Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of April 5, 2021, is entered into by and between Odyssey Group Intl Inc.,
a Nevada corporation, (the “Company”), and LGH Investments, LLC, a Wyoming limited liability company (the “Buyer”).


 


A.       The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”).


 


B.       Upon
the terms and conditions stated in this Agreement, the Buyer desires to purchase and the Company desires to issue and sell, upon the
terms and conditions set forth in this Agreement (i) a Promissory Note of the Company, in the form attached hereto as Exhibit A
(the “Note”), in the original principal amount of $1,050,000.00 (the “Original Principal Amount”)
(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with
the terms thereof, the “Note”) convertible into shares of common stock of the Company (“Common Stock”),
(ii) a five-year share purchase warrant entitling the Buyer to acquire 1,134,000 shares of common stock of the Company, in the form attached
hereto as Exhibit B (the “Warrant”) and (ii) one hundred thousand (100,000) restricted common shares
in the Company (“Inducement Shares”) to be delivered to Buyer, via overnight courier within seven (7) calendar days following
the Closing Date.


 


NOW THEREFORE, the
Company and the Buyer hereby agree as follows:


 


1.              
Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the Company the (i) Note in the original principal amount of $1,050,000.00, (ii) Warrant, and (ii) one hundred thousand
(100,000) Inducement Shares. (collectively the “Securities”). 


 


1.1.          
Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $1,000,000.00 (the “Purchase
Price”) at the Closing (as defined below) by wire transfer of immediately available funds to a Company account designated by
the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company
shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


1.2.          
Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing
Date”) shall be on or about April 7, 2021, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


1.3.          
Share Reservation. The Company shall at all times require its transfer agent to establish a reserve of shares of its authorized
but unissued and unreserved Common Stock in the amount of 2,500,000 shares for purposes of exercise of the Warrant or conversion of the
Note. The Company shall cause the Transfer Agent to agree that it will not reduce the reserve under any circumstances unless such reduction
is pre-approved in writing by the Buyer.


 


2.              
Buyer’s Investment Representations; Governing Law; Miscellaneous.


 


		2.1	Buyer’s Investment Representations.



 


(a)           
This Agreement is made in reliance upon the Buyer’s representation to the Company, which by its acceptance hereof
Buyer hereby confirms, that the Securities to be received by it will be acquired for investment for its own account, not as a nominee
or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting
participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of its property
shall at all times be within its control.


 






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(b)           
The Buyer understands that the Securities are not registered under the 1933 Act, on the basis that the sale provided for
in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(a)(2)
thereof, and that the Company’s reliance on such exemption is predicated on the Buyer’s representations set forth herein.
The Buyer realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Buyer has in mind
merely acquiring shares of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market
does not rise. The Buyer does not have any such intention.


 


(c)           
The Buyer understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under
the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an
available exemption from registration under the 1933 Act, the Stock must be held indefinitely. In particular, the Buyer is aware that
the Securities may not be sold pursuant to Rule 144 or Rule 701 promulgated under the 1933 Act unless all of the conditions
of the applicable Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public
about the Company. Such information is not now available, and the Company has no present plans to make such information available. The
Buyer represents that, in the absence of an effective registration statement covering the Securities, it will sell, transfer, or otherwise
dispose of the Securities only in a manner consistent with its representations set forth herein and then only in accordance with the
provisions of Section 2(d) hereof.





 


(d)           
The Buyer agrees that in no event will it make a transfer or disposition of any of the Securities (other than pursuant to
an effective registration statement under the 1933 Act), unless and until (i) the Buyer shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the circumstances surrounding the disposition, and (ii) if requested
by the Company, at the expense of the Buyer or transferee, the Buyer shall have furnished to the Company either (A) an opinion of
counsel, reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the 1933 Act
or (B) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such securities
without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with
respect thereto. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance
with Rule 144.


 


(e)           
The Buyer represents and warrants to the Company that it is an “accredited investor” within the meaning of Securities
and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the
California Corporations Code, he or she is excluded from the count of “purchasers” pursuant to Rule 260.102.13 thereunder.


 


2.2           
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of California or in the federal courts located in San Diego, California.
The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any
provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service
of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction
Document 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 Agreement 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 other manner
permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.





 


2.3           
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party.


 


 






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2.4           
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


2.5           
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


2.6           
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the Buyer.


 


2.7           
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of:


 


2.7.1       
the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer,
or by confirmed facsimile,


 


2.7.2       
the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or





 


2.7.3       
the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each
case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may
designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If to the Company, to:


 


Odyssey
Group Intl, Inc. 


ATT: Joseph Redmond, CEO 


2372 Morse Ave 


Irvine, CA 92614 


Email: michael@odysseygi.com


 


With Copy to which shall not constitute notice:


 


Joshua D. Brinen, Esq. 


Brinen & Associates, LLC 


90 Broad Street, Tenth Floor 


New York, New York 10004


 


Telephone (212) 330-8151


Facsimile (212) 227-0201


 


jbrinen@brinenlaw.com


 


If to the Buyer:


 


Lucas Hoppel 


Phone: 858-232-5110 


Email: Luke@LGHInvestments.com 


6171 Tiki Court 


San Diego, California. 92130


 


 






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2.8           
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be
assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Buyer, which
consent may be withheld at the sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially
all of the Company’s assets or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay such
consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Buyer hereunder
may be assigned by Buyer to a third party, including its financing sources, in whole or in part, without the need to obtain the Company’s
consent thereto.


 


2.9           
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


2.10        
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company
agrees to indemnify and hold harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


2.11        
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


2.12        
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


2.13        
Buyer’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right,
power, and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such
order as the Buyer may deem expedient.





 


2.14        
Ownership Limitation. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock in payment
of interest or principal under Note, upon exercise of the Warrant, so that the Buyer would, together with other shares of Common Stock
held by it or its Affiliates, own or beneficially own by virtue of such action or receipt of additional shares of Common Stock a number
of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”),
the Company shall not be obligated and shall not issue to the Buyer shares of Common Stock which would exceed the Maximum Percentage (subject
to the waiver in Section 3(c)(i) of the Note), but only until such time as the Maximum Percentage would no longer be exceeded by any such
receipt of shares of Common Stock by the Buyer. The foregoing limitations are enforceable, unconditional and non-waivable and shall apply
to all Affiliates and assigns of the Buyer.


 


2.15        
No Shorting. For so long as Buyer holds any securities of Company, neither Buyer nor any of its Affiliates will engage in
or effect, directly or indirectly, any Short Sale of Common Stock.


 


 






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2.16        
Attorneys’ Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the
terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall
be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’
fees and expenses  paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment
based upon the individual claims or defenses  giving rise to the fees and expenses.  Nothing herein shall restrict or impair
a court’s power.


 


2.17        
Execution by Facsimile or PDF. This Agreement may be executed by facsimile or portable document format, which shall have
the same effect and force as an original signature.


 


 


 


 


[Remainder of page intentionally left blank;
signature page to follow]


 


 






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SUBSCRIPTION AMOUNT:


 


	Original Principal Amount of Note:	$1,050,000.00
	Purchase Price:	$1,000,000.00


 


 


IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


 


THE COMPANY:


 


	
    Odyssey Group Intl, Inc.

     

     
	 
	By:   //J. Michael Redmond	 
	
    Mr. Joseph Redmond 

    Chief Executive Officer 
	 
	
     

     
	 
	
     

     

    THE BUYER:

     

    LGH Investments, LLC

     

     
	 
	
    By: //Lucas Hoppel 

    Mr. Lucas Hoppel 

    Managing Member

     
	 



 





 



 



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EXHIBIT A


 


NOTE


 


 





NEITHER THIS NOTE NOR THE SECURITIES INTO
WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.
THESE SECURITIES HAVE BEEN SOLD 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.


 


Odyssey Group Intl, Inc.


Convertible
Promissory Note


 


	Issuance Date: April 5, 2021	Original Principal Amount:$1,050,000
	Note No. ODYY-2	Consideration Paid at Close:   $1,000,000
	 	 


 


FOR VALUE RECEIVED, Odyssey
Group Intl, Inc., a Nevada corporation with a par value of $0.001 per common share (“Par Value”) (the "Company"),
hereby promises to pay to the order of LGH Investments, LLC, a Wyoming limited liability company or registered assigns (the "Holder")
the amount set out above as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion
or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration, redemption
or otherwise (in each case in accordance with the terms hereof) and to pay interest ("Interest") on any outstanding Principal
at the applicable Interest Rate from the date set out above as the Issuance Date (the "Issuance Date") until the same
becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with
the terms hereof).


 


The Original Principal Amount
is $1,050,000 (one million fifty thousand) plus accrued and unpaid interest and any other fees. The Consideration is $1,000,000 (one million)
payable by wire transfer (there exists a $50,000 original issue discount (the “OID”)). The Holder shall pay $1,000,000 of
Consideration upon closing of this Note.


 


 






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(1)           
GENERAL TERMS


 


(a)           
Payment of Principal. The "Maturity Date" shall be February 5th,
2022, as may be extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall
not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred
and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to
cure would result in an Event of Default. 


 


(b)           
Interest. A one-time interest charge of eight percent (8%) (“Interest Rate”)
shall be applied on the Issuance Date to the Original Principal Amount. Interest hereunder shall be paid on the Maturity Date (or sooner
as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration
and transfers of Notes in cash or converted into Common Stock at the Conversion Price provided the Equity Conditions are satisfied.


 


(c)           
Security. This Note shall not be secured by any collateral or any assets pledged to the Holder


 


(2)           
EVENTS OF DEFAULT. 


 


(a)           
An “Event of Default”, wherever used herein, means any one of the following events
(whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or governmental body):


 


(i)             
The Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when
and as due under this Note (including, without limitation, the Company's failure to pay any redemption payments or amounts hereunder);



 


(ii)           
A Conversion Failure as defined in section 3(b)(ii)


 


(iii)         
The Company or any subsidiary of the Company shall commence, or there shall be commenced against
the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor
thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect
relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any
such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty-one (61) days; or the Company or any subsidiary
of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered;
or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like
for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty-one (61) days; or the Company
or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company
shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the
Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring
of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval
of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company
for the purpose of effecting any of the foregoing;






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(iv)         
The Common Stock is suspended or delisted from trading on any of the Over the Counter OTCQB Venture
Marketplace or OTC Pink Open Marketplace (the “Primary Market”); provided however, that if the delisiting is
due to an up-listing to a higher OTC exchange or a listed exchange, it shall not be an Event of Default hereunder. 


 


(v)           
The Company shall become delinquent in its filing requirements as a fully-reporting issuer registered
with the Securities & Exchange Commission.


 


(vi)         
The Company shall fail to reserve and keep available out of its authorized Common Stock a number
of shares equal to at least the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note.


 


(b)           
Upon the occurrence of any Event of Default that has not been cured within thirty (30) calendar days
from the date of the Event of Default (a “Cure Failure”), the Outstanding Balance shall immediately increase to one hundred
twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default (the “Default Effect”)
The Default Effect shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice
or take any other action. Upon the occurrence of any Event of Default, the Note shall become immediately due and payable and the Borrower
shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Outstanding Balance plus the Default
Effect and any other amounts, including any penalties hereunder, all without demand, presentment or notice, all of which hereby are expressly
waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled
to exercise all other rights and remedies available at law or in equity. 


 


(3)           
CONVERSION OF NOTE.The Holder shall have the right, but not the obligation, to
convert the Outstanding Balance into shares of the Company's Common Stock, on the terms and conditions set
forth in this Section 3.


 


(a)           
Conversion Right. Subject to the provisions of Section 3(c), at any time or times, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable
shares of Common Stock in accordance with Section 3(b), at the Conversion Price (as defined below). The number of shares of Common Stock
issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be equal to the quotient of dividing the Conversion
Amount by the Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance
would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock
down to the nearest whole share. 


 


(i)             
"Conversion Amount" means the portion of the Original Principal Amount and Interest
to be converted, plus any penalties, redeemed or otherwise with respect to which this determination is being made.


 


(ii)           
"Conversion Price" shall equal $1.00 (one) dollar per Common share.


 


(b)           
Mechanics of Conversion.


 


(i)             
Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date
(a "Conversion Date"), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior
to 11:59 p.m., New York, NY Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit A
(the "Conversion Notice") to the Company. On or before the third Business Day following the date of receipt of a Conversion
Notice (the "Share Delivery Date"), the Company shall (A) if legends are not required to be placed on certificates of
Common Stock pursuant to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided
that the Transfer Agent is participating in the Depository Trust Company's ("DTC") Fast Automated Securities Transfer
Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's
balance account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the
DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate,
registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which
certificates shall not bear any restrictive legends unless required pursuant the Rule 144. If this Note is physically surrendered for
conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted,
then the Company shall, upon request of the Holder, as soon as practicable and in no event later than three (3) Business Days after receipt
of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted.
The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Note shall be treated for all
purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.


 


 






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(ii)           
Company's Failure to Timely Convert. If within five (5) Trading Days after the Company's receipt
of the facsimile or email copy of a Conversion Notice the Company shall fail to issue and deliver to Holder via “DWAC/FAST”
electronic transfer the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion
Amount (a "Conversion Failure"), the Original Principal Amount of the Note shall increase by $100 per calendar day until
the Company issues and delivers a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of
Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (under Holder’s and Company’s
expectation that any damages will tack back to the Issuance Date). Company will not be subject to any penalties once its transfer agent
processes the shares to the DWAC system. If the Company fails to deliver shares in accordance with the timeframe stated in this Section,
resulting in a Conversion Failure, the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or
in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Outstanding
Balance with the rescinded conversion shares returned to the Company (under Holder’s and Company’s expectations that any returned
conversion amounts will tack back to the original date of the Note).


 


(iii)         
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of
any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the
Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with
prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender
of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions
or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this
Note upon conversion.


 


(c)  
Limitations on Conversions or Trading.


 


(i)             
Beneficial Ownership. The Company shall not effect any conversions of this Note and the Holder
shall not have the right to convert any portion of this Note or receive shares of Common Stock as payment of interest hereunder to the
extent that after giving effect to such conversion or receipt of such interest payment, the Holder, together with any affiliate thereof,
would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess
of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as
payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold
at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess
of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder
or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section
will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section
applies, the determination of which portion of the principal amount of this Note is convertible shall be the responsibility and obligation
of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of this Note that, without regard to any other shares
that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the
Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted
on such Conversion Date in accordance with Section 3(a) and, any principal amount tendered for conversion in excess of the permitted amount
hereunder shall remain outstanding under this Note. In the event that the Market Capitalization of the Company falls below $2,500,000,
the term “4.99%” above shall be permanently replaced with “9.99%”. “Market Capitalization” shall be
defined as the product of (a) the closing price of the Common Stock of the Common stock multiplied by (b) the number of shares of Common
Stock outstanding as reported on the Company’s most recently filed Form 10-K or Form 10-Q. The provisions of this Section may be
waived by Holder upon not less than sixty-five (65) days prior written notification to the Company.


 


(ii)           
Capitalization. So long as this as this Note is outstanding, upon written request of the Holder,
the Company shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current number of common
shares authorized, and the then-current number of shares reserved for third parties.


 


 






    	 	10	 



     


    

 


(d) 
Other Provisions.


 


(i)             
Share Reservation.The Company shall at all times reserve and keep available out of its
authorized Common Stock a number of shares equal to at least the full number of shares of Common Stock issuable upon conversion of all
outstanding amounts under this Note; and within three (3) Business Days following the receipt by the Company of a Holder's notice that
such minimum number of shares of Common Stock is not so reserved, the Company shall promptly reserve a sufficient number of shares of
Common Stock to comply with such requirement. The Company will at all times reserve at least 2,500,000 shares of Common Stock for conversion.


 


(ii)           
Prepayment.The Company may prepay this Note at any time by providing Holder notice of
its intent to prepay the outstanding amounts due under the Note (the “Prepayment Notice”). The Company shall tender the full
amount in the Prepayment Notice by paying one hundred ten percent (110%) of the total outstanding balance including all principal, defaults
and interest. to the Holder within five (5) trading days of delivering the Prepayment Notice to the Holder. If the Holder has previously
provided a notice of conversion to the Company, the Company may not prepay any of the amounts included in the notice of conversion.


 


(iii)         
All calculations under this Section 3 shall be rounded up to the nearest $0.00001 or whole share.


 


(4)           
PIGGYBACK REGISTRATION RIGHTS. INTENTIONALLY DELETED. 


 


(5)           
REISSUANCE OF THIS NOTE.


 


(a)           
Assignability. The Company may not assign this Note. This Note will be binding upon the Company
and its successors and will inure to the benefit of the Holder and its successors and assigns and may be assigned by the Holder to anyone
of its choosing without Company’s approval. 


 


(b)           
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note,
the Company shall execute and deliver to the Holder a new Note representing the outstanding Principal.


 


(6)           
NOTICES.Any notices, consents, waivers or other communications required or permitted
to be given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party) (iii) upon receipt, when sent by email; or (iv) one (1) Trading Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for
such communications shall be those set forth in the communications and documents that each party has provided the other immediately preceding
the issuance of this Note or at such other address and/or facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written
confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) mechanically or electronically
generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such
transmission or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii)
above, respectively.


 


 






    	 	11	 



     


    

 


The addresses for such communications shall be: 


 


If to the Company, to: 


 


Odyssey Group Intl, Inc. 


ATT: Joseph Redmond, CEO 


2372 Morse Ave 


Irvine, CA 92614 


Email: michael@odysseygi.com


 


With Copy to which shall not constitute notice:


 


Joshua D. Brinen, Esq. 


Brinen & Associates, LLC 


90 Broad Street, Tenth Floor 


New York, New York 10004 


 


Telephone (212) 330-8151 


Facsimile (212) 227-0201


 


jbrinen@brinenlaw.com


 


If to the Holder:


 


Lucas Hoppel 


Phone: 858-232-5110 


Email: Luke@LGHInvestments.com


 


(7)           
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with
the laws of the State of California, without giving effect to conflicts of laws thereof. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California or in the federal
courts located in the city of San Diego, in the State of California. Both parties and the individuals signing this Agreement agree to
submit to the jurisdiction of such courts.


 


(8)           
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure
of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in
writing.


 


(9)  
Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute
one Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the same counterpart.



 


(10)        
Execution by Facsimile or PDF. This Agreement may be executed by facsimile or portable document format,
which shall have the same effect and force as an original signature. 


 


 


 


[Signature Page Follows]


 


 






    	 	12	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Convertible Note to be duly executed by a duly authorized officer as of the date set forth above. 


 


	 	
    COMPANY: 

	 	 
	 	Odyssey Group Intl, Inc.
	 	 
	 	
     

    By: //J. Michael Redmond 

	 	
    Name:Joseph Redmond 

	 	
    Title:Chief Executive Officer




 


 


 


	 	HOLDER:
	 	 
	 	LGH Investments, LLC
	 	 
	 	 
	 	By: //Lucas Hoppel
	 	Name:Lucas Hoppel
	 	Title:Managing Member






 





 





 


  


 


[Signature Page to Note No. ODYY-2]


 


 






    	 	13	 



     


    




 


	EXHIBIT A	 
	CONVERSION NOTICE	 
	 	 	 	 	 	 	 	 
	[Company Contact, Position]	 	 	 	 	 	 	 
	[Company Name]	 	 	 	 	 	 	 	 
	[Company Address]	 	 	 	 	 	 	 	 
	[Contact Email Address}	 	 	 	 	 	 	 
	 	 
	The undersigned hereby elects to convert a portion of the $________ Convertible Note _______ issued to Lucas Hoppel on ____________ into Shares of Common Stock of ____________ according to the conditions set forth in such Note as of the date written below.	 
	 	 
	By accepting this notice of conversion, you are acknowledging that the number of shares to be delivered represents less than ten percent (10%) of the common stock outstanding.  If the number of shares to be delivered represents more than 9.99% of the common stock outstanding, this conversion notice shall immediately automatically extinguish and debenture Holder must be immediately notified.	 
	 	 	 	 	 	 	 	 	 	 
	Date of Conversion:	 	 	 
	 	 	 	 
	Conversion Amount:	 	 	 
	 	 	 	 
	Conversion Price:	 	 	 
	 	 	 	 
	Shares to be Delivered:	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Shares delivered in name of:	 	 	 	 	 	 	 
	 	 
	LGH Investments, LLC	 
	 	 	 	 	 	 	 	 	 	 
	Signature:	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


 


 

 


 



    	 	14	 



     


    




  


EXHIBIT B


 


WARRANT


 


 


THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


 


COMMON STOCK PURCHASE WARRANT


 


Odyssey
Group intl, Inc.


 





	Warrant Shares: 1,134,000	Initial Issue Date: April 5, 2021



 


 


THIS COMMON STOCK PURCHASE WARRANT
(the “Warrant”) certifies that, for value received, LGH Investments, LLC, a Wyoming limited liability company, or its
assigns (the “Investor” or the “Holder”) is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the Initial Issue Date (the “Initial Exercise Date”)
and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”),
to subscribe for and purchase from Odyssey Group Intl, Inc., a Nevada corporation (the “Issuer” or the “Company”),
up to 1,134,000 shares (the “Warrant Shares”) of common stock, par value of $0.001, of the Company (the “Common
Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 1.2.


 


ARTICLE 1 EXERCISE RIGHTS


 


The Holder will have the right
to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in that certain Securities Purchase Agreement, dated April 7, 2021 between the Company and the Holder
(the “Purchase Agreement”).


 


1.1       Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the Initial
Exercise Date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by
notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile
or emailed copy of the Notice of Exercise form annexed hereto. Within three (3) Business Days following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or
check drawn on a United States bank unless the cashless exercise procedure specified in Section 1.3 below is specified in the applicable
Notice of Exercise. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and
the date of such purchases. The Company shall deliver any objection to any Notice of Exercise form within seventy-two (72) hours of receipt
of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of
this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof. “Business Day” shall mean any day on which
the banks are open for business in New York, New York.


 


1.2       Exercise
Price. The exercise price per share of Common Stock under this Warrant shall be $0.95 (ninety-five) cents, subject to adjustment hereunder
(the “Exercise Price”).


 


 






    	 	15	 



     


    

 


1.3       Cashless
Exercise. If at any time there is no effective Registration Statement registering, or no current prospectus available for, the resale
of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


(A) = the highest
traded Price in the ten trading days immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless
exercise,” as set forth in the applicable Notice of Exercise; 


 


(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and 


 


(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise
were by means of a cash exercise rather than a cashless exercise. 


 


1.4       Delivery
of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST within five (5) Business Days of
Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”). For
example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday January 1st, the Company’s
transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic transfer by no later than 2:30 pm eastern
time on Monday, January 8th. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be
named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of delivery of the Notice
of Exercise. Holder may assess penalties or liquidated damages (both referred to herein as “penalties”) as follows. The Company
will not be subject to any penalties once its transfer agent correctly processes the shares to the DWAC system.


 


1.5       Delivery
of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased all
of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without
the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the Company shall,
at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to the original date of this Warrant.


 


1.6       Warrant
Exercise Rescission Rights. If the Warrant Shares are not delivered by DWAC/FAST electronic transfer or in accordance with the timeframe
stated in Section 1.4, Holder may, at any time prior to selling those Warrant Shares rescind such exercise, in whole or in part, in which
case the Company must, within three (3) days of receipt of notice from the Holder, repay to the Holder the portion of the exercise price
so rescinded and reinstate the portion of the Warrant and equivalent number of Warrant Shares for which the exercise was rescinded and,
for purposes of Rule 144, such reinstated portion of the Warrant and the Warrant Shares shall tack back to the original date of this Warrant.
If Warrant Shares were issued to Holder prior to Holder’s rescission notice, upon return of payment from the Company, Holder will,
within three (3) days of receipt of payment, commence procedures to return the Warrant Shares to the Company.


 


1.7       Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares
shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company shall pay all transfer
agent fees required for same-day processing of any Notice of Exercise.


 


1.8       Holder’s
Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the Holder exercise any
amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common Stock outstanding
of the Company (the “Beneficial Ownership Limitation”). Upon the written or oral request of Holder, the Company shall
within twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.


 


1.10       Physical
Delivery of Warrant Shares. In the event that the Warrant Shares are required by securities laws to contain a restrictive legend,
then the Holder shall be delivered a physical certificate representing the Warrant Shares within ten (10) business days, notwithstanding
anything contained herein in Sections 1.4, 1.5 and 1.6, which sections shall be deemed inapplicable to the Warrant exercise being completed
by the Holder.


 


 






    	 	16	 



     


    

 


ARTICLE 2 ADJUSTMENTS


 


2.1       Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines (including by way of reverse stock split) outstanding shares
of Common Stock into a smaller number of shares. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or reclassification (or reorganization).


 


2.2       Notice
to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly notify
the Holder (by written notice) setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ARTICLE 3 COMPANY COVENANTS


 


3.1       No
Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (iii)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.


 


ARTICLE 4 MISCELLANEOUS


 


4.1       Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.


 


4.2       Transferability.
Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed by the Holder or its agent or attorney.
If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant, shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and such new Warrants,
for purposes of Rule 144, shall tack back to the original date of this Warrant. The Warrant, if properly assigned in accordance herewith,
may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


4.3       Assignability.
The Company may not assign this Warrant without prior written consent of the Holder. This Warrant will be binding upon the Company and
its successors, and will inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder to anyone
of its choosing without the Company’s approval.


 


4.4       Notices.
Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission, or
sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by
overnight courier the Business Day after such notice is deposited with the courier service for delivery.


 


 






    	 	17	 



     


    

 


4.5       Governing
Law, Legal Proceedings, and Arbitration. This Warrant will be governed by, construed and enforced
in accordance with the substantive laws of the State of California, without regard to the conflict of laws principles thereof. 


 


Any
action brought by either party against the other arising out of or related to this Warrant, or any other agreements between the parties,
shall be commenced only in the state or federal courts of general jurisdiction located in the State of California, except that all such
disputes between the parties shall be subject to alternative dispute resolution through binding arbitration upon agreement by parties.
The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would
constitute a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted
or filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. The Parties agree to submit
to the jurisdiction of such courts or to such arbitration panel, as the case may be.


 


If the Investor elects alternative dispute resolution
by arbitration, the arbitration proceedings shall be conducted in California and administered by the American Arbitration Association
in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the Initial Issue Date of this Warrant, except
as modified by this Warrant. The American Arbitration Association must receive the demand in writing and signed by both Parties for arbitration
prior to the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless
legal or equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of
a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of limitations purposes.
The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but are not required to, allow depositions.
The parties acknowledge that the arbitrators’ subpoena power is not subject to geographic limitations. The arbitrator(s) shall
have the right to award individual relief which he or she deems proper under the evidence presented and applicable law and consistent
with the parties’ rights to, and limitations on, damages and other relief as expressly set forth in this Warrant. The award and
decision of the arbitrator(s) shall be conclusive and binding on the Parties, and judgment upon the award may be entered in any court
of competent jurisdiction. The Investor reserves the right, but shall have no obligation, to advance the Issuer’s share of the
costs, fees and expenses of any arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take
place, and by doing so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator,
who shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The
foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.


 


4.6       Delivery
of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only by Holder against
the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding
may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server upon mailing or delivering
a copy of such process to the Company at its last known address as set forth in its most recent SEC filing.


 


4.7       No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised, this Warrant
carries no voting rights and does not convey to the Holder any “control” over the Company, as such term may be interpreted
by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s Common Stock exceeds the
Exercise Price.


 


4.8       Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.


 


4.9       Attorney’s
Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action, arbitration
or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default or misrepresentation
in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be entitled to recover from the
other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing
party may be entitled.


 


 






    	 	18	 



     


    

 


4.10       Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right to have
any such opinion provided by its counsel.


 


4.11       Amendment;
Waivers. The term “Warrant” and all references thereto, as used throughout this instrument, means this instrument as originally
executed, or if later amended or supplemented, then as so amended or supplemented. No provision of this Warrant may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Holder, or in the case
of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any
provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any part to exercise any
right hereunder in any manner impair the exercise of any such right.


 


4.12       Nonwaiver.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies.


 


4.13       No
Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or effect
any “short sale” of the common stock or hedging transaction which establishes a net short position with respect to the common
stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately completed
Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares issuable
under such Notice of Exercise would not be considered short sales.


 


4.14       Counterparts.
This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all the parties
hereto even though all the parties are not signatories to the original or the same counterpart.


 


4.15       Execution
by Facsimile or PDF. This Agreement may be executed by facsimile or portable document format, which shall have the same effect and
force as an original signature.


 


 


 


[Remainder of page intentionally left blank;
signature page to follow]


 


 


 



    	 	19	 



     


    




 


 


IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


COMPANY: Odyssey Group Intl, Inc. 


 


 


By: //J.
Michael Redmond 


Name: Joseph Redmond 


Title: Chief Executive Officer


 


 


 


HOLDER: LGH INVESTMENTS, LLC 


 


 


By: //Lucas
Hoppel 


Name: Lucas Hoppel


Title: Managing Member


 


 


 



    	 	20	 



     


    




 


NOTICE OF EXERCISE


 


 


To:odyssey
group intl, iNC.


 


(1)  
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the
terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.


 


(2)  
Payment shall take the form of (check applicable box):


 


[ ] in lawful money
of the United States; or


 


[ ] the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1.3.


 


(3)  
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned
or in such other name as is specified below:


 


_______________________________


 


 


The Warrant Shares shall be delivered to the
following DWAC Account Number:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Accredited Investor.
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


 


Name: _______________________________________


Date: ________________________________________


 


 


 


 


 


 






    	 	21