Closing AgreementAsset Purchase Agreement

Exhibit 10.1

Closing Agreement

This Closing Agreement (this “Agreement”) is effective as of July 7, 2023, and entered into by and among Wood Violet Fertility LLC, a Delaware limited liability company (the “Buyer”) and Wisconsin Fertility and Reproductive Surgery Associates, S.C., a Wisconsin professional service corporation d/b/a Wisconsin Fertility Institute (the “Company”), The Elizabeth Pritts Revocable Living Trust (the “Seller”), and Dr. Elizabeth Pritts, an individual and sole trustee of Seller (“Dr. Pritts”, and together with the Seller, the “Seller Parties”).

W I T N E S S E T H:

WHEREAS, the Parties entered into an Asset Purchase Agreement dated March 16, 2023 (the “Asset Purchase Agreement”);

WHEREAS, the defined terms in this Agreement are, unless otherwise specified herein, as they are defined in the Asset Purchase Agreement; and

WHEREAS, the parties desire to complete the Closing on or before July 31, 2023.

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the parties, intending to be legally bound, hereby agree as follows:

The Parties acknowledge and agree that any INVO Parent Stock received as an Additional Payment on any Additional Payment Date shall be adjusted for any stock splits and combinations effectuated in INVO Parent Stock on or after the date hereof as follows: if INVO Parent at any time on or after the date hereof (A) subdivides (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of INVO Parent Stock into a greater number of shares, the amount of shares of INVO Parent Stock to be received as an Additional Payment on any Additional Payment Date will be proportionately increased and (B) combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of INVO Parent Stock into a smaller number of shares, the amount of shares of INVO Parent Stock to be received as an Additional Payment on any Additional Payment Date will be proportionately decreased. By way of example, if after the date hereof, INVO shall effectuate a 1-for-10 reverse stock split of the INVO Parent Stock whereby each ten (10) shares of INVO Parent Stock are converted into one (1) share of INVO Parent Stock, then the amount of shares of INVO Parent Stock issuable on any Additional Payment Date shall be proportionately reduced to reflect such 1-for-10 reverse stock split and accordingly the shares of INVO Parent Stock issuable on the first Additional Payment Date, the second Additional Payment Date and the third Additional Payment Date would be Eight Thousand (8,000) shares, Five Thousand Five Hundred (5,500) shares and Three Thousand Five Hundred (3,500) shares, respectively. This provision shall be applicable for the duration of the Term of the Asset Purchase Agreement.

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