November
14, 2018


 


CannaPiece
Group Inc.


2240
Midland Ave., Unit 103


Toronto
Ontario M1P 4R8


Attn:
Ahmed “Ray” Rasouli, CEO


Via
email


 


RE:
Amend the 10-10-18 Letter of Intent Termination Date and the CAD$5,000,000 Subscription Agreement Purchase Dates, Purchase Amounts,
the Price per Share and the Currency Conversion Rate Quote Source


 


Dear
Mr. Rasouli:


 


Novo
Integrated Sciences, Inc., a Nevada corporation (“NVOS”), Novo Healthnet Limited, an Ontario corporation and CannaPiece
Group Inc., an Ontario corporation (“CG”), are parties to the Letter of Intent, dated 10-10-18, as attached hereto
as Exhibit A (the “LOI”).


 


The
purpose of this letter is to amend the LOI to:


 


	 	1.	extend
    the termination date therein. As we have discussed, the “Termination Date” for all purposes under the LOI is hereby
    amended to be December 15, 2018, and
	 	 	 
	 	2.	define
    the LOI referenced CAD$5,000,000 Subscription Agreement purchase dates, amount and price per share; as follows:


 


	 	a.	CG
    will purchase a Novo Integrated Sciences, Inc. USD$500,000 Subscription Agreement (“Sub-Agree #1”), at a per share
    price of USD$0.92 as calculated under the terms of the 10-10-18 LOI, no later than November 15, 2018.
	 	 	 
	 	b.	CG
    will purchase a 2nd Subscription Agreement (“Sub-Agree #2”) from NVOS no later than December 15, 2018.
    The full amount of Sub-Agree #2 will be determined by calculating the USD-to-CAD conversion of USD$500,000, Sub-Agree #1,
    and subtracting this amount from the CAD$5,000,000 Subscription Agreement total amount defined in the LOI, dated 10-10-18.
    The per share price of Sub-Agree #2 will be USD$0.92 as calculated under the terms of the LOI, dated 10-10-18, and


 


	 	3.	define
    the source of any currency conversion as the rate quoted on x-rates.com for the date of conversion.


 


The
LOI, as amended herein, shall remain in full force and effect.


 


We
continue to look forward to working with you to complete the transaction successfully and expeditiously. If the foregoing correctly
sets forth your understanding, please execute a copy of this Letter in the space set forth below and return to me.


 


11120
NE 2nd Street, Suite 200 Bellevue, WA 98004 USA


Phone:
(206) 617-9797


www.novointegrated.com



 



    	 	 	 



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	 	Very
    truly yours,
	 	 	 
	 	By:	/s/
    Robert Mattacchione
	 	 	Robert
    Mattacchione
	 	 	CEO,
    Novo Integrated Sciences, Inc.
	 	 	Chairman,
    Novo Healthnet Limited


 


	 	ACKNOWLEDGED
    AND AGREED to on November 14, 2018:
	 	 	 
	 	By:	/s/
    Ahmad Rasouli
	 	 	Ahmad
    Rasouli
	 	 	CEO,
    CannaPiece Group Inc.


 




    	 	 	 



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Letter
of Intent


(Attached)


 




    	 	 	 



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                                         | 4



    

 


Novo
Integrated Sciences Inc./ Novo Healthnet Limited


11120
NE 2nd Street, Suite 200


Bellevue,
Washington 98004


 


Oct.
10, 2018


 


CannaPiece
Group Inc.


2240
Midland Ave., Unit 103


Toronto,
Ontario


M1P
4R8


Attention:
Ray Rasouli


 


Re:
Letter of Intent for the purchase of Novo Integrated Sciences Inc. shares and the contemplated merger of Novo Integrated Sciences
Inc. and CannaPiece Group Inc.


 


This
binding letter of intent (“LOI” or “Letter”), is to generally record terms and conditions
of the proposed agreement whereby Novo Healthnet Limited, an Ontario corporation (“NHL”) will enter into a
joint venture relationship with CannaPiece Group Inc. (“CG”), a corporation incorporated under the laws of
Ontario. In addition, CG will also invest into NHL’s parent company, Novo Integrated Sciences Inc. (“NVOS”),
a company incorporated in the state of Nevada whose shares are traded publicly in the OTCQB. CG and NVOS will also enter into
a share exchange agreement resulting in each company having mutual interest in the other.


 


This
Letter is a binding agreement between us. Notwithstanding the foregoing, the parties acknowledge and confirm it is their intention
that this Letter will serve only as a preliminary interim agreement in relation to the matters described herein, which will apply
until the Definitive Agreement (as defined below) is concluded.


 


The
following paragraphs reflect our preliminary agreement with respect to the Transaction (as defined below):


 


	 	1.	Structure:
    The parties intend to enter into a subscription agreement and a share exchange or other similar business arrangement (the
    “Transaction”) in which:


 


	 	i.	Prior
    to, and as a condition of closing, CG will take the necessary and appropriate steps required to ensure that the corporation
    is properly registered, and all subsidiaries properly organized and identified.
	 	 	 
	 	ii.	CG
    will purchase through a subscription agreement five million Canadian dollars (CAD $5,000,000) in value of NVOS shares. The
    share price will be determined by a thirty-day closing average based on the thirty day period ending on the date of execution
    in counterpart of this LOI, and the application of a market acceptable discount to the determined average. In addition, CG,
    NHL and NVOS will enter into a share exchange arrangement whereby (a) NHL will own or control twenty five percent (25%) of
    all common stock of CG upon closing of the Transaction, and (b) CG will own or control twenty-five million Canadian dollars
    (CAD $25,000,000) worth of NVOS stock, which value shall be established by a 30-day closing average based on the thirty day
    period ending on the date of execution of this LOI, and the application of a market acceptable discount to the determined
    average. The twenty-five million Canadian dollar (CAD $25,000,000) value is based on a pre-revenue, post-licensing evaluation
    of CG in the amount of one hundred million Canadian dollars (CAD $100,000,000).



 






    	 	 	 



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	 	iii.	NVOS
    shall have the right to appoint one board member on the CG board of directors and CG shall have the right to appoint one board
    member on the NVOS board of directors.
	 	 	 
	 	iv.	CG
    will roll-out a clinic cannabis access program in all applicable Novo network clinics.
	 	 	 
	 	v.	CG
    will enter into a case conference program with applicable Novo network stakeholders.


 


	 	2.	Due
    Diligence: The parties will work promptly to carry out all required due diligence in respect of the Transaction, including
    without limitation, the completion of standard business, legal and other inquiries and a review of applicable laws and regulations.
    The parties will afford each other, its employees, auditors, legal counsel, and other authorized representatives all reasonable
    opportunity and access during normal business hours to inspect and investigate the business and financial affairs of the other
    party.
	 	 	 
	 	3.	Definitive
    Agreement. We mutually agree to proceed reasonably and in good faith toward the negotiation and execution of definitive
    documentation which shall contain the terms and conditions set out in the LOI and such other terms, conditions, indemnities,
    representations, warranties, covenants as are customary for transactions of this nature (the “Definitive Agreement”).
    The parties shall cooperate in structuring the Transaction in the most effective manner having regard to applicable tax, corporate,
    and securities laws. Upon the execution and delivery of the Definitive Agreement, it will supersede this Letter.
	 	 	 
	 	4.	Regulatory
    Approvals and Contractual Consents: Each of the parties will use its commercially reasonable best efforts to obtain:


 


	 	i.	the
    necessary board approvals and shareholder approvals for the Transaction prior to the execution of the Definitive Agreement;
    and
	 	 	 
	 	ii.	all
    necessary regulatory approvals (including approvals from any licensing authorities) and third-party consents and the necessary
    shareholder approvals prior to the closing of the Transaction and to cooperate in providing any submissions necessary to effect
    the Transaction.


 






    	 	 	 



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	 	5.	Other
    Conditions. The Definitive Agreement shall include, but will not be limited to, the following terms and conditions, and
    this Letter is similarly subject to the following terms and conditions:


 


	 	i.	closing
    of the Transaction will be conditional upon the parties having completed their respective due diligence investigations, the
    results of which are satisfactory to the parties their sole discretion;
	 	 	 
	 	ii.	CG
    will continue toward full cannabis license producer status and will not have the licensing application compromised in any
    way;
	 	 	 
	 	iii.	NVOS
    shares derived from the share exchange transaction shall be held in escrow until CG receives Licensed Producer (“LP”)
    status.
	 	 	 
	 	iv.	closing
    of the Transaction will be condition upon the parties receiving all regulatory approvals required to complete the Transaction;
	 	 	 
	 	v.	the
    parties agree to cooperate to prepare for filing the necessary current reports with the Securities and Exchange Commission
    (the “Exchange”) with respect to the Transaction, including a Form 8-K, within the regulatory required
    time limits following the closing of the Transaction
	 	 	 
	 	vi.	closing
    of the Transaction will be conditional upon the representations and warranties contained in the Definitive Agreement being
    true and correct in all material respects as of closing; and
	 	 	 
	 	vii.	no
    material adverse change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or
    prospects of either party from the date hereof to the closing of the Transaction.


 


	 	6.	Adjustment
    of Officers and Directors: At the closing of the Transaction, both parties will appoint directors to each other’s
    boards as described above.
	 	 	 
	 	7.	Confidentiality:
    Each party agrees that, subject to compliance with applicable laws, it will keep confidential, and not release to any other
    person, this proposal, the contents of this Letter of Intent and any of the proprietary business, technical or other information
    obtained by it during its due diligence inquiries and any related negotiations. Each party’s obligations in this respect
    shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties or the termination
    of this LOI.
	 	 	 
	 	8.	Disclosure:
    No public announcement concerning the Transaction contemplated herein or the status of the discussions between the parties
    hereto shall be made by either party unless and until the same has been approved by both parties hereto, or unless such disclosure
    is required by any government laws, rules or regulations, by any government regulatory authorities or any stock exchange having
    jurisdiction over either party, provided that prior written notice is provided to the other party respecting such disclosure
    or public announcement and such party has been provided reasonable opportunity to review and comment on the proposed disclosure.



 






    	 	 	 



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	 	9.	Costs:
    The parties will each be solely responsible for and bear their own respective expenses, including, without limitation, expenses
    of legal counsel, accountants, and other advisors, incurred at any time in connection with pursuing or consummating the Transaction.
    Each party’s obligations in this respect shall survive the closing of the Transaction or any termination of the Transaction
    between the parties. It is expressly understood that both parties’ counsel will be together responsible for preparing
    the documents required to complete the Transaction, including the filing statement required to be filed with the Exchange
    in connection with the Transaction.
	 	 	 
	 	10.	Exclusivity:
    The parties hereby agree that until the Termination Date (as defined below) or the date the parties enter into the Definitive
    Agreement, each party and their respective directors, officers, employees, agents and representatives will not, directly or
    indirectly:


 


	 	i.	solicit,
    initiate or encourage the initiation of any expression of interest, inquiries or proposals regarding, constituting or that
    may reasonably be expected to lead to any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization,
    liquidations, dissolution, share exchange, sale of material assets involving the parties or a proposal or offer to do so (the
    “Acquisition Proposal”) (including without limitation, any grant of an option or other right to take any
    such action);
	 	 	 
	 	ii.	participate
    in any discussions or negotiations regarding an Acquisition Proposal;
	 	 	 
	 	iii.	accept
    or enter into, or propose publicly to accept or enter into, any agreement, letter of intent, memorandum of understanding or
    any arrangement in respect of an Acquisition Proposal; and
	 	 	 
	 	iv.	otherwise
    cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to do any of the
    foregoing.


 


	 	11.	Binding
    Effect: The consummation of the Transaction is subject to the entry of the Definitive Agreement. The Definitive Agreement
    is subject to the board approval of each of the parties.
	 	 	 
	 	12.	Termination:
    If the Definitive Agreement is not negotiated and executed by both parties on or before November 15, 2018 or such other
    date as agreed to by the parties (the “Termination Date”), then the terms of this LOI will be of no further
    force or effect except for Section 7 (Confidentiality), Section 9 (Costs) and Section 13 (Governing Laws). Section 7 (Confidentiality)
    and Section 13 (Governing Laws) will remain in effect for a period of one (1) year following the date this LOI is terminated.
	 	 	 
	 	13.	Governing
    Laws: This Letter of Intent will be governed by and be construed in accordance with the laws of the Province of Ontario
    and the federal laws of Canada applicable therein. The parties agree that any dispute arising out of or relating to this LOI
    shall be subject to the exclusive jurisdiction of the courts in and for the Province of Ontario and each party agrees to submit
    to the personal and exclusive jurisdiction and venue of such courts. Governing law and jurisdiction regarding the Definitive
    Agreement shall be negotiated between and agreed to by the parties and set out in the Definitive Agreement.
	 	 	 
	 	14.	Counterparts
    and Delivery: This Letter may be executed in any number of counterparts, each of which shall be deemed an original and
    all of which, taken together, shall constitute one and the same instrument. This Letter may be executed and delivered by facsimile
    or electronic transmission and the parties may rely on a facsimile or electronic signature as though it were an original signature.


 




    	 	 	 



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If
the terms outlined above are acceptable to you please sign and date this Letter in the space provided below and return a signed
copy to the undersigned.


 


	 	Very
    truly yours,
	 	 
	 	Novo
    Integrated Sciences Inc. and Novo Healthnet Limited
	 	 	 
	 	By	/s/
    Robert Mattacchione
	 	 	Robert
    Mattacchione, Chairman, Novo Healthnet Limited
	 	 	 
	 	By	/s/
    Chris David
	 	 	Chris
    David, President, Novo Integrated Sciences Inc.
	 	 	 
	 	ACKNOWLEDGED
    AND AGREED to on October 10, 2018:
	 	 	 
	 	CannaPiece
    Group Inc.
	 	 	 
	 	By	/s/
    Ahmad Rasouli
	 	 	Ahmad
    Rasouli, CEO