol “$”, refer to Canadian currency. All references to “United States
                                            dollars” or to “US$” are references to the currency of the United States
                                            of America. Any currency conversion contemplated by this Agreement from dollars to United
                                            States dollars shall be performed using the Bank of Canada daily average exchange rate in
                                            effect on the applicable date.



 




    	



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		(d)	Headings,
                                            etc. – The division of this Agreement into Articles, Sections and other subdivisions
                                            and the inclusion of headings are provided for convenience only and do not affect the construction
                                            or interpretation of this Agreement.



 


		(e)	Including
                                            – In this Agreement, the words “include” or “including”
                                            mean “include (or including) without limitation” and the words following “include”
                                            or “including” are not to be considered an exhaustive list.



 


		(f)	Ordinary
                                            Course – In this Agreement, any reference to an action taken by a Person in the
                                            “ordinary course” means that such action is consistent with past practices of
                                            such Person and is taken in the ordinary course of the usual and normal business, operations
                                            and affairs of such Person.



 


		(g)	Performance
                                            on Holidays – If any act is required by the terms of this Agreement to be performed
                                            on a day which is not a Business Day, the act will be valid if performed on the next succeeding
                                            Business Day.



 


		(h)	References
                                            to Persons – Unless the context otherwise requires, any reference in this Agreement
                                            to a Person includes its heirs, administrators, executors and other legal representatives,
                                            successors and permitted assigns.



 


		(i)	Statutory
                                            References – Unless otherwise specified, any reference in this Agreement to a statute
                                            includes all rules and regulations made under it and all applicable guidelines, bulletins
                                            or policies made in connection with it and which are legally binding, in each case as it
                                            or they may have been, or may from time to time be, amended or re-enacted.



 


		(j)	Time
                                            – Time is of the essence of this Agreement, and no extension or variation of this
                                            Agreement will operate as a waiver of this provision.



 


Article
2





PURCHASE
AND SALE OF SHARES 


 


	2.1	Purchase
                                            and Sale of the Purchased Shares



 


Subject
to the terms and conditions of this Agreement, at the Closing Time (as defined in Article 6) the Shareholders shall sell to the Purchaser,
and the Purchaser shall purchase from the Shareholders, all of the Purchased Shares, free and clear of any and all Encumbrances. For
certainty, the acquisition of the Purchased Shares by the Purchaser shall occur on a debt-free and cash-free basis.


 


	2.2	Amount
                                            and Payment of Purchase Price



 


The
consideration payable by the Purchaser to the Shareholders for the Purchased Shares (the “Purchase Price”) shall be
paid to the Shareholders by the Purchaser at the Closing Time as follows:


 


		(a)	payment
                                            of (by wire transfer of immediately available funds) $25,000 in cash to or to the order of
                                            the Shareholders as instructed by the Shareholders or Shareholders’ Counsel (the “Cash
                                            Consideration”) and the Cash Consideration shall be allocated among the Shareholders
                                            in accordance with their respective pro rata percentage of the Purchased Shares on a fully-diluted
                                            basis, as more particularly set forth in Schedule “A” hereto, to be deposited
                                            in trust with Farris LLP; and



 




    	



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		(b)	30,000
                                            shares of the common stock of the Purchaser, trading on OTCQB under ticker symbol, INVO,
                                            shall be issued and registered in the name of Dr. Andrew Mok, as instructed by the Shareholders
                                            (the “Consideration Shares”) and the Consideration Shares shall be allocated
                                            among the Shareholders in accordance with their respective pro rata percentage of the Purchased
                                            Shares on a fully-diluted basis, as more particularly set forth in Schedule “B”
                                            hereto.



 


		(c)	EARN-OUT:
                                            During the 24 months subsequent to the Closing Date (as defined in Article 6), 20,000 shares
                                            of common stock of the Purchaser will be issued and registered in the name of the Shareholders
                                            or as instructed by the Shareholders or the Shareholders’ Counsel, with standard 144
                                            resale restrictions, for each that is established and operational and performing the INVO
                                            procedure either directly or as a separate service offer and in which Shareholders provided
                                            support in the form of the initial clinic introduction, start-up support, operating procedures,
                                            technology education or other INVO-approved criteria, up to an initial 3 clinics (for a total
                                            of up to 60,000 total shares) (the “Earn-Out Shares”). The Earn-Out Shares
                                            shall be allocated among the Shareholders in accordance with their respective pro rata percentage
                                            of the Purchased Shares on a fully diluted basis, as more particularly set forth in Schedule
                                            “A” hereto.



 


		(d)	The
                                            Purchaser further agrees to reimburse the Shareholders’ legal costs associated with
                                            this Agreement, up to $4,000.



 


	1.1	Delivery
                                            of Certificates for Purchased Shares 



 


Subject
to the fulfillment of all of the terms and conditions hereof, at the Closing Time, the Shareholders shall deliver to the Purchaser certificates
representing the Purchased Shares held by them duly endorsed for transfer to the Purchaser, or other evidence of transfer of the Purchased
Shares on the books of the Corporation satisfactory to the Purchaser or the Purchaser’s Counsel, together with such other documentation
as the Purchaser or the Purchaser’s Counsel may reasonably request for the purpose of effecting the transfer and delivery of the
Purchased Shares.


 


	1.2	Delivery
                                            of Certificates for Consideration Shares 



 


Subject
to the fulfillment of all of the terms and conditions hereof, at the Closing Time, the Purchaser shall, in accordance with the registration
and delivery instructions provided by the Shareholders, deliver to the Shareholders or to the order of the Shareholders in accordance
with the pro rata allocation set out in Schedule “A”, certificates representing the Consideration Shares to which each of
the Shareholders is entitled to receive.


 


Article
2





REPRESENTATIONS
AND WARRANTIES


 


	2.1	Representations
                                            and Warranties of the Corporation 



 


The
Corporation represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on the following representations
and warranties in entering into this Agreement and completing the transactions contemplated by it:


 


		(a)	the
                                            Corporation is a corporation incorporated and existing under the laws of British Columbia;



 




    	



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		(b)	the
                                            Corporation is not a reporting issuer in any jurisdiction and there is not a published market
                                            in respect of the Purchased Shares;



 


		(c)	if
                                            there is any leased property, the Corporation has the corporate power to own or lease its
                                            property and to carry on its business as now being conducted by it and is registered, licensed
                                            or otherwise qualified in all the jurisdictions where it owns or leases that property and
                                            carries on that business;



 


		(d)	the
                                            authorized capital of the Corporation consists of an unlimited number of Class A Common,
                                            Class B Common, Class C Common, Class D Common, Class E Common, Class F Common, Class G Preferred,
                                            Class H Preferred, Class I Preferred, Class J Preferred and Class K Preferred shares, of
                                            which the Purchased Shares (and no more) have been duly authorized and validly issued and
                                            are outstanding as fully paid and non-assessable shares and represent all of the issued and
                                            outstanding shares of every class of the Corporation, as outlined in the minute book held
                                            at Farris LLP, Kelowna, British Columbia;



 


		(e)	no
                                            consent, approval, Regulatory Approval, waiver or authorization is required to be obtained
                                            by Shareholders or the Corporation from any person or entity (including any Governmental
                                            Authority) prior to or in connection with the execution, delivery and performance by Shareholders
                                            of this Agreement and the consummation of the transactions contemplated hereby; 



 


		(f)	no
                                            person (other than the Purchaser under this Agreement) has any written or oral agreement,
                                            option, right or privilege capable of becoming an agreement or option to acquire any of the
                                            Purchased Shares or to be caused to be issued any unissued shares or other securities of
                                            the Corporation;



 


		(g)	the
                                            Corporation has maintained the properties and assets used in the business in compliance with
                                            all applicable laws, rules and regulations, except for any non-compliance or breach which,
                                            individually or in the aggregate, are not material;



 


		(h)	complete
                                            copies of the Corporation’s most recent unaudited financial statements (“Financial
                                            Statements”) have been delivered to the Purchaser and have been prepared in accordance
                                            with generally accepted accounting principles and present fully, fairly and accurately, in
                                            all material respects, the assets, liabilities and financial condition of the Corporation
                                            as at that date, and there are no liabilities, contingent or otherwise, that are not reflected
                                            in those financial statements at that date;



 


		(i)	since
                                            the date of the Financial Statements, there have been no substantial adverse changes in the
                                            assets affairs or financial condition of the Corporation;



 


		(j)	since
                                            the date of the Financial Statements, the Corporation has not, directly or indirectly, declared
                                            or paid any dividends or declared or made any other distribution or return of capital in
                                            respect of any of its shares;



 


		(k)	since
                                            the date of the Financial Statements, the Corporation has not entered into any transactions
                                            or incurred any obligations or liabilities outside of the ordinary course of business of
                                            the Corporation and for the purpose of carrying on the same;



 




    	



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		(l)	the
                                            Corporation has no outstanding contracts or agreements with any of its officers, directors,
                                            agents or employees;



 


		(m)	there
                                            are no Proceedings in progress, pending or threatened against or affecting the Shareholders
                                            or the Corporation;



 


		(n)	the
                                            Corporation has paid all federal and provincial income taxes due and payable and the financial
                                            statements of the Corporation fully reflect accrued liabilities for all federal and provincial
                                            income taxes not yet due and payable and for which tax returns are not yet required to be
                                            filed;



 


		(o)	the
                                            Corporation has complied with all registration, reporting, collection and remittance requirements
                                            in respect of all federal and provincial tax laws in respect of sales tax, including the
                                            Excise Tax Act (Canada);



 


		(p)	the
                                            board of directors of the Corporation has approved and authorized the execution of this Agreement;



 


		(q)	the
                                            Corporation is a taxable Canadian corporation for the purposes of the Tax Act; and



 


		(r)	the
                                            Corporation has complied in all material respects, and is in material compliance, with all
                                            Applicable Laws,



 


	2.2	Representations
                                            and Warranties of the Shareholders



 


Each
Shareholder jointly and severally represents and warrants to the Purchaser as follows and acknowledge that the Purchaser is relying on
the following representations and warranties in entering into this Agreement and completing the transactions contemplated by it:


 


		(a)	each
                                            Shareholder has the power to own the Purchased Shares and to enter into and perform its obligations
                                            under this Agreement;



 


		(b)	if
                                            such Shareholder is an individual, such Shareholder has the power and capacity to own the
                                            Purchased Shares owned by it and sold to the Purchaser hereunder and to enter into and perform
                                            its obligations under this Agreement and each of the agreements, certificates or other instruments
                                            delivered at Closing as contemplated by this Agreement to which it is a party;



 


		(c)	the
                                            execution and delivery of, and performance by the Shareholders of this Agreement and the
                                            sale of the Purchased Shares have been duly authorized by all necessary corporate action
                                            on behalf of the Shareholders;



 


		(d)	this
                                            Agreement has been duly and validly executed and delivered by the Shareholders and constitutes
                                            legal, valid and obligations of the Shareholders, enforceable against them in accordance
                                            with its terms, except as enforcement may be limited by bankruptcy, insolvency and other
                                            laws affecting the rights of creditors generally and except that equitable remedies may be
                                            granted only in the discretion of a court of competent jurisdiction;



 


		(e)	the
                                            Shareholders own the Purchased Shares with good and valid title and have the full power and
                                            authority to sell the Purchased Shares;



 




    	



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		(f)	the
                                            Purchased Shares are free and clear of all Encumbrances, other than those restrictions on
                                            transfer, if any, stated in the articles of the Corporation;



 


		(g)	the
                                            Shareholders are not a “non-resident” of Canada for the purpose of Section 116
                                            of the Tax Act and is a “Canadian-controlled private corporation” within the
                                            meaning of the Tax Act;



 


		(h)	the
                                            Shareholders have not knowingly withheld any documents or information relating to the business
                                            of the Corporation which would reasonably be expected to have a material adverse effect on
                                            the Corporation;



 


		(i)	no
                                            person (other than the Purchaser under this Agreement) has any written or oral agreement,
                                            option, right or privilege capable of becoming an agreement or option to acquire any of the
                                            Purchased Shares;



 


		(j)	the
                                            Shareholders have been given full and complete access to the Purchaser for the purpose of
                                            obtaining such information as such Shareholders or its qualified representative has reasonably
                                            requested in connection with the decision to purchase the Consideration Shares;



 


		(k)	the
                                            Shareholders represents that it has received and reviewed copies of the SEC Reports;



 


		(l)	the
                                            Shareholder has been afforded the opportunity to ask questions of the officers of the Purchaser
                                            regarding its business prospects and the Consideration Shares, all as Shareholder or Shareholder’s
                                            qualified representative have found necessary to make an informed investment decision to
                                            acquire the Consideration Shares;



 


		(m)	the
                                            Shareholder has been advised that the Consideration Shares have not been registered under
                                            the 1933 Act or applicable state securities laws and that the Consideration Shares are being
                                            offered and sold pursuant to Regulation S and that the Purchaser’s reliance upon Regulation
                                            S is predicated in part on each of the Principal’s representations as contained herein;



 


		(n)	the
                                            Shareholder is not a U.S. Person (as defined in Regulation S) and is not an affiliate of
                                            the Purchaser (as defined in Regulation S), at the time of the origination of contact concerning
                                            this Agreement, and at the date of execution and delivery of this Agreement, the Shareholder
                                            was outside the United States, its territories and possession;



 


		(o)	the
                                            Shareholders:



 


		(i)	will
                                            not, during the period commencing on the Closing Date and ending on the date six months after
                                            the Closing Date (the “Restricted Period”), offer or sell the Consideration
                                            Shares in the United States, its territories or possessions, or to a U.S. Person or for the
                                            account or benefit of a U.S. Person (other than distributors), other than in accordance with
                                            Rule 903 or 904 of Regulation S;



 


		(ii)	will,
                                            after the expiration of the Restricted Period, offer, sell, pledge or otherwise transfer
                                            the Consideration Shares only pursuant to registration requirements under the 1933 Act or
                                            an available exemption therefrom and, in any case, in accordance with applicable state and
                                            foreign securities laws; and



 


		(iii)	will
                                            not engage in hedging transactions with regard to the Consideration Shares;



 


		(p)	no
                                            Shareholder, its affiliates nor any person acting on behalf of such Shareholder or any such
                                            affiliates has engaged, or will engage, in any Directed Selling Efforts (as defined in Regulation
                                            S) with respect to the Consideration Shares or any distribution, as that term is used in
                                            the definition of Distributor in Regulation S under the 1933 Act, with respect to the Consideration
                                            Shares;



 




    	



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		(q)	the
                                            transactions contemplated by this Agreement:



 


		(i)	have
                                            not been pre-arranged with a purchaser located in the United States, its territories or possessions,
                                            or who is a U.S. Person; and



 


		(ii)	are
                                            not part of a plan or scheme to evade the registration provisions of the 1933 Act;



 


		(r)	the
                                            Shareholder is purchasing the Consideration Shares for its own account for the purpose of
                                            investment and not: (i) with a view to, or for sale in connection with, any distribution
                                            therefor, or (ii) for the account or on behalf of any U.S. Person;



 


		(s)	the
                                            Principal is not an entity or group that has been formed principally for the purpose of investing
                                            in securities not registered under the 1933 Act;



 


		(t)	if
                                            any Shareholder offers and sells the Consideration Shares during the Restricted Period, then
                                            it will do so only: (i) in accordance with provisions of Regulation S; (ii) pursuant to registration
                                            requirements of the Consideration Shares under the 1933 Act; or (iii) pursuant to an available
                                            exemption from the registration requirements of the 1933 Act;



 


		(u)	the
                                            Shareholder understands that the Consideration Shares have not been registered under the
                                            1933 Act and may not be transferred or resold except pursuant to an effective registration
                                            statement or exemption from registration and each certificate representing the Consideration
                                            Shares will be endorsed with the following legend:



 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND
NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, EXERCISED SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
(1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE
904 OF REGULATION S UNDER SAID ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION
OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT
OF 1933, AS AMENDED”


 


		(v)	the
                                            Shareholder agrees that the Purchaser shall refuse to register any transfer of the Consideration
                                            Shares not made in accordance with Regulation S, pursuant to registration requirements under
                                            the 1933 Act, or pursuant to an exemption from registration under the 1933 Act, and that
                                            the Purchaser may place a stop transfer order with its registrar and stock transfer agent
                                            covering all certificates representing the Consideration Shares;



 


		(w)	the
                                            Shareholder can bear the economic risk to an investment in the Consideration Shares, including
                                            the total loss of such investment;



 




    	



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		(x)	the
                                            Shareholder believes, in light of the information provided in this Agreement, the acquisition
                                            of the Consideration Shares pursuant to the terms of this Agreement is an appropriate and
                                            suitable investment for the Shareholder;



 


		(y)	the
                                            Shareholders are experienced and knowledgeable in financial and business matters, capable
                                            of evaluating the merits and risks of purchasing the securities offered herein by the Purchaser;
                                            and



 


		(z)	the
                                            purchase of the Consideration Shares by the Shareholders does not contravene any of the applicable
                                            securities legislation in the jurisdiction in which each Shareholder resides and does not
                                            trigger: (i) any obligation to prepare and file a prospectus or similar document or any other
                                            report with respect to the purchase, or (ii) any registration requirement or other securities
                                            compliance obligation on the part of the Purchaser.



 


	2.3	Representations
                                            and Warranties of the Purchaser



 


The
Purchaser represents and warrants to the Shareholders as follows and acknowledges that the Shareholders are relying on the following
representations and warranties in entering into this Agreement and completing the transactions contemplated by it:


 


		(a)	the
                                            Purchaser is a corporation incorporated and existing under the laws of Nevada;



 


		(b)	the
                                            Purchaser has the corporate power to enter into and perform its obligations under this Agreement;



 


		(c)	the
                                            Consideration Shares to be issued hereunder, when issued, shall be fully paid and non-assessable
                                            shares of the common stock of the Purchaser;



 


		(d)	the
                                            execution and delivery of, and performance by the Purchaser of this Agreement and the purchase
                                            of the Purchased Shares have been duly authorized by all necessary corporate action on behalf
                                            of the Purchaser;



 


		(e)	the
                                            Purchaser has delivered or made available to each Principal accurate and complete copies
                                            (excluding copies of exhibits) of each report, registration statement, and definitive proxy
                                            statement filed by the Purchaser with the SEC since January 1, 2019 (collectively, with all
                                            information incorporated by reference therein or deemed to be incorporated by reference therein,
                                            the “SEC Reports”). As of the time it was filed with the SEC (or, if amended
                                            or superseded by a filing prior to the date of this Agreement, then on the date of such filing):
                                            (i) each of the SEC Reports compiled in all material respects with the applicable requirements
                                            of the 1933 Act or the 1934 Act; and (ii) none of the SEC Reports contained any untrue statement
                                            of a material fact or omitted to state a material fact required to be stated therein or necessary
                                            in order to make the statements therein, in the light of the circumstances under which they
                                            were made, not misleading;



 


		(f)	the
                                            consolidated financial statements of the Purchaser contained in the SEC Reports: (i) complied
                                            as to form in all material respects with the publishing rules and regulations of the SEC
                                            applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis
                                            throughout the period covered (except as may be indicated in the notes to such financial
                                            statements and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC,
                                            and except the unaudited financial statements may not contain footnotes and are subject to
                                            normal and recurring year-end audit adjustments which will not, individually or in the aggregate,
                                            be material in amount); and (iii) fairly present, in all material respects, the consolidated
                                            financial position of the Purchaser and its consolidated subsidiaries as of the respective
                                            dates thereof and the consolidated results of operations of the Purchaser and its consolidated
                                            subsidiaries for the periods covered thereby. All adjustments considered necessary for a
                                            fair presentation of the financial statements have been included;



 




    	



    	11



    

 


		(g)	assuming
                                            the accuracy of the representations and warranties of the Shareholders set forth in Section
                                            3.2 of this Agreement, the offer, issue, sale and delivery of the Consideration Shares will
                                            constitute an exempted transaction under the 1933 Act, and registration of the Consideration
                                            Shares under the 1933 Act is not required; and



 


		(h)	the
                                            Purchaser shall make such filings as may be necessary to comply with the U.S. federal securities
                                            laws, which filings will be made in a timely manner.



 


Article
3


COVENANTS
OF THE PARTIES 


 


	3.1	Covenants
                                            of the Shareholders 



 


Each
of the Shareholders shall cooperate fully in good faith with the Purchaser and its legal counsel in connection with any steps required
to be taken as part of their respective obligations under this Agreement.


 


	3.2	Covenants
                                            of the Corporation 



 


The
Corporation shall cooperate fully in good faith with the Purchaser and its legal counsel in connection with any steps required to be
taken as part of their respective obligations under this Agreement.


 


	3.3	Covenants
                                            of the Purchaser



 


The
Purchaser hereby covenants that:


 


		(a)	if
                                            the sale and purchase of the Purchased Shares is not completed, the Purchaser shall not,
                                            directly or indirectly:



 


		(i)	use
                                            for its own purposes any confidential information, trade secrets or confidential data relating
                                            to the Corporation or its business discovered or acquired by it or its representatives as
                                            a result of the Corporation making available to it and its representatives any books, accounts,
                                            records, other data and information relating to the Corporation; or



 


		(ii)	disclose,
                                            divulge or communicate orally, in writing or otherwise any such confidential information,
                                            trade secrets or confidential data so discovered or acquired to any other person, firm or
                                            corporation;



 


		(b)	the
                                            Purchaser shall cooperate fully in good faith with the Shareholders and their legal counsel
                                            in connection with any steps required to be taken as part of their respective obligations
                                            under this Agreement;



 




    	



    	12



    

 


		(c)	with
                                            a view to making available to the Shareholders the benefits of Rule 144 and any other rule
                                            or regulation of the SEC that may at any time permit the Shareholders to sell the Consideration
                                            Shares to the public without registration, the Purchaser will take all further action as
                                            Shareholders may reasonably request, all to the extent required from time to time to enable
                                            Shareholders to sell the Consideration Shares held by it without registration under the 1933
                                            Act within the limitation of the exemption from registration provided by Rule 144. In furtherance
                                            thereof, the Purchaser shall do all of the following:



 


		(i)	make
                                            and keep public information available, as those terms are understood and defined in Rule
                                            144;



 


		(ii)	take
                                            such action, including compliance with the reporting requirements of section 13 or 15(d)
                                            of the 1934 Act, as is necessary to enable the Shareholders to utilize Rule 144;



 


		(iii)	file
                                            with the SEC in a timely manner all reports and other documents required to be filed under
                                            the 1933 Act, the 1934 Act, and the rules and regulations adopted by the SEC thereunder;
                                            and



 


		(iv)	furnish
                                            to the Shareholders forthwith upon written request:



 


		(A)	a
                                            written statement by the Purchaser as to its compliance with the reporting requirements of
                                            Rule 144, the 1933 Act and the 1934 Act (at any time after it has become subject to such
                                            reporting requirements);



 


		(B)	a
                                            copy of the most recent annual or quarterly report of the Purchaser and such other reports
                                            and documents so filed by the Purchaser;



 


		(C)	an
                                            opinion of the Purchaser’s counsel that the Consideration Shares may be resold in the
                                            absence of an effective registration thereof under the 1933 Act pursuant to Rule 144; and



 


		(D)	such
                                            other documents as may be reasonably requested in availing the Shareholders of any rule or
                                            regulation of the SEC that permits the selling of the Consideration Shares without registration.



 


Article
4





CONDITIONS
OF CLOSING 


 


	4.1	Conditions
                                            for the Benefit of the Purchaser



 


The
sale and purchase of the Purchased Shares is subject to the satisfaction of, or compliance with, at or before the Closing Time (as defined
in Article 6), each of the following conditions, each of which is for the exclusive benefit of the Purchaser and may be waived, in whole
or in part, by the Purchaser in its sole discretion:


 


		(a)	all
                                            representations and warranties of the Shareholders and the Corporation contained in this
                                            Agreement will have been true and correct on the date of this Agreement and will be true
                                            and correct at the Closing Time with the same force and effect as if those representations
                                            and warranties had been made at and as of that time, and the Shareholders and the Corporation
                                            will have executed and delivered an officer’s certificate to that effect;



 




    	



    	13



    

 


		(b)	no
                                            legal or regulatory action or Proceeding shall be pending or threatened by any Person to
                                            enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby;



 


		(c)	the
                                            Purchaser’s completion of its due diligence investigation regarding the Corporation
                                            and its business with Purchaser deeming the results of such investigation to be acceptable,
                                            as determine in the Purchaser’s sole discretion;



 


		(d)	the
                                            Shareholders, on their own behalf and on behalf of the Corporation, will have affected all
                                            filings and notifications and will have obtained all Regulatory Approvals or other third
                                            party consents, if any, required to be made by the Shareholders and the Corporation with
                                            any regulatory authority having jurisdiction or any other third parties in connection with
                                            the transactions contemplated by this Agreement and will have caused the Shareholders and
                                            the Corporation to obtain all permits, authorizations, consents and approvals required to
                                            be obtained by the Shareholders and the Corporation to consummate the transactions contemplated
                                            by this Agreement;



 


		(e)	at
                                            the Closing Time, the Shareholders shall have delivered to the Purchaser, in accordance with
                                            Section 2.1, the Purchased Shares;



 


		(f)	the
                                            Shareholders and the Corporation will have performed or complied with all obligations and
                                            covenants contained in this Agreement to be performed or complied with by it at or before
                                            the Closing Time, and the Shareholders and the Corporation will have executed and delivered
                                            an officer’s certificate to that effect.



 


	4.2	Conditions
                                            for the Benefit of the Shareholders



 


The
sale and purchase of the Purchased Shares is subject to the satisfaction of, or compliance with, at or before the Closing Time, each
of the following conditions, each of which is for the exclusive benefit of the Shareholders and may be waived, in whole or in part, by
the Shareholders in their sole discretion:


 


		(a)	all
                                            representations and warranties of the Purchaser contained in this Agreement will have been
                                            true and correct on the date of this Agreement and will be true and correct at the Closing
                                            Time with the same force and effect as if those representations and warranties had been made
                                            at and as of that time, and the Purchaser will have executed and delivered an officer’s
                                            certificate of the Purchaser to that effect;



 


		(b)	the
                                            Purchaser will have performed or complied with all obligations and covenants contained in
                                            this Agreement to be performed or complied with by it at or prior to the Closing Time, and
                                            the Purchaser will have executed and delivered an officer’s certificate to that effect;
                                            and



 


		(c)	at
                                            the Closing Time, the Purchaser shall have delivered to the Shareholders, in accordance with
                                            Section 2.2 and the pro rata allocation set out in Schedule “A” attached hereto,
                                            the Consideration Shares.



 




    	



    	14



    

 


	4.3	Waiver
                                            of Conditions



 


Either
the Purchaser or the Shareholders may waive, in whole or in part, at any time by notice in writing to the other party, any condition
in Section 5.1 or Section 5.2 that is for its benefit. No waiver by a party of any condition, in whole or in part, will operate as a
waiver of any other condition or of that party’s rights of termination in the event of non-fulfilment of any other condition, in
whole or in part.


 


Article
5


CLOSING
ARRANGEMENTS


 


	5.1	Date,
                                            Place and Time of Closing



 


The
closing of the sale and purchase of the Purchased Shares (the “Closing”) will take place at 12 p.m. (Vancouver time)
on September 1, 2021 (the “Closing Date”, and the time on the Closing Date, the “Closing Time”)
at the offices of Farris LLP, or at such other place, on such other date and at such other time as may be agreed upon in writing by the
parties. The Closing may take place without the requirement of any Party being physically present at the closing. Instead, each Party
may participate in the Closing by delivery of its required funds and/or documents electronically by exchange of facsimiles or PDF copies
of executed documents under appropriate closing instructions, oral or written, and/or through its respective counsel or other agents.


 


	5.2	Payments
                                            and Deliveries at Closing



 


At
the Closing Time, subject to satisfaction of all the conditions in Article 5 that have not been waived in writing by the Purchaser or
the Shareholders, as applicable:


 


		(a)	the
                                            Purchaser shall pay or direct to be paid the Cash Consideration by wire transfer of immediately
                                            available funds to or to the order of the Shareholders, deposited in trust with Farris LLP;



 


		(b)	the
                                            Shareholders shall deliver to the Purchaser share certificates representing the Purchased
                                            Shares, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer
                                            powers of attorney duly executed in blank;



 


		(c)	the
                                            Purchaser shall deliver to the Shareholders share certificates representing the Consideration
                                            Shares, duly endorsed in blank for transfer, or accompanied by irrevocable security transfer
                                            powers of attorney duly executed in blank;



 


		(d)	the
                                            Shareholders shall deliver to the Purchaser the following in form and substance satisfactory
                                            to the Purchaser acting reasonably:



 


		(i)	evidence
                                            that all necessary steps and proceedings to permit the Purchased Shares to be transferred
                                            to the Purchaser or its nominee(s) have been taken;



 


		(ii)	certified
                                            copies of (i) the notice of articles and articles of the Corporation, (ii) resolutions of
                                            the board of directors and/or shareholders of each Shareholder and the Corporation authorizing
                                            the entering into and completion of the transactions contemplated by this Agreement, and
                                            (iii) a list of the directors and officers authorized to sign agreements;



 




    	



    	15



    

 


		(iii)	a
                                            certificate of good standing or like certificate with respect to the Shareholders, as applicable,
                                            and the Corporation, issued by the appropriate Governmental Authority in their respective
                                            jurisdictions of incorporation and, in the case of the Corporation, of each jurisdiction
                                            in which the Corporation carries on business or owns or leases property;



 


		(iv)	the
                                            certificates referred to in paragraphs 5.1(a) and 5.1(f);



 


		(v)	duly
                                            executed resignations effective as at the Closing Time from each of the directors and officers
                                            of the Corporation, each in a form suitable for immediate acceptance, together with releases
                                            from each of them in favour of the Corporation with respect to all claims against the Corporation
                                            up to the Closing Time, which may have arisen prior to the Closing Date; and



 


		(vi)	the
                                            corporate seal, minute book(s), share certificate book(s) and registers of the Corporation;



 


		(e)	the
                                            Purchaser shall deliver to the Shareholders the following in form and substance satisfactory
                                            to the Shareholders acting reasonably:



 


		(i)	certified
                                            copies of (i) the articles and extracts from the by-laws of the Purchaser relating to the
                                            execution of documents, (ii) resolutions of the board of directors and/or shareholders of
                                            the Purchaser authorizing the entering into and completion of the transactions contemplated
                                            by this Agreement, and (iii) a list of the directors and officers authorized to sign agreements
                                            together with their specimen signatures;



 


		(ii)	a
                                            certificate of status, compliance, good standing or like certificate with respect to the
                                            Purchaser, issued by the appropriate Governmental Authority in its jurisdiction of incorporation;
                                            and



 


		(iii)	the
                                            certificates referred to in paragraphs 5.2(a) and 5.2(b).



 


Article
6





TERMINATION


 


	6.1	Termination
                                            Rights



 


		(a)	Subject
                                            to Section 7.2, this Agreement may be terminated by notice in writing given to the other
                                            party at or prior to the Closing Time:



 


		(i)	by
                                            the Purchaser if there has been a material breach of this Agreement by the Shareholders and
                                            that breach has not been waived by the Purchaser;



 


		(ii)	by
                                            the Shareholders if there has been a material breach of this Agreement by the Purchaser and
                                            that breach has not been waived by the Shareholders;



 


		(iii)	by
                                            the Purchaser if any of the conditions in Section 5.1 has not been satisfied at the Closing
                                            Time, or if it becomes apparent that any such condition cannot be satisfied at or prior to
                                            the Closing Time, and the Purchaser has not waived that condition at or prior to the Closing
                                            Time; or



 




    	



    	16



    

 


		(iv)	by
                                            the Shareholders if any of the conditions in Section 5.2 has not been satisfied at the Closing
                                            Time, or if it becomes apparent that any such condition cannot be satisfied at or prior to
                                            the Closing Time, and the Shareholders have not waived that condition at or prior to the
                                            Closing Time.



 


		(b)	This
                                            Agreement may be terminated by mutual written agreement of the Shareholders and the Purchaser
                                            upon the terms of that agreement.



 


	6.2	Effect
                                            of Exercise of Termination Rights



 


If
a party exercises its right of termination under Section 7.1(a), immediately upon the party giving notice as required under Section 7.1(a),
the parties will be discharged from any further obligations under this Agreement, except that each party’s respective obligations
under Section 4.3(b) and Section 9.9 will continue indefinitely.


 


Article
7





MUTUAL
RELEASE


 


	7.1	Mutual
  Release




 


Effective
as at the Closing, each of the Corporation, the Shareholders and the Purchaser (the “Releasing Parties”), as well
as their directors, officers, agents, shareholders, employees, successors, heirs, personal representatives, trustees and assigns, hereby
releases and forever discharges the other parties of and from all claims, actions, causes of action, damages and demands whatsoever,
known or unknown, suspected or unsuspected (individually, a “Claim” and collectively, “Claims”),
that the Releasing Party ever had, now has, or may have, relating in any way whatsoever to, or arising in any manner whatsoever from,
the Shareholders being shareholders of the Corporation (including, for greater certainty, all of the indebtedness, if any, owing by the
Corporation to the Shareholders or by the Shareholders to the Corporation), save only in respect to the rights and obligations expressly
set forth in this Agreement.


 


	7.2	No Admission of
  Liability




 








The
Parties understand and acknowledge that the releases reflected herein shall not be construed as an admission of liability on the part
of any Party, by whom liability is expressly denied. It is specifically set forth that it is the intention of the Parties, and it is
the purpose of the releases reflected herein, to discharge absolutely the liability of the Parties from any and all Claims any Party
ever had, now has, or may have, relating in any way whatsoever to, or arising in any manner whatsoever from, the Shareholders being shareholders
of the Corporation (including, for greater certainty, all of the indebtedness, if any, owing by the Corporation to the Shareholders or
by the Shareholders to the Corporation), save only in respect to the rights and obligations expressly set forth in this Agreement.





 




    	



    	17



    

 


Article
8





SURVIVAL
AND INDEMNIFICATION 


 


	8.1	Survival
                                            of Representations, Warranties and Covenants



 


		(a)	The
                                            representations and warranties of each party contained in this Agreement and in the certificates
                                            to be delivered under clauses 5.1(a) and 5.2(a) will not merge on and will survive the Closing
                                            for a period of two years from the Closing Date.



 


		(b)	The
                                            covenants of each party contained in this Agreement will survive the Closing and, notwithstanding
                                            the Closing, will continue in full force and effect for the benefit of the other party in
                                            accordance with the terms of this Agreement.



 


	8.2	Indemnification
                                            by the Shareholders



 


		(a)	Subject
                                            to Section 8.5, if the sale and purchase of the Purchased Shares is completed, the Shareholders
                                            shall jointly and severally indemnify and save the Purchaser fully harmless against, and
                                            will reimburse it for, any Damages (as defined in Section 9.3) suffered by or asserted against
                                            it, directly or indirectly, arising from, in connection with or related to:



 


		(i)	any
                                            incorrectness in or breach of any representation or warranty of the Shareholders contained
                                            in this Agreement or in the certificate to be delivered under clause 5.1(a); and



 


		(ii)	any
                                            breach or non-fulfilment of any covenant or obligation on the part of the Shareholders contained
                                            in this Agreement.



 


	8.3	Recoverable
                                            Damages



 


For
the purposes of this Article 9, “Damages” means any damages (available at law or in equity), losses, liabilities,
claims, debts, charges, fines, penalties, costs or expenses, including the costs and expenses of any Proceedings, settlement or compromise
(including reasonable costs, fees and expenses of legal counsel and accountants), but excluding any contingent liability until it becomes
actual and excluding loss of profits and loss or diminution of revenue.


 


	8.4	Notice
                                            of Claim for Damages



 


		(a)	If
                                            any Damages are suffered by or asserted against a party, that party (the “Indemnified
                                            Person”) shall promptly notify the other party (the “Indemnifier”)
                                            in writing of that claim for Damages. The notice will describe the claim in reasonable detail
                                            and indicate, if reasonably practicable, the nature and amount of the potential Damages arising
                                            therefrom. Notice to an Indemnifier in accordance with this paragraph 9.4(a) will constitute
                                            assertion of a claim for indemnification against the Indemnifier under this Article 9.



 


		(b)	Upon
                                            receipt of a notice of claim under paragraph 9.4(a), the Indemnifier will then have a period
                                            of 90 days within which to respond in writing to that claim. During that period, the Indemnified
                                            Person shall make available to the Indemnifier the information relied upon by the Indemnified
                                            Person to substantiate its right to be indemnified, together with all other information as
                                            may be reasonably requested by the Indemnifier. If the Indemnifier does not respond within
                                            that 90 day period, the Indemnifier will be deemed to have rejected that claim and the Indemnified
                                            Person may pursue any remedies available to it.



 




    	



    	18



    

 


		(c)	Failure
                                            by an Indemnified Person to give timely notice of a claim for Damages will not relieve an
                                            Indemnifier from the obligation to indemnify the Indemnified Person, unless the Indemnified
                                            Person gives notice after the expiration of the limitation period under Section 9.1.



 


	8.5	Limitation
                                            of Liability 



 


Except
in cases of fraud, wilful misconduct or gross negligence of the Corporation, the Corporation shall not be required to provide indemnification
for Damages and shall not be liable in any way under this Agreement following the Closing Time. Except in cases of fraud, wilful misconduct
or gross negligence of the Shareholders, the maximum aggregate liability of the Shareholders for Damages shall not exceed the Purchase
Price.


 


	8.6	Set-Off



 


Without
restricting any other remedy available to the Purchaser, the Purchaser may set off and deduct from any amounts payable by the Purchaser
to the Shareholders under this Agreement the amount of any Damages for which the Purchaser is entitled to be indemnified by the Shareholders
under this Article 9.


 


MISCELLANEOUS


 


	8.7	Notices



 


		(a)	Any
                                            notice, direction or other communication (in this Section 9.7, a “notice”)
                                            regarding the matters contemplated by this Agreement must be in writing and must be delivered
                                            personally, sent by courier or transmitted by electronic mail, as follows:



 


		(i)	in
                                            the case of the Shareholders, at:



 


Jason
Broome, trustee of the Broome Faulkner Family Trust





360
Royal Avenue, Kelowna, BC, V1Y 5L2





Jason.broome@icloud.com


 





Lyle
Oberg, trustee of the Lyle Oberg Family Trust





2055
Manuel Road, Kelowna, BC, V1Y 2Z2





lyleoberg@shaw.ca


 


Richard
Ross, trustee of the Ross Family Trust





P.O.
Box 301, Crossfield, Alberta, T0M 0S0





ricsters@aol.com


 


Dr.
Seang Lin Tan, trustee of the Dr. Seang Lin Tan Family Trust





2110
DeCarie Boulevard, Montreal, Quebec, H4A 3J3





sltan@originelle.com


 




    	



    	19



    

 


		(ii)	in
                                            the case of the Purchaser, at



 


INVO
Bioscience, Inc.

5582 Broadcast Court

Sarasota, FL 34240 USA

Steve Shum, Chief Executive Officer

Email: sshum@invobio.com


 


		(b)	A
                                            notice is deemed to be delivered and received (i) if delivered personally, on the date of
                                            delivery if delivered prior to 5:00 p.m. (recipient’s time) on a Business Day and otherwise
                                            on the next Business Day; (ii) if sent by same-day courier, on the date of delivery if delivered
                                            prior to 5:00 p.m. (recipient’s time) on a Business Day and otherwise on the next Business
                                            Day; (iii) if sent by overnight courier, on the next Business Day; or (iv) if transmitted
                                            by electronic mail, on the Business Day following the date of confirmation of transmission
                                            by the originating electronic email.



 


		(c)	A
                                            party may change its address for service from time to time by notice given in accordance
                                            with the foregoing provisions.



 


	8.8	Further
                                            Assurances 



 


Each
party shall from time to time, before or after the Closing Time, execute, acknowledge and deliver or cause to be executed, acknowledged
and delivered all further acts, documents and instruments as may be reasonably necessary or desirable in order to give full effect to
this Agreement or any provision of it.


 


	8.9	Costs
                                            and Expenses



 


Unless
otherwise specified, each party shall be responsible for all costs and expenses (including the fees and disbursements of legal counsel,
bankers, investment bankers, accountants, brokers and other advisors) incurred by it in connection with this Agreement and the transactions
contemplated by it.


 


	8.10	Waiver
                                            of Rights



 


Any
waiver of any of the provisions of this Agreement will be binding only if it is in writing and signed by the party to be bound by it,
and only in the specific instance and for the specific purpose for which it has been given. The failure or delay of any party in exercising
any right under this Agreement will not operate as a waiver of that right. No single or partial exercise of any right will preclude any
other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Agreement
will constitute a waiver of any other provision (whether or not similar).


 


	8.11	Remedies
                                            Cumulative



 


Unless
otherwise specified, the rights and remedies of a party under this Agreement are cumulative and in addition to and without prejudice
to any other rights or remedies available to that party at law, in equity or otherwise, and unless otherwise specified, no single or
partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which
that party may be entitled.


 




    	



    	20



    

 


	8.12	Severability



 


If
any provision of this Agreement or its application to any party or circumstance is determined by a court of competent jurisdiction to
be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without
affecting the validity or the enforceability of the remaining provisions of this Agreement and without affecting its application to other
parties or circumstances.


 


	8.13	Successors
                                            and Assignment



 


This
Agreement will enure to the benefit of and be binding upon the parties and their respective successors but neither this Agreement nor
any of the rights or obligations under this Agreement is assignable or transferable by either the Purchaser or the Shareholders without
the prior written consent of the other party.


 


	8.14	Entire
                                            Agreement



 


This
Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated by this Agreement and supersedes
all other understandings, agreements, representations (including misrepresentations, negligent or otherwise), negotiations, communications
and discussions, written or oral, made by the parties with respect thereto (including that letter of intent between the Purchaser and
the Corporation dated January 15, 2020 (the “LOI”)). There are no representations, warranties, terms, conditions,
covenants or other understandings, express or implied, collateral, statutory or otherwise, between the parties, except as expressly stated
in this Agreement, certain Sections of the LOI and the Confidentiality Agreement. The parties have not relied and are not relying on
any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.


 


	8.15	Governing
                                            Law; Attornment



 


This
Agreement will be construed, interpreted and enforced in accordance with the laws of the British Columbia and the federal laws of Canada
applicable therein. Each party irrevocably adjudicates and submits to the exclusive jurisdiction of the courts of British Columbia.


 


	8.16	Counterparts
                                            and Delivery by Electronic Transmission



 


This
Agreement may be executed in any number of counterparts (including counterparts by facsimile and PDF), each of which will be deemed to
be an original and all of which taken together will be deemed to constitute one and the same instrument. Delivery by facsimile or by
electronic transmission of an executed PDF counterpart of this Agreement is as effective as delivery of an originally executed counterpart
of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or by electronic transmission shall also
deliver an originally executed counterpart of this Agreement, but the failure to deliver an originally executed copy does not affect
the validity, enforceability or binding effect of this Agreement.


 


	8.17	English
                                            Language



 


The
parties confirm that it is their wish that this Agreement and any other documents delivered or given under this Agreement, including
notices, have been and will be in the English language only.


 




    	



    	21



    

 


THIS
AGREEMENT has been executed by the parties as of the date first above written.


 


[SIGNATURE
PAGE FOLLOWS]


 


[Signature
page to the Effortless IVF Canada - Share Purchase Agreement]


 




    	



    	22



    




 


	 	THE
    BROOME FAULKNER FAMILY TRUST
	 	 	 
	 	By	/s/
    Jason Broome
	 	Name:	Jason
    Broome
	 	Title:	Trustee
	 	 	 
	 	THE
    LYLE OBERG FAMILY TRUST
	 	 	 
	 	By	/s/
    Lyle Oberga
	 	Name:	Lyle
    Oberg
	 	Title:	Trustee
	 	 	 
	 	THE
    ROSS FAMILY TRUST
	 	 	 
	 	By	/s/
    Richard Ross
	 	Name:	Richard
    Ross
	 	Title:	Trustee
	 	 	 
	 	THE
    DR. SEANG LIN TAN FAMILY TRUST
	 	 	 
	 	By	/s/
    Seang Lin Tan
	 	Name:	Dr.
    Seang Lin Tan
	 	Title:	Trustee


 


[Signature
page to the Effortless IVF Canada - Share Purchase Agreement]


 




    	



    	23



    




 


	 	INVO
    BIOSCIENCE, INC. 
	 	 	 
	 	By	/s/
    Steve Shum
	 	Name:	Steve
    Shum
	 	Title:	Chief
    Executive Officer 


 


	 	EFFORTLESS
    IVF CANADA INC. 
	 	 
	 	By	/s/
    Jason Broome
	 	Name:	Jason
    Broome 
	 	Title:	President
    


 


[Signature
page to the Effortless IVF Canada - Share Purchase Agreement]


 




    	 



     


    

 


SCHEDULE
“A”


 


Broome:
53%


 


Oberg:
18.5%


 


Ross:
10%


 


Tan:
18.5%