JOINDER AGREEMENTJoinder Agreement • October 15th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus
THIS JOINDER AGREEMENT (this “Joinder Agreement”) to that certain Securities Purchase Agreement (the “Purchase Agreement”) dated as of January 3, 2024, between NAYA Biosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) is made and entered into as of October 11, 2024, by and among the Company, the Purchasers and INVO Bioscience, Inc., a Nevada corporation (“INVO”).
SENIOR SECURED CONVERTIBLE DEBENTURE DUE December 11, 2025INVO Bioscience, Inc. • October 15th, 2024 • Surgical & medical instruments & apparatus • New York
THIS SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Senior Secured Convertible Debentures of INVO Bioscience, Inc., a Nevada corporation (the “Company”), having its principal place of business at 5582 Broadcast Court, Sarasota, FL 34240, designated as its Senior Secured Convertible Debenture due December 11, 2025 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 15th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus
THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is made as of October 11, 2024 (the “Effective Date”), by and between NAYA Biosciences, Inc., a Delaware corporation (“Assignor”), and INVO Bioscience, Inc., a Nevada corporation (“Assignee”).
SECOND AMENDMENT TO REVENUE LOAN AND SECURITY AGREEMENTRevenue Loan and Security Agreement • October 15th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus
This second amendment (this “Second Amendment”) to that certain Revenue Loan and Security Agreement dated September 29, 2023, as amended September 24, 2024 (the “Agreement”), by and among Steven Shum (“Key Person”), INVO Bioscience Inc., a Nevada corporation (the “Company”), the Guarantors identified on the signature page hereto (the “Guarantors”), and Decathlon Alpha V, L.P., a Delaware limited partnership (“Lender”), is effective as of October 11, 2024 (the “Second Amendment Date”). Unless otherwise defined herein, all capitalized terms have the meanings given to them in the Agreement.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER By and Among INVO BIOSCIENCE, INC. INVO MERGER SUB INC. And NAYA BIOSCIENCES, INC. Dated as of October 11, 2024Agreement and Plan of Merger • October 15th, 2024 • INVO Bioscience, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), is entered into as of October 11, 2024, by and among NAYA Biosciences, Inc., a Delaware corporation (the “Company”), INVO Bioscience, Inc., a Nevada corporation (the “Parent”), and INVO Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in ARTICLE I hereof.
