Exhibit
10.1


 


INVO
BIOSCIENCE, INC.


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (“Agreement”) is made as of September 30, 2021, but is only effective as of the
date of acceptance of the “Purchaser Signature Page” by and between INVO Bioscience, Inc., a Delaware corporation
(the “Company”) and Paradigm Opportunities Fund, LP (the “Purchaser”).


 


R
E C I T A L S


 


A. The
Company desires to obtain funds from the Purchaser in order to provide working capital, to and further the operations of the Company.


 


B. In
order to obtain such funds, the Company is offering 600,703 shares (the “Shares”) of the Company’s common stock,
$0.0001 par value per share (the “Common Stock”) on the terms and conditions set forth herein.


 


AGREEMENT


 


It
is agreed as follows:


 


1.
CONSIDERATION. In reliance upon the representations and warranties of the Company and the Purchaser
contained herein and subject to the terms and conditions set forth herein, the parties agree as follows: In reliance upon the representations
and warranties of the Company and the Purchaser contained herein and subject to the terms and conditions set forth herein, at Closing,
the Purchaser shall purchase, and the Company shall sell and issue to the Purchaser the Shares for a purchase price of $3.329 per share,
or $1,999,740.29 (the “Purchase Price”).


 


2. CLOSING.


 


2.1 Date
and Time. The closing of the sale of the Shares contemplated by this Agreement (the “Closing”) shall take place
at the offices of the Company on November 30, 2021 unless an earlier date is mutually agreed to by the Company and Purchaser.


 


2.2 Deliveries
by Purchaser. Purchaser shall deliver the following on or before the Closing:


 


2.2.1 a
completed and executed Purchaser Signature Page


 


2.2.2 a
check or wire transfer to the account specified by the Company in the amount of the Purchase Price.


 


2.3 Deliveries
by Company. The Company shall deliver the following at Closing:


 




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2.3.1 a
completed and executed copy of this Agreement


 


2.3.2 the
certificates representing the Shares purchased by Purchaser, with each such Share being in definitive form and registered in the name
of the Purchaser, as set forth on the Purchaser Signature Page, against delivery to the Company by the Purchaser of the items set forth
in paragraph 2.2 above.


 


3. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


As
a material inducement to the Purchaser to enter into this Agreement and to purchase the Shares, the Company represents and warrants that
the following statements are true and correct in all material respects as of the date hereof and will be true and correct in all material
respects at Closing, except as expressly qualified or modified herein.


 


3.1 Organization
and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State
of Nevada and has full corporate power and authority to enter into and perform its obligations under this Agreement, and to own its properties
and to carry on its business as presently conducted and as proposed to be conducted.


 


3.2 Validity
of Transactions. This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated
by this Agreement, including this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and
legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles
of equity.


 


3.3 Valid
Issuance of Shares The Shares have been duly and validly authorized. and, upon issuance will be, validly issued, fully paid, and
nonassessable. The Shares, upon issuance, are, or will be, free and clear of any security interests, liens, claims, restrictions, adverse
claims, or other encumbrances, other than restrictions upon transfer under federal and state securities laws.


 


3.4 No
Violation. The execution, delivery and performance of this Agreement has been duly authorized by the Company’s Board of Directors
and will not violate any law or any order of any court or government agency applicable to the Company, as the case may be, or the Articles
of Incorporation or Bylaws of the Company.


 


3.5 SEC
Reports and Financial Statements.


 


3.5.1 The
Company has delivered or made available to each Purchaser accurate and complete copies (excluding copies of exhibits) of each report,
registration statement, and definitive proxy statement filed by the Company with the United States Securities and Exchange Commission
(“SEC”) since January 1, 2020 (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 complied in
all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”),
or the Securities Exchange Act of 1934, as amended (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.


 




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3.5.2 The
consolidated financial statements contained in the SEC Reports: (i) complied as to form in all material respects with the published rules
and regulations of the SEC applicable thereto; (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the
periods 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 that 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 Company and its consolidated subsidiaries as of the respective dates thereof
and the consolidated results of operations of the Company and its consolidated subsidiaries for the periods covered thereby. All adjustments
considered necessary for a fair presentation of the financial statements have been included.


 


3.6 Securities
Law Compliance. Assuming the accuracy of the representations and warranties of Purchaser set forth in Section 4 of this Agreement,
the offer, issue, sale and delivery of the Shares will constitute an exempted transaction under the 1933 Act, and registration of the
Shares under the 1933 Act is not required. The Company shall make such filings as may be necessary to comply with the Federal securities
laws, which filings will be made in a timely manner.


 


4. REPRESENTATIONS
AND WARRANTIES OF PURCHASER.


 


Purchaser
hereby represents, warrants, and covenants with the Company as follows:


 


4.1 Legal
Power. Purchaser has the requisite individual, corporate, partnership, limited liability company, trust, or fiduciary power, as appropriate,
and is authorized, if such Purchaser is a corporation, partnership, limited liability company, or trust, to enter into this Agreement,
to purchase the Shares hereunder, and to carry out and perform its obligations under the terms of this Agreement.


 


4.2 Due
Execution. This Agreement has been duly authorized, if such Purchaser is a corporation, partnership, limited liability company, trust
or fiduciary, executed and delivered by such Purchaser, and, upon due execution and delivery by the Company, this Agreement will be a
valid and binding agreement of Purchaser.


 


4.3 Access
to Information. Purchaser represents that such Purchaser has been given full and complete access to the Company for the purpose of
obtaining such information as such Purchaser or its qualified representative has reasonably requested in connection with the decision
to purchase the Shares. Purchaser represents that it has received and reviewed copies of the SEC Reports. Purchaser represents that it
has been afforded the opportunity to ask questions of the officers of the Company regarding its business prospects and the Shares, all
as Purchaser or Purchaser’s qualified representative have found necessary to make an informed investment decision to purchase the
Shares.


 




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4.4 No
Material Non-Public Information. Purchaser represents and warrants that he is not aware of any material, non-public information about
the Company.


 


4.5 Restricted
Securities.


 


4.5.1 Purchaser
has been advised that the Shares have not been registered under the 1933 Act or any other applicable securities laws and that Shares
are being offered and sold pursuant to Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D thereunder, and that the Company’s
reliance upon Section 4(2) and/or Rule 506 of Regulation D is predicated in part on Purchaser representations as contained herein. Purchaser
acknowledges that the Shares will be issued as “restricted securities” as defined by Rule 144 promulgated under the 1933
Act (“Rule 144”). The Shares may not be resold in the absence of an effective registration thereof under the 1933 Act and
applicable state securities laws unless, in the opinion of the Company’s counsel, an applicable exemption from registration is
available.


 


4.5.2 Purchaser
represents that it is acquiring the Shares for Purchaser’s own account, and not as nominee or agent, for investment purposes only
and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the 1933 Act, in a manner
which would require registration under the 1933 Act or any state securities laws.


 


4.5.3 Purchaser
understands and acknowledges that the Shares, when issued, may bear the following legend:


 


THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.


 


4.5.4 Purchaser
acknowledges that an investment in the Shares is not liquid and the Shares are transferable only under limited conditions. Purchaser
acknowledges that such securities must be held indefinitely unless they are subsequently registered under the 1933 Act or an exemption
from such registration is available. Purchaser is aware of the provisions of Rule 144, which permits limited resale of restricted securities
subject to the satisfaction of certain conditions and that such Rule is not now available and, in the future, may not become available
for resale of the Shares.


 




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4.5.5 Purchaser
is an “accredited investor” as defined under Rule 501 under the 1933 Act. The representations made by Purchaser on the Purchaser
Signature Page are true and correct.


 


4.6 Purchaser
Sophistication and Ability to Bear Risk of Loss. Purchaser acknowledges that it is able to protect its interests in connection with
the acquisition of the Shares and can bear the economic risk of investment in such securities without producing a material adverse change
in such Purchaser’s financial condition. Purchaser, either alone or with such Purchaser’s representative(s), otherwise has
such knowledge and experience in financial or business matters that such Purchaser is capable of evaluating the merits and risks of the
investment in the Shares.


 


4.7 Preexisting
Relationship. Purchaser has a preexisting personal or business relationship with the Company, one or more of its officers, directors,
or controlling persons.


 


4.8 Purchases
by Groups. Purchaser represents, warrants and covenants that it is not acquiring the Shares as part of a group within the meaning
of Section 13(d)(3) of the 1934 Act.


 


5. COVENANTS
OF THE COMPANY.


 


5.1 Public
Filings; Rule 144. With a view to making available to the Purchaser the benefits of Rule 144 and any other rule or regulation of
the SEC that may at any time permit the Purchaser to sell the Shares to the public without registration, the Company will take all further
action as Purchaser may reasonably request, all to the extent required from time to time to enable Purchaser to sell the Shares of 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 Company shall do all of the following:


 


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


 


5.2.2 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
Investor to utilize Rule 144;


 


5.2.3 file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act, the 1934 Act, and the rules
and regulations adopted by the SEC thereunder; and


 


5.2.4 furnish
to the Purchaser forthwith upon written request:


 


(1) a
written statement by the Company 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);


 




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


 


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


 


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


 


6. MISCELLANEOUS.


 


6.1 Indemnification.
Purchaser agrees to defend, indemnify and hold the Company harmless against any liability, costs or expenses arising as a result of any
dissemination of the Shares by such Purchaser in violation of the 1933 Act or applicable state securities law.


 


6.2 Lock-Up.
For a period of twelve months following the Closing (“Lock-up Period”), Purchaser shall not, without the prior written
consent of the Company directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option
or other contract for the purchase of, purchase any option or other contract for the sale of, enter into any swap, hedging or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of, or otherwise dispose of or transfer,
or agree to engage in any of the foregoing transactions with respect to, any Shares.


 


6.3 Break-Up
Fee. If either party fails to perform its obligations at the Closing, then the breaching party shall be required to pay the non-breaching
party a non-refundable fee in an amount equal to $250,000 (the “Break-Up Fee”), which fee must be paid within 5 days
of the scheduled Closing. Any fees and expenses incurred by the non-breaching party in collecting the Break-Up fee shall be paid by the
breaching party. For the avoidance of doubt, a party shall be deemed a “breaching party” for purposes of this Section if
prior to the Closing, such party indicates to the other party that it is unwilling to close on the sale of Share contemplated hereunder.


 


6.4 Governing
Law. This Agreement shall be governed by and construed under the laws of the State of Nevada.


 


6.5 Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors, and administrators of the parties hereto.


 


6.6 Entire
Agreement. This Agreement and the other documents delivered pursuant hereto and thereto, constitute the full and entire understanding
and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner
by any representations, warranties, covenants, or agreements except as specifically set forth herein or therein. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and assigns,
any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.


 




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6.7 Severability.
In case any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable, be modified
so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


6.8 Amendment
and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended, and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified
period of time or indefinitely), with the written consent of the Company and the Purchasers, or, to the extent such amendment affects
only one Purchaser, by the Company and such Purchaser. Any amendment or waiver effected in accordance with this Section shall be binding
upon each future holder of any security purchased under this Agreement (including securities into which such securities have been converted)
and the Company.


 


6.9 Notices.
All notices and other communications required or permitted hereunder or the Shares shall be in writing and shall be effective when delivered
personally, or sent by telex or telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested)
in each case to the appropriate address set forth below:


 


	 	If to the Company:	INVO Bioscience, Inc.




5582
Broadcast Court


Sarasota,
FL 34240


Attention:
President


 


	 	If to the Purchaser:	At the address set forth on the Purchaser’s Signature
Page




 


6.10 Faxes
and Counterparts. This Agreement may be executed in one or more counterparts. Delivery of an executed counterpart of the Agreement
or any exhibit attached hereto by facsimile transmission shall be equally as effective as delivery of an executed hard copy of the same.
Any party delivering an executed counterpart of this Agreement or any exhibit attached hereto by facsimile transmission shall also deliver
an executed hard copy of the same, but the failure by such party to deliver such executed hard copy shall not affect the validity, enforceability
or binding nature effect of this Agreement or such exhibit.


 


6.11 Titles
and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth on the Purchase Signature Page hereto.


 


	 	PURCHASER
	 	 	 
	 	(By Counterpart Form - SP Pages)
	 	 	 
	 	COMPANY
	 	 	 
	 	INVO BIOSCIENCE, INC.
	 	 	 
	 	By:	/s/
                                            Steven Shum

	 	 	Steven
    Shum
	 	 	Chief
    Executive Officer


 




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PURCHASER
SIGNATURE PAGE


 


The
undersigned Purchaser has read Stock Purchase Agreement dated as of September 30, 2021 and acknowledges that execution of this
Purchaser Signature Page shall constitute the undersigned’s execution of such agreement.


 


I
hereby subscribe for an aggregate of 600,703 Shares and hereby deliver good funds with respect to this subscription for the Shares.


 


I
am a resident of Stamford, CT





 


Paradigm Opportunities Fund,
LP


Please
print above the exact name(s) in which the Shares are to be held


 


My
address is:


 






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Executed
this 30th day of September 2021 at 4pm.


 


SIGNATURES


 


INDIVIDUAL


 


 





	
	 	Name

    

	 	 	 
	 	 	 
	Signature (Individual)	 	Street
    address
	 	 	 
	 	 	Address
    to Which Correspondence Should be Directed


 


 


	

    Signature
    (All record holders should sign)
	 	

    City,
    State and Zip Code



 


	 	 	 
	

    Name(s)
    Typed or Printed
	 	

    Tax
Identification or Social Security Number

     


    (         ) 

    

	 	 	Telephone
    Number


 


 


	

    Name(s)
    Typed or Printed (All recorded holders should sign)

    
	 	 


 










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CORPORATION,
PARTNERSHIP, TRUST ENTITY OR OTHER


 





	
	 	Address
    to Which Correspondence Should be Directed:
	

    Name
    of Entity

    
	 	


 


	Paradigm Opportunities
                                            Fund, LP
	 	96 Moseman
                                            Ave

	

    Type
    of Entity (i.e., corporation, partnership, etc.)
	 	

    Street
    Address



 


	

    By:
    

    
	/s/ Corey Deutsch
	 	

    

    861394668

		*Signature	 	Tax
    Identification or Social Security Number


 


	Delaware
	 	Katonah
                                            NY 10536

	

    Jurisdiction
    of Formation of Entity
	 	

    City,
    State and Zip Code



Corey Deutsch


	

    Name
    Typed or Printed
	 	 


 


	Its: 
                                            

    
	CEO
	 	

     

		Title	 	Telephone
    Number; Fax Number


 


*If
Shares are being subscribed for by an entity, the Certificate of Signatory must also be completed.


 




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CERTIFICATE
OF SIGNATORY


 


To
be completed if the Shares are being subscribed for by an entity.


 


I,
Corey Deutsch, am the Secretary of Paradigm Opportunities Fund, LP (the “Entity”).


 


I
certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Stock Purchase Agreement and
to purchase and hold the Shares. The Stock Purchase Agreement has been duly and validly executed on behalf of the Entity and constitutes
a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have hereto set my hand this 30th day of September, 2021.


 


	 	/s/ Corey
                                            Deutsch

	 	

    Signature






 




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	ACCEPTANCE
	 	 	 
	AGREED AND ACCEPTED:
	 	 	 
	INVO BIOSCIENCE, INC.	 
	 	 	 
	By: 	/s/
    Steve Shum	 
	 	Steven
    Shum	 
	 	Chief
    Executive Officer	 



 


	Date: October
    1, 2021	 


 




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