Exhibit 10.1


 


AMENDMENT
NUMBER 1


TO


VOTING
AGREEMENT


 


THIS
AMENDMENT NUMBER 1 TO VOTING AGREEMENT (this “Amendment”)
is made effective as of November 7, 2022, and amends that certain Voting Agreement, effective as of June 16, 2022 (the “Voting
Agreement”), by and among Reviv3 Procare Company, a Delaware corporation (the “Company”), Intrepid
Global Advisors, Inc., a Delaware corporation (“Intrepid”), and Axil & Associated Brands Corp., a Delaware
corporation (“Axil”).


 


RECITALS


 


WHEREAS,
the parties to the Voting Agreement hereby desire to amend the Voting Agreement to revise the securities exempted from the term “New
Securities”, on the terms and subject to the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the foregoing recital and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties to this Amendment agree as follows:


 


		1.	Section
                                            1 of the Voting Agreement is amended and restated in its entirety to read as follows:



 


“1.
Issuance of New Securities. During the Lock Up Period, as defined in the Purchase Agreement, no New Securities may be issued
by the Company without the approval of both Intrepid and Axil, so long as Axil holds of a majority of the outstanding Preferred Shares
(as defined in the Purchase Agreement). “New Securities” means any capital stock (including common and preferred)
of the Company whether now authorized or not, and rights, options or warrants to purchase capital stock, and securities of any type whatsoever
that are, or may become, convertible into capital stock; provided, that the term “New Securities” does not
include (A) securities issuable upon conversion of or with respect to the Preferred Shares; (B) securities issued upon exercise of options
or warrants; (C) securities issued pursuant to the acquisition of another entity by the Company (directly or through a subsidiary) by
merger, purchase of substantially all the assets or other reorganization whereby the Company directly or indirectly owns more than fifty
percent (50%) of the voting power of such entity; (D) any borrowings, directly or indirectly, from financial institutions, equipment
leasing companies or other persons or entities by the Company or a subsidiary, whether or not presently authorized, including any type
of loan or payment evidenced by any type of debt instrument; (E) shares of common stock (including options to purchase such shares) issued
to employees, consultants or directors of the Company or a subsidiary pursuant to any existing or future stock option plan or stock purchase
or stock bonus agreement or arrangement approved by the Board of Directors of the Company or any subsidiary; (F) securities issued in
connection with obtaining lease financing; (G) securities issued pursuant to any stock dividend, stock split, combination or other reclassification
by the Company of any of its capital stock; (H) any right, option or warrant to acquire any security convertible into the securities
excluded from the definition of New Securities; (I) securities issued in connection with any private placements exempt from registration
under federal or state securities laws; or (J) securities issued in connection with any securities offerings by the Company in an amount
up to $50.0 million per offering.”


 






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		2.	Except
                                            as specifically amended hereby, all of the terms of the Voting Agreement shall remain in
                                            full force and effect and are hereby ratified and confirmed. Without limiting the generality
                                            of the foregoing, the amendment contained herein will not be construed as an amendment to
                                            or waiver of any other provision of the Voting Agreement or as a waiver of or consent to
                                            any further or future action on the part of any party that would require the waiver or consent
                                            of another party.



 


		3.	Capitalized
                                            terms used and not defined in this Amendment have the respective meanings assigned to them
                                            in the Voting Agreement.



 


		4.	This
                                            Amendment is governed by and construed in accordance with the laws of the State of Delaware,
                                            without regard to the conflict of laws provisions of such State.



 


		5.	This
                                            Amendment shall inure to the benefit of and be binding upon each of the parties and each
                                            of their respective successors and assigns.



 


		6.	This
                                            Amendment may be executed and delivered in multiple counterparts, each of which shall be
                                            deemed an original, and all of which together shall constitute one and the same instrument.
                                            Delivery of an executed counterpart of this Amendment electronically or by facsimile shall
                                            be effective as delivery of an original executed counterpart of this Amendment.



 


		7.	This
                                            Amendment constitutes the sole and entire agreement between the parties with respect to the
                                            subject matter contained herein, and supersedes all prior and contemporaneous understandings,
                                            agreements, representations, and warranties, both written and oral, with respect to such
                                            subject matter.



 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the Company, Intrepid and Axil have duly executed this Amendment as of the date first written above.


 


	 	The
    Company:
	 	Reviv3
    Procare Company
	 	 	 
	 	By:	/s/
    Jeff Toghraie
	 	 	Name: 
    Jeff Toghraie
	 	 	Title:
    Chief Executive Officer
	 	 	 
	 	Intrepid:
	 	Intrepid
    Global Advisors, Inc.
	 	 	 
	 	By:	/s/
    Jeff Toghraie
	 	 	Name: 
    Jeff Toghraie
	 	 	Title:
    Managing Director
	 	 	 
	 	Axil:
	 	Axil
    & Associated Brands Corp.
	 	 	 
	 	By:	/s/
    Weston Harris
	 	 	Name: 
    Weston Harris
	 	 	Title:
    Chief Executive Officer


 


[Signature Page to Amendment No. 1 to Voting Agreement]