Red Chip Securities, Inc. Agreement

RedChip Securities, Inc. (“RedChip”) a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member in good standing of the Financial Industry Regulatory Authority, Inc., would be pleased to serve as investment banker and placement agent for INVO Bioscience, Inc.,(the “Company”), in connection with the current growth plans of the Company and the funding thereof. The initial terms of the engagement shall be for 120 days on a non-exclusive basis from the date of this agreement. The engagement may be extended at the sole discretion of the Company.

In connection with the services to be provided, as outlined above, the Company shall pay to RedChip fees in the following manner: However all fees and commissions are subject to the rights granted within the termination clause.

Except as otherwise specifically agreed, all notices and other communications made under this agreement shall be in writing and when delivered in person by certified mail-return receipt requested, by recognized commercial carrier or by facsimile transmission, shall be deemed given on the same day if delivered on a business day during normal business hours, or on the first business day following delivery in person or by facsimile outside normal business hours, or on the date indicated on the return receipt requested. All notices sent shall be sent to the representatives of the party to be notified at the addresses indicated respectively below, or at such other addresses as the parties to be notified may from time to time by like notice hereafter specify:

The Company and RedChip each agree, to the extent allowed under governing law, to indemnify and hold the other party harmless from any claim, demand, suit, loss, or liability which the indemnified party may sustain as a result of the indemnifying party’s breach of its duties to the indemnifying party’s errors or omissions and from the reasonable expenses of the indemnified party, including attorney’s fees, incurred in connection with such claims and damages (collectively “Damages”). As a condition precedent to asserting a right of indemnity, the party seeking indemnification shall have given the indemnifying party timely written notice of the assertion of the claim to which the right of indemnification is claimed to exist.

 

 

All communication and information provided by the Company to RedChip, whether written or oral, with respect to operations and profitability is true and accurate. RedChip may rely on the accuracy thereof.

 

The financial statements of the Company as presented to RedChip together with the related schedules and notes present fairly the financial position of the Company and the results of its operations and the changes in its financial position at the respective dates and for the respective periods for which they apply; such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, throughout the periods indicated except as otherwise stated therein.

 

The Company is not in default, in the performance of any obligation, agreement or condition contained in any debenture, note, loan agreement or other evidence of indebtedness of the Company.  Except with respect to such defaults which have been waived in writing or for which consents have been obtained in writing, the execution and delivery of this agreement and the consummation of the transactions herein contemplated, will not conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the certificate of incorporation, as amended, or bylaws of the Company, any note, indenture, mortgage, deed of trust, or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality, agency or body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the Company or its property.

 

The Company is duly incorporated and validly existing, is in good standing as a corporation under the laws of Nevada with full corporate power and the authority to own its property and conduct its business, present and proposed, and the Company has full corporate power and authority to enter into this agreement. The Company is duly qualified and in good standing as a domestic corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualification, except where the failure to so qualify or to be in good standing would not result in a material adverse effect on the Company.

 

 

In connection with the engagement, RedChip shall have access to confidential materials of the Company.  RedChip, its shareholders, employees and agents shall keep all such information strictly confidential in whatever form so received, and shall execute a confidentiality agreement if so requested by the Company, and RedChip agrees that the Company shall be entitled to equitable and injunctive relief including damages in the event RedChip breaches any of its confidentiality obligations to the Company.

This agreement sets forth the entire understanding of the parties relating to the subject matter hereof and supersedes and cancels any prior communications, understanding and agreements.  This agreement cannot be modified or changed, nor can any of its provisions be waived, except by written agreement executed by both parties hereto.

If any term, provision, covenant or restriction contained in the agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restriction contained in the agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.