WARRANT TO PURCHASE SHARES OF COMMON STOCK OF INVO BIOSCIENCE, INC.
Exhibit
10.3
WARRANT
NO. HM:1
NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN
REGISTEREDWITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
WARRANT
TO PURCHASE SHARES OF COMMON STOCK OF
This is to Certify that, for value
received, __________(the “Holder”),
is entitled to purchase, subject to the provisions of this Warrant, from INVO
Bioscience, Inc., a Nevada corporation (the “Company”),
at any time on or after date hereof (the “Original
Issuance Date”), and not later than 5:00 p.m. Eastern Standard Time,
_______________, 2014 (the “Expiration
Date”), _________shares of common stock, $.0001 par value per share, of
the Company (the “Common
Stock”) at an initial purchase price per share (the “Exercise
Price”) equal to $.20 (Twenty Cents), subject
to adjustment as provided elsewhere herein. The shares of the
Company's Common Stock issuable upon the exercise of this Warrant are called
herein the “Warrant
Shares.” The Holder hereof may exercise this Warrant as to all or any
portion of the Warrant Shares which such Holder shall have the right to acquire
hereunder.
This
Warrant is one of a series (collectively the “Warrants”)
issued in connection with the Company’s private placement offering (the “Offering”)
of its units (the “Units”),
each Unit consisting of a (i) 12% Senior Secured Convertible Promissory Note
(the “Notes”)
and (ii) a Warrant. The terms and conditions of the Offering are
described in greater detail in the Purchase Agreement, dated July __,
2009, as amended or supplemented from time to time (the “Purchase
Agreement”). All capitalized terms used without definition in
this Warrant, except where expressly otherwise indicate, shall have the meanings
ascribed to such terms in the Purchase Agreement.
(a) Exercise of Warrant.
This Warrant may be exercised by presentation and surrender hereof to the
Company with the Form of Payment Exercise attached hereto as Annex
A. The Warrant shall be deemed to have been exercised when (i)
the Company has received this Warrant, together with a completed Exercise
Notice, and (ii) the Company has received payment in the amount of the
applicable Exercise Price in accordance with this Section (a), notwithstanding
that certificates representing such Warrant Shares shall not then be actually
delivered to the Holder. If the stock transfer books of the Company shall be
closed on the date of receipt of this Warrant, the Exercise Notice and the
Exercise Price as aforesaid, the Holder shall be deemed to be the holder of such
shares of Common Stock on the next succeeding day on which the stock transfer
books of the Company shall be opened. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Warrant Shares purchasable hereunder. In
the event this Warrant shall not be exercised on or before five (5) years after
the date of issue, this Warrant shall become void and all rights hereunder shall
cease. Each date of exercise of this Warrant shall be referred to as
an “Exercise
Date.” Notwithstanding anything to the contrary provided
herein or elsewhere upon exercise of this Warrant, the Company shall issue
certificates representing the Warrant Shares no later than ten (10) Business
Days (as defined in the Purchase Agreement) following exercise (three (3)
business days if the Company is either subject to the reporting requirements of
the Federal Securities Laws or the Common Stock is quoted or traded on any
trading medium).
(1) Method of
Payment. The Holder at its option may use any combination of
the payment methods set forth in the following paragraphs (A) and
(B):
(A) Payment
Exercise. Payment of the Exercise Price for the number of
Warrant Shares purchased shall be made in cash, by money order, certified or
bank cashier's check or wire transfer (in each case in lawful currency of the
United States of America).
(B) Conversion
Exercise. As an alternative to payment in the manner provided
in paragraph (1)(A) above, the Holder may, in lieu of payment of such Exercise
Price, elect not to receive all of such Warrant Shares but only to receive that
number of such Warrant Shares as shall be determined in accordance with the
following formula:
X = Y*(A-B)
A
Where:
X
= the
number of Warrant Shares to be issued to the Holder pursuant to this paragraph
(B);
Y
= the
number of Warrant Shares for which this Warrant is being exercised as of the
applicable Exercise Date;
A
= the
Fair Market Value as of the applicable Exercise Date of a share of the Stock
constituting such Warrant Shares; and
B
= the
Exercise Price in effect as of the applicable Exercise Date of a share of the
Stock constituting such Warrant Shares.
The
Holder may elect to exercise this Warrant as to the number of Warrant Shares
computed in the manner set forth in this paragraph (B) by surrendering this
Warrant to the Company at its principal office, together with (i) a properly
completed and duly executed notice of exercise using the Form of Conversion
Exercise attached hereto as Annex B, which notice
shall specify the number of Warrant Shares for which this Warrant is then being
exercised, the number of such Warrant Shares that the Holder is electing not to
receive and the aggregate Fair Market Value of such number of Warrant Shares
that the Holder is electing not to receive, (ii) if requested by the Company, a
duly executed instrument or certificate, in form and substance satisfactory to
the Company, pursuant to which the Holder makes such representations and
warranties to the Company and provides or confirms such information concerning
the Holder, as the Company may reasonably request (including, without
limitation, such representations and warranties and such information as may be
required in order to confirm compliance with applicable securities laws), and
(iii) if applicable, the payment of any transfer taxes required to be paid by
the Holder. Payment of such transfer taxes shall be made in cash, by money
order, certified or bank cashier's check or wire transfer (in each case in
lawful currency of the United States of America).
“Fair
Market Value” shall mean (i) the last reported sale price per share of
Common Stock on the Nasdaq National Market System or any national securities
exchange in which such Common Stock is quoted or listed, as the case may be, on
the date immediately preceding the Exercise Date or, if no such sale price is
reported on such date, such price on the next preceding business day in which
such price was reported, (ii) if the Common Stock is not quoted or listed on the
Nasdaq National Market, Nasdaq Small Cap Market or any national securities
exchange, then the closing bid price or last sale price, as the case may be, on
the NASD Bulletin Board, the Pink Sheets or any other trading or quotation
medium, (iii) if the Common Stock is not traded and/or quoted as provided in
subsection (ii) of this paragraph, the fair market value of a share of Common
Stock, as determined in good faith by mutual agreement of the Board of Directors
of the Company (the “Board”)
and Holders of the then issued and outstanding Warrants representing no less
than 75% of the Warrant Shares held (the “Required
Holders.
(2) Expenses of
Issuance. The Company shall issue the Warrant Shares upon
exercise of this Warrant without charge to Holder for any issuance tax or other
cost incurred by the Company in connection with such exercise and the related
issuance of the Warrant Shares. Each of the Warrant Shares shall,
upon payment of the Exercise Price therefor, be fully paid and nonassessable and
free from all liens, and charges and/or pre-emptive or similar rights with
respect to the issuance thereof.
(3) Withholding
Taxes. Holder shall satisfy any federal, state, local or
foreign withholding tax obligations arising from the exercise of the Warrant or
the subsequent disposition of the Shares.
(b) Reservation of Warrant
Shares. The Company agrees that at all times there shall be authorized
and reserved for issuance upon exercise of this Warrant such number of Warrant
Shares as shall be required for issuance or delivery upon exercise of this
Warrant.
(c) Fractional Shares.
This Warrant shall be exercisable in such manner as not to require the issuance
of fractional shares or scrip representing fractional shares. If, as a result of
adjustment in the Exercise Price or the number of Warrant Shares to be received
upon exercise of this Warrant fractional shares would be issuable, no such
fractional shares shall be issued. In lieu thereof the Company shall pay the
Holder an amount in cash equal to the Fair Market Value of one share of Common
Stock.
(d) Exchange or Assignment of
Warrant. Holder may sell, assign, transfer, pledge, hypothecate, encumber
or otherwise dispose of, voluntarily or involuntarily, directly or indirectly
(each, a “Transfer”)
this Warrant (or a portion thereof), to any person (each, a “Permitted
Transferee”); provided, however, that (x) any such Permitted Transferee
shall have agreed in writing to be bound by the terms of this Agreement with
respect to the Warrant Shares and (y) any transfer to a Permitted Transferee
shall not be in violation of applicable federal or state securities
laws. Any permitted assigned of the Warrant shall be completed with a
Form of Assignment attached hereto as Annex C.
(e) Rights of the Holder;
Limitation on Liability. The Holder shall not, prior to exercise of this
Warrant, by virtue hereof, be entitled to any rights of a shareholder in the
Company, either at law or equity, and the rights of the Holder are limited to
those expressed in the Warrant. No provision hereof, in absence of an
affirmative action by the Holder to purchase the Warrant Shares, and no
enumeration herein of rights or privileges by the Holder, shall give rise to any
liability of the Holder for the Exercise Price of the Warrant
Shares.
(f) Adjustment of Exercise
Rights. The Exercise Price or the number of Warrant Shares to be received
upon the exercise of this Warrant, or both shall be subject to adjustment from
time to time as follows:
(l) Dividends. In
case any additional shares of Common Stock or any obligation or stock
convertible into or exchangeable for shares of Common Stock (such convertible or
exchangeable obligations or stock being hereinafter called “Convertible
Securities”) shall be issued as a dividend on the outstanding shares of
any class of stock of the Company, the Exercise Price then in effect shall be
decreased proportionately and the number of Warrant Shares then exercisable
hereunder shall be increased proportionately. Anything herein to the contrary
notwithstanding, the Company shall not be required to make any adjustment in the
Exercise Price in the case of the issuance at any time or from time to time of
any Warrant Shares pursuant to any exercise of this Warrant.
(2) Effect of “Split-ups” and
“Split-down” and Certain Dividends. In case at any time or from time to
time the Company shall subdivide as a whole, by reclassification, by the
issuance of a stock dividend on the Common Stock payable in Common Stock, or
otherwise, the number of shares of Common Stock then outstanding into a greater
number of shares of Common Stock, with or without par value, the Exercise Price
then in effect shall be reduced proportionately, and the number of Warrant
Shares then exercisable hereunder shall be increased proportionately. In case at
any time or from time to time the Company shall consolidate as a whole, by
reclassification or otherwise, the number of shares of Common Stock then
outstanding into a lesser number of shares of Common Stock, with or without par
value, the Exercise Price then in effect shall be increased proportionately and
the number of Warrant Shares then exercisable hereunder shall be decreased
proportionately.
(3) Effect of Merger or
Consolidation. In case the Company shall enter into any consolidation
with or merger into any other corporation wherein the Company is not the
surviving corporation, or sell or convey its property as an entirety or
substantially as an entirety and in connection with such consolidation, merger,
sale or conveyance shares of stock or other securities shall be issuable or
deliverable in exchange for the Common Stock of the Company, the Holder of any
Warrant shall thereafter be entitled to purchase pursuant to such Warrant (in
lieu of the number of Warrant Shares which such Holder would have been entitled
to purchase immediately prior to such consolidation, merger, sale or conveyance)
the shares of stock or other securities to which such number of Warrant Shares
would have been entitled at the time of such consolidation, merger sale or
conveyance, at an aggregate Exercise Price equal to that which would have been
payable if such number of Warrant Shares had been purchased immediately prior
thereto. In case of any such consolidation, merger, sale or conveyance,
appropriate provision (as determined by resolution of the Board of Directors of
the Company with the approval of the Holder) shall be made with respect to the
rights and interests thereafter of the Holder of this Warrant, to the end that
all the provisions of this Warrant (including adjustment provisions) shall
thereafter be applicable, as nearly as reasonably practicable, in relation to
such stock or other securities.
(4) Reorganization and
Reclassification. In case of any capital reorganization or any
reclassification of the capital stock of the Company (except as provided in
Subsection (2) of this Section (f)); the Holder of this Warrant shall thereafter
be entitled to purchase pursuant to such Warrant (in lieu of the number of
Warrant Shares which such Holder would have been entitled to purchase
immediately prior to such reorganization or reclassification) the shares of
stock of any class or classes or other securities or property to which the
holder of such number of Warrant Shares would have been entitled at the time of
such reorganization or reclassification, at an aggregate Exercise Price equal to
that which would have been payable if such number of Warrant Shares had been
purchased immediately prior to such reorganization or reclassification,
appropriate provision (as determined by resolution of the Board of Directors of
the Company with the approval of the Holder) shall be made with respect to the
rights and interest thereafter of this Warrant (including adjustment provisions)
shall thereafter be applicable, as nearly as reasonably practicable, in relation
to such stock or other securities or property.
(5) Distributions. In
case the Company shall make any distribution of its assets to holders of its
Common Stock as a liquidation or partial liquidation dividend or by way of
return of capital, or other than as a dividend payable out of earnings or any
surplus legally available for dividends under the laws of the State of New York,
then the Holder of this Warrant who thereafter exercises the same as herein
provided after the date of record for the determination of those holders of
Common Stock entitled to such distribution of assets, shall be entitled to
receive, in exchange for the Exercise Price paid hereunder, in addition to the
Warrant Shares so purchased, the amount of such assets (or at the option of the
Company, a sum equal to the value thereof at the time of such distribution to
holders of Common Stock, as such value is determined by the Board of Directors
of the Company in good faith), which would have been payable to such Holder had
he been the holder of record of such Warrant Shares on the record date for the
determination of those entitled to such distribution.
(6) Dissolution or
Liquidation. In case the Company shall liquidate or wind up its affairs,
the Holder of this Warrant shall be entitled, upon the exercise thereof, to
receive, in lieu of the Warrant Shares which it would have been entitled to
receive, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such Warrant Shares had it been the holder of record of such
Warrant Shares on the record date for the determination of those entitled to
receive any such liquidating distribution; provided, however, that all rights
under this Warrant shall terminate on a date fixed by the Company, such date to
be not earlier than the date of commencement of proceedings for dissolution,
liquidation or winding up and not later than thirty (30) days after such
commencement date, unless the Holder shall have, prior to such termination date,
exercised this Warrant. Notice of such termination of rights under this Warrant
shall be given to the last registered Holder hereof, as the same shall appear on
the books of the Company, by mail at least thirty (30) days prior to such
termination date. In the event of such notice, the Holder may exercise this
Warrant prior to the fifth anniversary hereof.
(g) Limitations on Transfer of
Warrant Shares. The Warrant Shares issuable pursuant hereto
have not been registered under the Act. Accordingly, by acceptance hereof the
Holder agrees that:
(l) It will
acquire the Warrant Shares issuable pursuant hereto to be held as an investment
and that it will not attempt to sell, distribute or dispose of the same except
pursuant to this agreement and:
(A)
pursuant to a registration statement filed and rendered effective under the Act;
or
(B)
pursuant to a specific exemption from registration under the Act.
(2) There
shall appear on the certificate or certificates evidencing any Warrant Shares
issued pursuant hereto a legend as follows:
“THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.”
(h) Notices. All notices,
payments, requests and demands and other communications required or permitted
under this Warrant shall be deemed to have been duly given, delivered and made
if in writing and if served either by personal delivery to the party for whom it
is intended or by being deposited, postage prepaid, certified or registered mail
return receipt requested to the address shown below or such other address as may
be designated in writing hereafter by such party:
|
|
If to the
Company:
|
| INVO Bioscience, Inc. | |
|
|
▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
|
|
|
Beverly,
MA 01915
|
| Attention: Chief Financial Officer |
|
|
With a copy to (which
shall not constitute
notice):
|
| ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq. | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ PA | |
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ Floor | |
| Rockville, MD 20852 | |
| Fax: ▇▇▇-▇▇▇-▇▇▇▇ |
If to the Holder, to
the address for such Holder as set forth on the corporate records of the
Company.
(i) Governing Law; Jurisdiction;
WAIVER OF JURY TRIAL.
(1) All
questions concerning the construction, validity, enforcement and interpretation
of this Note shall be governed by, construed and enforced solely and exclusively
in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of law thereof. Each party agrees that
all Proceedings (as defined in the Notes) shall be commenced exclusively in the
state and federal courts sitting in the County, City and State of New York, (the
“New York
Courts”). Each party hereto hereby irrevocably agrees and
submits to the exclusive jurisdiction of the New York Courts for any Proceeding,
and hereby irrevocably waives, and agrees not to assert in any Proceeding, any
claim that it is not personally subject to the jurisdiction of any New York
Court or that a New York Court is an inconvenient forum for such
Proceeding. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
to it under this Note 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. The prevailing party in a Proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.
(2) EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
(j) Further Assurances.
The parties agree to execute, acknowledge and deliver any and all such other
documents and to take any and all such of the action as may, in the reasonable
opinion of either of the parties hereto be necessary or convenient to
efficiently carry out any or all of the purposes of this Warrant.
(k) Severability. Each
and all provisions of this Warrant deemed to be prohibited by law or otherwise
held invalid shall be ineffective only to the extent of such prohibition or
invalidity and shall not invalidate or otherwise render ineffective any or all
of the remaining provisions of this Warrant.
(l) Parties in Interest.
Assignment. The Company may assign any and all of its rights under this
Agreement to its successors, and this Agreement shall inure to the benefit of,
and be binding on, the successors of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
the Holder and his heirs, executors, administrators, successors and
assigns.
(n) Entire
Agreement. This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and supercedes in its
entirety all prior undertakings and agreements of the Company and the Holder
with respect to the subject matter hereof, and may not be modified adversely to
the Holder interest except by means of a writing signed by the Company and the
Holder.
(o) Piggy-Back Registration
Rights.
(1) At
anytime and from time to time, if the Company proposes to file a registration
statement with the Securities and Exchange Commission (“SEC”)
with respect to any firmly underwritten offering of any securities of any class
of its equity securities for its own account or for the account of a holder(s)
of securities of the Company (a “Requesting
Stockholder”), the Company shall, each time it intends to file a
registration statement, give prompt written notice to the Holder of this Warrant
at least 20 days prior to the initial filing of the registration statement
relating to such offering (the “Registration
Statement”), and shall include for resale all of the Warrant Shares
issued or issuable upon exercise of this Warrant in such Registration
Statement. If, however, the underwriter for such offering (in either
case, the “managing
underwriter”) delivers a notice (a “Cutback
Notice”) in accordance with paragraph (2) below, then the Company shall
follow the procedures set forth in paragraph (2) below for reducing such Warrant
Shares in such Registration Statement. The managing underwriter may deliver one
or more Cutback Notices at any time prior to the execution of the underwriting
agreement for such underwritten offering.
(2)
If the proposed underwritten offering is an underwritten offering by the Company
on a primary basis (a “Primary
Registration”), the Warrant Shares may be excluded in the event and to
the extent recommended by the managing underwriter, pursuant to a Cutback Notice
stating that, in its opinion, the number of securities to be offered for the
account of the Company (“Company
Shares”), plus the Warrant Shares that the Holders have requested to be
sold therein, plus the securities (the “Other
Shares”)
that selling stockholders (other than the Holders) exercising similar piggy-back
registration rights with respect to such offering (“Other
Selling Stockholders”) propose to sell therein, exceeds the maximum
number of shares specified by the managing underwriter in such Cutback Notice
that may be distributed without having a material adverse effect on the price,
timing or distribution of the Company Shares. Such maximum number of shares that
may be so sold, excluding the Company Shares, are referred to as the “Includible
Shares.” If the managing underwriter delivers such Cutback Notice, the
Company shall be entitled to include all of the Company Shares in the
Underwritten Offering in priority to the inclusion of any “Other
Shares” or Warrant Shares and the Holders shall be entitled to include
the Warrant Shares in priority to any Other Shares. Each requesting Holder shall
then be entitled to include in such offering up to its pro rata portion of the
Includible Shares, based on the number of securities requested to be sold by the
Holders.
(3) Notwithstanding anything
to the contrary provided herein or elsewhere (i) if any Warrant Shares are not
included in a Registration Statement as provided in paragraph (1) above, then
the Company shall file and cause to be declared effective a new Registration
Statement covering the resale of such excluded Warrant Shares no later than six
(6) months following the effective date of the Registration Statement that the
Warrant Shares were excluded from, (ii) the Company shall pay all costs and
expenses of the preparation of all Registration Statements and (iii) the Company
shall provide the Holder with all materials and take all actions necessary
and/or required to allow such Holder to sell its Warrant Shares pursuant to a
Registration Statement (including, but not limited to causing each such
Registration Statement to remain effective until all Warrant Shares are
sold).
IN
WITNESS WHEREOF, the Company has caused this instrument to be signed as of the
July __, 2009.
By:
________________________
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
Its:
Chief Financial Officer
ANNEX A
FORM OF
PAYMENT EXERCISE
(To be
executed upon cash payment exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the attached Warrant
for, and to exercise thereunder, _______ shares of Common Stock, $.0001 par
value per share (“Common
Stock”), of INVO Bioscience, Inc., a Nevada corporation, and tenders
herewith payment of $__________, representing the aggregate purchase price for
such shares based on the price per share provided for in such
Warrant. Such payment is being made in accordance with Section (a) of
the attached Warrant.
Please issue a certificate or
certificates for such shares of Common Stock in the following name or names and
denominations and deliver such certificate or certificates to the person or
persons listed below at their respective addresses set forth below:
Dated:
(Name)
(Address)
If said number of shares of Common
Stock shall not be all the shares of Common Stock issuable upon exercise of the
attached Warrant, a new Warrant is to be issued in the name of the undersigned
for the balance remaining of such shares of Common Stock less any fraction of a
share of Common Stock paid in cash.
Dated:
NOTE: The
above signature should correspond exactly with the name on the face of the
attached Warrant or with the name of the assignee appearing in the assignment
form below.
ANNEX B
FORM OF
CONVERSION EXERCISE
(To be
executed upon conversion or net issue exercise of Warrant)
The undersigned hereby irrevocably
elects to exercise the right of purchase represented by the attached Warrant
for, and to exercise thereunder, _______ shares of Common Stock, par value
$0.0001 per share (the “Exercise
Shares”) of INVO Bioscience, Inc., a Nevada corporation (the “Company”). The
aggregate Exercise Price (as defined in the attached Warrant) to purchase all
such Exercise Shares is $__________. Pursuant to Section (a),
paragraph (B) of the attached Warrant, the undersigned hereby elects, in lieu of
paying in cash such aggregate Exercise Price, to surrender the right to receive
_______ of the Exercise Shares (the “Surrendered
Warrant Shares”). The aggregate Fair Market Value of the
Surrendered Warrant Shares is $____________. The net number of
Exercise Shares issuable by the Company (after giving effect to the surrender by
the undersigned of the Surrendered Warrant Shares) in connection with such
exercise shall be __________ shares (the “Net Issue
Exercise Shares”).
Please issue a certificate or
certificates for the Net Issue Exercise Shares in the following name or names
and denominations and deliver such certificate or certificates to the person or
persons listed below at their respective addresses set forth below:
(Name)
(Address)
If the sum of the Net Issue Exercise
Shares and the Surrendered Warrant Shares shall not be all the Warrant Shares
issuable upon exercise of the attached Warrant, a new Warrant is to be issued in
the name of the undersigned for the balance remaining of such Warrant Shares
(less any fraction of a Warrant Share paid in cash).
Dated:
NOTE: The
above signature should correspond exactly with the name on the face of the
attached Warrant or with the name of the assignee appearing in the assignment
form below.
ANNEX C
FORM OF
ASSIGNMENT
(To be
executed upon assignment of Warrant)
For value received,
_____________________________________ hereby sells, assigns and transfers unto
_________________ the attached Warrant [__% of the attached Warrant], together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ___________________________ attorney to transfer said
Warrant [said percentage of said Warrant] on the books of INVO Bioscience, Inc.,
a Nevada corporation, with full power of substitution in the
premises.
If not all of the attached Warrant is
to be so transferred, a new Warrant is to be issued in the name of the
undersigned for the balance of said Warrant.
Dated: ____________,
____
NOTE: The
above signature should correspond exactly with the name on the face of the
attached Warrant.