September 24, 2009 INVO Bioscience, Inc. Suite 421E Beverly, MA 01915 Attention: Ms. Kathleen T. Karloff,
Exhibit 99.3
September
24, 2009
000
Xxxxxxxx Xxxxxx
Xxxxx
000X
Xxxxxxx,
XX 00000
Attention: Xx. Xxxxxxxx X.
Xxxxxxx,
Chief
Executive Officer
Dear Xx.
Xxxxxxx,
The
purpose of this agreement (the “Agreement”) is to set forth the terms and
conditions pursuant to which Gilford Securities, Inc. (“Gilford”) shall act as
non-exclusive placement agent for INVO Bioscience, Inc (the “Company”) in
connection with a proposed Reserve Equity Financing of securities
(the “Securities”) by AGS Capital Group, LLC (“AGS”). The gross proceeds from
the proposed offering are to be up to $10,000,000. The terms of such Reserve
Equity Financing and the Securities to be issued shall be mutually agreed upon
by the Company and the investor(s) and set forth in definitive documentation
based on the terms set forth in a Confidential Reserve Equity Financing Term
Sheet to be executed by the parties.
The
parties hereto hereby agree that the Company shall pay to Gilford the cash fees
and compensation set forth below, if there is any Closing (defined as an
investment of cash in return for the issuance of Securities of the Company from
time to time) for any financing under the proposed Reserve Equity Financing (a
“Financing”) within twenty-four (24) months of the date of this Agreement with
any investor(s) to whom the Company was introduced by Gilford. The
parties also agree that any closing and funding of the Financing within the
terms of this agreement shall result in an extension of this agreement for
a new twenty-four (24) month period from the date of the last funding from
AGS.
Terms
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1.
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Gilford
shall act as non-exclusive placement agent for the Company in connection
with the offer and sale of the Securities on a best efforts basis for a
period of 60 days. Gilford shall receive a cash commission equaling six
percent (6%) of the total proceeds received by the Company from the sale
of Securities sold to AGS. All amounts payable hereunder shall
be paid to Gilford out of an escrow account at each funding or by such
other means acceptable to Gilford.
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2.
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Upon
execution of the definitive documents, the Company shall issue and sell to
Gilford and/or its designees, for a total cost of one dollar ($1.00), six
hundred thousand (600,000) Common Shares of the Company. In the
event the Company elects to have a Closing on more than six million
dollars ($6,000,000), then the Company shall issue and sell to Gilford
and/or its designees, for a total cost of one dollar ($1), an additional
four hundred thousand (400,000) Common Shares of the
Company.
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3.
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The
Company will pay all reasonable expenses, not to exceed $10,000, incurred
by Gilford in connection with the negotiation, preparation and execution
of the definitive documents, including but not limited to attorneys’ fees
and consulting expenses in two installments. The first
installment of $5,000 will be due upon execution of the definitive
documents and the balance upon the first funding based on actual
expenses.
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4.
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It
is understood that Gilford may enter into other agreements with
brokers-dealers who shall act as sub-placement agents and/or dealers in
connection with the proposed offering contemplated herein, but the Company
shall have no liability to such persons for fees and expenses incurred in
connection with their participation in such
offering.
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5.
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The
Company represents and acknowledges that there are no claims for services
in the nature of a finder’s fee nor are there any royalties, commissions
or other payments due to any other person or entity with respect to the
proposed Financing, sold by Gilford, contemplated hereby except as herein
set forth. Gilford shall compensate any of our personnel, who
may have acted in such capacities, as we shall
determine.
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6.
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Gilford
represents that it is a registered broker-dealer in good standing and will
not take any action that will result in the securities being offered or
sold in a manner that does not comply with applicable law, including,
without limitation, the provisions of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission, any
trading market or FINRA.
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7.
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This
Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts of law principles.
Any dispute arising out of this agreement shall be adjudicated in the
courts in the State of New York or in the federal court sitting in the
Southern District of New York, and each of the parties hereto agrees that
service of process upon it by registered or certified mail at its address
set forth herein shall be deemed adequate and
lawful.
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8.
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The
Company and Gilford hereby agree to the terms and conditions of the
Indemnification Agreement attached hereto as Appendix A with the same
force and effect as if such terms and conditions were set forth at length
herein.
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9.
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This
Agreement constitutes the entire understanding and agreement between the
parties hereto with respect to its subject matter and there are no
agreements or understanding with respect to the subject matter hereof
which are not contained in this Agreement. This Agreement may be modified
only in writing signed by the party to be charged
hereunder.
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If the
foregoing correctly sets forth our agreement, please confirm this by signing and
returning to us the duplicate copy of this letter.
Very
truly yours,
GILFORD
SECURITIES INCORPORATED
as
Agent
By: /s/ Xxxxxx X.
Xxxxx
Xxxxxx
X. Xxxxx
President
ACCEPTED
AND AGREED TO THIS
24th day
of September 2009
By: /s/ Xxxxxxxx Xxxxxxx
Xx.
Xxxxxxxx X. Xxxxxxx
Chief
Executive Officer
