Exhibit
10.1


 


October
1, 2021


 


INVO
Bioscience, Inc.


5582
Broadcast Court


Sarasota,
FL 34240


Attention:
Steven Shum, CEO


 


Dear
Mr. Shum:


 


This
letter (the “Agreement”) constitutes the agreement between Paulson Investment Company, LLC (“Paulson”
or the “Placement Agent”), and INVO Bioscience, Inc., a company organized under the laws of the state of Delaware (the
“Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best
efforts” basis, in connection with the proposed placement (the “Placement”) of shares of common stock, par value,
$0.001 per share (the “Shares”, or the “Securities”). The Shares shall be offered and sold under
the Company’s registration statement on Form S-3 (File No. 333-255096) (the “Registration Statement”). The documents
executed and delivered by the Company and the Purchasers (as defined below), as applicable, in connection with the Placement, including,
without limitation, a securities purchase agreement (the “Purchase Agreement” or the “Transaction Documents.”)


 


The
Shares shall be sold to the Purchasers for a purchase price of $3.26 per Share. The Placement Agent may retain other brokers or
dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement.


 


The
terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser”
and collectively, the “Purchasers”), and nothing herein shall imply that the Placement Agent would have the power
or authority to bind the Company or any Purchaser, or shall imply that the Company has an obligation to issue any Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement
Agent with respect to securing any other financing on behalf of the Company. Certain affiliates of the Placement Agent may participate
in the Placement by purchasing some of the Securities. The sale of Securities to any Purchaser will be evidenced by the Purchase Agreement
between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are
not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement,
officers of the Company will be available to answer inquiries from prospective Purchasers.


 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.
Representations of the Company. With respect to the Securities, each of the representations and warranties and covenants made
by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made
to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that, to its knowledge, there
are no affiliations with any FINRA member firm among the Company’s officers, directors or any five percent (5.0%) or greater stockholder
of the Company.


 


B.
Covenants of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public
accountants for a period of at least two (2) years after the Closing Date and (ii) a competent transfer agent with respect to the Securities
for a period of two (2) years after the Closing Date.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing
of the Financial Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the
United States of America, applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate
body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its
obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with
respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the
Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 




    	 



    	 



    

 


SECTION
3. COMPENSATION.


 


A.
Cash Fees. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its
respective designees a total cash fee equal to eight percent (8.0%) of gross proceeds from the Placement of the total amount of
Securities sold by the Placement Agent. In addition, the Company shall pay the Placement Agent an accountable expense allowance as
set forth in Section 4 below. Paulson reserves the right to reduce any item of compensation or adjust the terms thereof as specified
herein in the event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate
compensation is in excess of FINRA Rules or that the terms thereof require adjustment.


 


B.
Warrants. The Company further agrees to issue to the Placement Agent (and/or its designees) on the Closing Date, one warrant to
purchase such number of Common Stock equal to three percent (3.0%) of the shares of Common Stock issued at the Closing (the
“Placement Agent’s Warrant”). The Placement Agent’s Warrant may be purchased in cash or via cashless
exercise, shall be exercisable for a period of five years from the Closing Date and will terminate on the fifth anniversary of the
Closing Date. The exercise price of the Placement Agent’s Warrant is equal to one hundred and twenty percent (120%) of Per
Share Purchase Price. The Placement Agent’s Warrant and the shares of Common Stock issuable upon exercise of the Placement
Agent’s Warrant (collectively “Compensation Securities”) will be deemed compensation by FINRA, and therefore will
be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), neither the Placement Agent’s Warrant nor any
of the shares of Common Stock issued upon exercise of the Placement Agent’s Warrant may be sold, transferred, assigned,
pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the
effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of
sales of the public equity offering.


 


SECTION
4. EXPENSES. The Company has previously paid Paulson a $6,000 cash retainer. In addition, the Company agrees to pay all costs,
fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the
transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification
of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the
Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all
fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs
and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including
financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus and the Prospectus Supplement,
and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred
by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or
any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country;
and (vii) the fees and expenses associated with including the Shares on the Trading Market. Notwithstanding the foregoing, any advance
received by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).
In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent their actual and accountable out-of-pocket
expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Paulson’s
counsel), up to an additional $20,000, and upon demand the Company shall pay the full amount thereof to the Placement Agent; provided,
however, that such expense payment in no way limits or impairs the indemnification and contribution provisions of this Agreement.


 




    	 



    	 



    

 


SECTION
5. INDEMNIFICATION.


 


A.
To the extent permitted by law, with respect to the Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders,
directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable
fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent
that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject
to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s willful misconduct or gross negligence
in performing the services described herein.


 


B.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to
which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing of such
claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any
obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action
or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel.
Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate from counsel for the
Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate
under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent.
In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company, in addition
to fees of local counsel. The Company will have the right to settle the claim or proceeding, provided that the Company will not settle
any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld.


 


C.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent
harmless, then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the
one hand and the Placement Agent on the other. The amounts paid or payable by a party in respect of losses, claims, damages and
liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation,
proceeding or other action or claim. Notwithstanding the provisions hereof, the liable Placement Agent’s share of the
liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under
this Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).


 


E.
These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under this Agreement or otherwise.


 


SECTION
6. COMPANY LOCK-UP AGREEMENTS.


 


A.
Restriction on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that, without the prior
written consent of the Placement Agent, it will not, for a period beginning on the date of this Agreement and ending on the date that
is the 60th day after the date of this Agreement (the “Lock-Up Period”), (i) other than the 600,703 shares of Common
Stock to Paradigm Opportunities Fund LP, enter into any agreement to issue or announce the issuance or proposed issuance of any registered
Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the
Prospectus Supplement or filing a registration statement on Form S-8 in connection with any employee benefit plan. In addition, during
the Lock-Up Period, the Company may not effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries
of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to receive additional Common Stock either (A) at a conversion price, exercise
price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock
at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is
subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters
into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, whereby the Company may
issue securities at a future determined price.


 




    	 



    	 



    

 


The
restrictions contained in this Section 6(a) (collectively, the “Restrictions”) shall not apply to the issuance of
(i) the Securities, (ii) shares of Common Stock or options to employees, officers, directors, consultants or advisors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose, provided that any securities issued
to consultants or advisors must be issued as “restricted securities” (as defined in Rule 144) and carry no registration rights
that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a)
herein, (iii) warrants to the Placement Agent in connection with the transactions pursuant to this Agreement and any securities upon
exercise of warrants to the Placement Agent and/or securities issued upon the exercise or exchange of or conversion of any Securities
issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection
with stock splits or combinations) or to extend the term of such securities, and (iv) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement
in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to
a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities.


 


SECTION
7. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of (i) the 90th
day after this Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination
Date.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary
to terminate the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement
hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect
to the Securities if sold in the Placement and will remain responsible to reimburse expenses actually incurred and reimbursable pursuant
to Section 4 hereof. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation
to pay any fees actually earned pursuant to Section 3 hereof and any reimbursable expenses actually incurred and reimbursable pursuant
to Section 4 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein will survive any
expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to
the Placement Agent as set forth in Section 3 and 4 shall be paid by the Company to the Placement Agent on or before the Termination
Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information
concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


SECTION
8. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 




    	 



    	 



    

 


SECTION
9. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by
any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company
acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties
or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
10. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to
the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and
in the Purchase Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms
and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:


 


A.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with
respect to the Securities shall be reasonably satisfactory in all material respects to the Placement Agent.


 


B.
The Placement Agent shall have received from outside counsels to the Company such counsels’ written opinions with respect to the
Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent.


 


C.
The Shares shall be registered under the Exchange Act and listed on the Trading Market. The Company shall have taken no action designed
to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending
from trading the Shares from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration
or listing.


 


D.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other
nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations
of the Company.


 


E.
The Company shall have entered into a Purchase Agreement with each of the Purchasers of the Securities and such agreements shall be in
full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the Company and
the Purchasers.


 


F.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all
filing fees required in connection therewith.


 


G.
Each Prospectus Supplement (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405
of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have
been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect
of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any
securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been
instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory
authority or stock exchange; and all requests for additional information on the part of the Commission shall have been complied
with.


 




    	 



    	 



    

 


H.
Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement Agent’s sole
judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect or development involving a
prospective material adverse change in the condition or the business activities, financial or otherwise, of the Company from the
latest dates as of which such condition is set forth in the Registration Statement and Prospectus.


 


I.
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of
such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the
Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the documents
incorporated by reference therein (the “Incorporated Documents”), any Prospectus Supplement, and this Agreement and to
the further effect that:


 


(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or
prior to such Closing Date;


 


(ii)
No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or any Prospectus Supplement
has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened
under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities
of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and
no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities
commission, securities regulatory authority or stock exchange in the United States;


 


(iii)
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with
the Commission, and any Prospectus Supplement, contained all material information required to be included therein by the Securities Act
and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects
conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,
as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus Supplement, did not and
do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the
preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since
the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations
of the Commission thereunder to be set forth in the Incorporated Documents which has not been so set forth; and


 


(iv)
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any
Prospectus Supplement, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the
subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company and the subsidiaries taken as a whole, incurred by the Company or any subsidiary, except obligations
incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the
exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any subsidiary; (e) any dividend or
distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured)
to the property of the Company or any subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.


 




    	 



    	 



    

 



J. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information
and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of
any of the conditions or agreements, herein contained. 


 


If
any of the conditions specified in this Section 10 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such
cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION
11. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State, without regard to principles of conflicts of law. This Agreement
may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect
to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under
this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by
execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION
12. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any
other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Securities. This Agreement may be
executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need
not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature
shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
13. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third
business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.


 


SECTION
14. Press Announcements. The Company agrees that the Placement Agent shall,
on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s role in connection therewith
in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and
journals, in each case at its own expense.


 


[The
remainder of this page has been intentionally left blank.]


 




    	 



    	 



    

 


Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this
Agreement.


 


	 	Very
    truly yours,
	 	 
	 	PAULSON
    INVESTMENT COMPANY, LLC
	 	 	                                               
	 	By:
    	/s/
Marta Wypych
	 	Name:	Marta
    Wypych
	 	Title:	Head
    of Investment Banking
	 	 	 
	 	Address
    for notice:
	 	Paulson
    Investment Company, LLC 

    40 Wall Street, 39th Floor 

    New York, NY 10005 

    Attn: Marta Wypych 

    Email: mwypych@paulsoninvestment.com


 


[Signature
Page to Placement Agency Agreement]


 




    	 



    	 



    

 


Accepted
and Agreed to as of


the
date first written above:


 


	INVO
    BIOSCIENCE, INC.	 
	 	                                       	 
	By:	/s/
    Steven Shum	 
	Name:	Steven
    Shum	 
	Title:	CEO	 
	 	 	 
	Address
    for notice:	 
	INVO Bioscience, Inc. 

5582 Broadcast Court 

Sarasota, FL 34240

Attention: Steven Shum, 

CEO steveshum@invobioscience.com	 


 


[Signature
Page to Placement Agency Agreement]