Exhibit
10.2


 


November
14, 2022


 


Holder
of December 14, 2021 Warrant to Purchase Common Stock


and
Holders of Senior Secured Convertible Notes





 


		Re:	Exchange
                                            Offer of Warrants to Purchase Common Stock 
	 	 	and
                                            Amendment of Certain Senior Secured Convertible Notes



 


Dear
Holder:


 


Novo
Integrated Sciences, Inc., a Nevada corporation (the “Company”), is pleased to offer to you the opportunity to exchange
certain common stock purchase warrants of the Company issued on December 14, 2021 (as amended from time to time, including but not limited
to the waiver and amendment between the Parties (as defined below) dated October 13, 2022, the “Exchange Warrants”)
currently held by you (the “Holder”, and together with the Company, the “Parties”) for shares of
Common Stock. In addition, the Company and the Holder agree to amend certain terms and conditions as part of the Senior Secured Convertible
Notes due on June 14, 2023 (each a “Note”, and collectively the “Notes”) each in the original principal
amount of $8,333,333.00 as further described below. Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 14, 2021, between the Company
and the purchasers signatory thereto pursuant to which the Company issued the Exchange Warrants and the Notes. 


 


		1.	Exchange
                                            of Warrants to Purchase Common Stock.



 


		a.	In
                                            consideration for exchanging the Exchange Warrants held by you (the “Warrant Exchange”),
                                            the Company hereby offers you one (1) share of Common Stock (“Exchange Shares”)
                                            for each Warrant Share underlying the Exchange Warrants being exchanged. Notwithstanding
                                            anything herein to the contrary, in the event that the Warrant Exchange would cause the Holder
                                            to exceed the beneficial ownership limitation in the Exchange Warrant, the Company shall
                                            only issue such number of shares of Common Stock to the Holder that would not cause the Holder
                                            to exceed the beneficial ownership limitation with the balance to be held in abeyance until
                                            written notice from the Holder that the balance (or portion thereof) may be issued in compliance
                                            with the beneficial ownership limitation. The Company agrees that the Warrant Exchange shall
                                            in no event result in the Holder beneficially owning more than the Maximum Percentage (as
                                            such term is defined in the Exchange Warrants). Within two (2) Trading Days of the date that
                                            this exchange offer (the “Agreement”) is executed and delivered by the
                                            Parties (the “Closing Date”), the Company shall deliver the Exchange Shares
                                            to the DTC account of the Holder via the DWAC system. The terms of the Warrant Exchange,
                                            including but not limited to the obligations to deliver the Exchange Shares, shall remain
                                            in effect as if the acceptance of this offer was a formal Notice of Exercise under the Exchange
                                            Warrants (including but not limited to any liquidated damages and compensation as provided
                                            for in the Exchange Warrants in the event of late delivery of the Exchange Shares).



 


		b.	The
                                            Exchange Shares are being issued in a cashless exchange for the Exchange Warrants and the
                                            parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
                                            the holding period of the Exchange Shares under Rule 144 shall be tacked on to the holding
                                            period of the Exchange Warrants. The Company agrees not to take any position contrary to
                                            this. 



 






    	 



     


    

 


		2.	Amendment
                                            of Certain Senior Secured Convertible Notes.



 


		a.	Upon
                                            execution of this Agreement, the Company shall pay the Holder, in cash, the Interest (as
                                            defined in the Notes) that was due and payable for November 2022 and will be due and payable
                                            for December 2022 under the Note held by the Holder, which is equal to an aggregate total
                                            of $33,055.56.



 


		b.	The
                                            Company agrees to pay the Holder $50,000.00 (the “Cash Fee”) in addition
                                            to the regularly scheduled Amortization Redemption Amounts (as defined in the Notes) over
                                            five (5) equal monthly periods, as follows: $10,000.00 on January 15, 2023, $10,000.00 on
                                            February 14, 2023, $10,000.00 on March 14, 2023, $10,000.00 on April 14, 2023, and $10,000.00
                                            on May 15, 2023. For the avoidance of doubt, the payment of the Cash Fee is in addition to
                                            the regularly scheduled Amortization Redemption Amounts (as defined in the Notes).



 


		c.	The
                                            aggregate principal amounts due on November 14, 2022 and December 14, 2022 (the “Amortization
                                            Extension Amount”), under the Note held by the Holder, shall no longer be due on
                                            the aforementioned dates, and instead the Company shall pay 1/5 of the Amortization Extension
                                            Amount to the Holder on each Amortization Date (as defined in the Notes) in January 2023,
                                            February 2023, March 2023, April 2023, and May 2023 (for the avoidance of doubt, the additional
                                            amount to be paid as described in this sentence shall be in addition to the Amortization
                                            Redemption Amounts due on January 2023, February 2023, March 2023, April 2023, and May 2023).



 


		d.	The
                                            Company agrees to hold an annual or special meeting of stockholders on or prior to the date
                                            that is ninety (90) calendar days after the Effective Date (as defined in this Agreement)
                                            for the purpose of obtaining shareholder approval (“Shareholder Approval”)
                                            to amend the Notes as follows:



 


		i.	The
                                            definition of the term Conversion Price (as defined in the Notes) shall be amended such that,
                                            as to the first $1,000,000 of principal amount of each of the Notes converted after the date
                                            that the Shareholder Approval is obtained (whether through voluntary conversions or periodic
                                            amortization payments), the Conversion Price shall be the lower of (i) the Conversion Price
                                            in effect at such time and (ii) 82.0% of the lowest VWAP (as defined in the Notes) during
                                            the five (5) trading days immediately prior to a Conversion Date (the “Adjusted
                                            Conversion Price”) (for the avoidance of doubt, all such determinations of the
                                            Conversion Price shall be appropriately adjusted for any stock dividend, stock split, stock
                                            combination, recapitalization or other similar transaction as further provided in the Notes),
                                            provided, however, that the portion of the first $1,000,000 of principal amount of each of
                                            the Notes that is converted after the date that the Shareholder Approval is obtained pursuant
                                            to a voluntary conversion by the Holder (not a periodic amortization payment) (the “Voluntary
                                            Conversion Portion”), at the Adjusted Conversion Price, shall reduce each of the
                                            remaining Amortization Redemption Amounts proportionately on a pro rata basis by the Voluntary
                                            Conversion Portion (by way of example, if the Voluntary Conversion Portion is equal to $400,000.00
                                            and there are four (4) Amortization Redemption Amounts remaining to be paid, then each of
                                            the four (4) Amortization Redemption Amounts shall be reduced by $100,000.00);



 






    	 



     


    

 


		ii.	the
                                            Holder has the ability to accelerate up to four Amortization Redemption Amounts (as defined
                                            in the Notes) provided that the Holder agrees to accept shares of Common Stock instead of
                                            cash for such payments in accordance with the terms of the Notes (for the avoidance of doubt,
                                            the Conversion Price utilized with respect to each such accelerated Amortization Redemption
                                            Amount shall be equal to the Adjusted Conversion Price as calculated on the immediately preceding
                                            Amortization Date (as defined in the Notes)); and



 


		iii.	upon
                                            mutual consent by the Company and the Holder, the Holder may elect to utilize the Adjusted
                                            Conversion Price for the balance of the Notes not subject to clause (i) above.



 


If
the Company does not obtain Shareholder Approval at the first such meeting called for the purposes described hereunder, the Company shall
call a meeting every ninety (90) days thereafter to seek Shareholder Approval until the earlier of the date on which Shareholder Approval
is obtained or the Notes are no longer outstanding.


 


		3.	Market
                                            Standstill. Except with respect to an Exempt Issuance, the Company agrees from November
                                            14, 2022 (the “Effective Date”) until thirty (30) days following the Effective
                                            Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to
                                            issue or announce the issuance or proposed issuance of any Common Stock or any securities
                                            convertible or exchangeable into Common Stock, or (ii) enter into any agreement to amend,
                                            exchange or otherwise provide any incentive to exercise any of the warrants originally issued
                                            together with the Exchange Warrants or any other warrants of the Company that are outstanding
                                            on the Effective Date. “Exempt Issuance” shall mean (a) the issuance, vesting
                                            and/or exercise of options, warrants, restricted stock, restricted stock units or other common
                                            stock purchase rights issued (or to be issued) to employees, officers or directors of, or
                                            consultants or advisors to, the Company for compensatory purposes (including but not limited
                                            to bonuses), (b) issuances of securities pursuant to the exercise or conversion of preferred
                                            stock, options, warrants or any evidence of indebtedness, shares of capital stock (other
                                            than Common Stock) or other securities convertible into or exchangeable for Common Stock
                                            outstanding prior to the Effective Date, (c) securities issued pursuant to any merger, acquisition
                                            or strategic transaction approved by a majority of the directors of the Company, provided
                                            that any such issuance shall only be to a Person (as defined in the Notes) (or to the equity
                                            holders of a Person (as defined in the Notes)) which is, itself or through its subsidiaries,
                                            an operating company or an owner of an asset in a business synergistic with the business
                                            of the Company and which shall reasonably be expected to provide to the Company additional
                                            benefits, but shall not include a transaction in which the Company is issuing securities
                                            primarily for the purpose of raising capital or to an entity whose primary business is investing
                                            in securities, and (d) debt securities of the Company (which may be convertible into Common
                                            Stock) in the aggregate principal amount of up to $2,000,000.00 so long as (i) such debt
                                            securities are expressly junior to the Company’s obligations under the Notes and (ii)
                                            a Dilutive Issuance (as defined in the Exchange Warrants) would not be deemed to have occurred
                                            as a result of such issuance.



 






    	 



     


    

 


		4.	Representations
                                            and Warranties of the Company. Each of the representations and warranties of the Company
                                            in the Purchase Agreement are true and correct as of the Effective Date and incorporated
                                            by reference herein. Additionally, the Company agrees to the representations, warranties
                                            and covenants set forth on Annex A attached hereto.



 


		5.	Representations
                                            and Warranties of the Holder. Each of the representations and warranties of the Holder
                                            in the Purchase Agreement are true and correct as of the Effective Date and incorporated
                                            by reference herein.



 


		6.	Disclosures.
                                            On or before 9:00 a.m. (New York City time) on November 15, 2022, the Company shall file
                                            a Current Report on Form 8-K with the Securities and Exchange Commission disclosing all material
                                            terms of the transactions contemplated hereunder, including this Agreement as an exhibit
                                            thereto (“8-K Filing”). From and after the issuance of the 8-K Filing,
                                            the Company represents to the Holder that it shall not be in possession of any material,
                                            nonpublic information received from the Company, any of its Subsidiaries or any of their
                                            respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing.
                                            In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees
                                            that any and all confidentiality or similar obligations under any agreement, whether written
                                            or oral, between the Company, any of its Subsidiaries or any of their respective officers,
                                            directors, employees or agents, on the one hand, and the Holder or any of its affiliates,
                                            on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries
                                            and its and each of their respective officers, directors, employees and agents, not to, provide
                                            the Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries
                                            from and after the Effective Date without the express prior written consent of the Holder.
                                            To the extent that the Company, any of its Subsidiaries or any of their respective officers,
                                            directors, employees or agents, delivers any material, non-public information to the Holder
                                            without the Holder’s consent, the Company hereby covenants and agrees that the Holder
                                            shall not have any duty of confidentiality with respect to, or a duty not to trade on the
                                            basis of, such material, non-public information.



 






    	 



     


    

 


		7.	Amendments;
                                            Waivers; No Other Amendment. No provision of this Agreement may be waived, modified,
                                            supplemented or amended except in a written instrument signed by the Company and the Holder.
                                            No waiver of any default with respect to any provision, condition or requirement of this
                                            Agreement 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 party to exercise any right hereunder in any manner impair the exercise
                                            of any such right. Except as expressly modified by this Agreement, all terms, conditions
                                            and covenants contained in the Note and Exchange Warrant shall remain in full force and effect.



 


		8.	Successors
                                            and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties
                                            and their successors and permitted assigns. The Company may not assign this Agreement or
                                            any rights or obligations hereunder without the prior written consent of the Holder (other
                                            than by merger). The Holder may assign any or all of its rights under this Agreement to any
                                            Person to whom the Holder assigns or transfers any Securities, provided that such transferee
                                            agrees in writing to be bound, with respect to the transferred Securities, by the provisions
                                            of the documents that apply to the Holder.



 


		9.	Severability.
                                            If any term, provision, covenant or restriction of this Agreement is held by a court of competent
                                            jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
                                            covenants and restrictions set forth herein shall remain in full force and effect and shall
                                            in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
                                            reasonable efforts to find and employ an alternative means to achieve the same or substantially
                                            the same result as that contemplated by such term, provision, covenant or restriction. It
                                            is hereby stipulated and declared to be the intention of the parties that they would have
                                            executed the remaining terms, provisions, covenants and restrictions without including any
                                            of such that may be hereafter declared invalid, illegal, void or unenforceable.



 


		10.	Interpretation.
                                            No provision of this Agreement shall be interpreted or construed against any party hereto
                                            because that party or its legal representative drafted it.



 


		11.	Independent
                                            Nature of Holder. The Company acknowledges and agrees that the obligations of the Holder
                                            under this Agreement are several and not joint with the obligations of any other holder of
                                            Exchange Warrants or Notes (each, an “Other Holder”) under any other agreement
                                            related to the exercise of such warrants (“Other Warrant Exchange Agreement”),
                                            and the Holder shall not be responsible in any way for the performance of the obligations
                                            of any Other Holder or under any such Other Warrant Exchange Agreement. Nothing contained
                                            in this Agreement, and no action taken by the Holder pursuant hereto, shall be deemed to
                                            constitute the Holder and the Other Holders as a partnership, an association, a joint venture
                                            or any other kind of entity, or create a presumption that the Holder and the Other Holders
                                            are in any way acting in concert or as a group with respect to such obligations or the transactions
                                            contemplated by this Agreement and the Company acknowledges that the Holder and the Other
                                            Holders are not acting in concert or as a group with respect to such obligations or the transactions
                                            contemplated by this Agreement or any Other Warrant Exchange Agreement. The Company and the
                                            Holder confirm that the Holder has independently participated in the negotiation of the transactions
                                            contemplated hereby with the advice of its own counsel and advisors. The Holder shall be
                                            entitled to independently protect and enforce its rights, including, without limitation,
                                            the rights arising out of this Agreement, and it shall not be necessary for any Other Holder
                                            to be joined as an additional party in any proceeding for such purpose.



 






    	 



     


    

 


		12.	Most
                                            Favored Nation. The Company hereby represents and warrants as of the Effective Date and
                                            covenants and agrees from and after the Effective Date until the three (3) month anniversary
                                            of the Effective Date that none of the terms offered to any Other Holder with respect to
                                            any Other Warrant Exchange Agreement (or any amendment, modification or waiver thereof),
                                            is or will be more favorable to such Other Holder than those of the Holder under this Agreement.
                                            If, from and after the Effective Date until the three (3) month anniversary of the Effective
                                            Date, the Company enters into an Other Warrant Exchange Agreement, then (i) the Company shall
                                            provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the
                                            terms and conditions of this Agreement shall be, without any further action by the Holder
                                            or the Company, automatically amended and modified in an economically and legally equivalent
                                            manner such that the Holder shall receive the benefit of the more favorable terms and/or
                                            conditions (as the case may be) set forth in such Other Warrant Exchange Agreement (including
                                            the issuance of additional Exchange Shares or the issuance of new common stock purchase warrants
                                            to the Other Holder), including, without limitation, the same price discount and the same
                                            issuance of new warrants as in the Other Warrant Exchange Agreement, provided that upon written
                                            notice to the Company at any time the Holder may elect not to accept the benefit of any such
                                            amended or modified term or condition, in which event the term or condition contained in
                                            this Agreement shall apply to the Holder as it was in effect immediately prior to such amendment
                                            or modification as if such amendment or modification never occurred with respect to the Holder.
                                            The provisions of this paragraph shall apply similarly and equally to each Other Warrant
                                            Exchange Agreement.



 


		13.	Fees;
                                            Expenses; Choice of Law. Except as expressly set forth herein, each party shall pay the
                                            fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
                                            other expenses incurred by such party incident to the negotiation, preparation, execution,
                                            delivery and performance of this Agreement. The Company shall pay all transfer agent fees,
                                            stamp taxes and other taxes and duties levied in connection with the delivery of any Exchange
                                            Shares. This Agreement shall be governed by the laws of the State of New York without regard
                                            to the principles of conflicts of law thereof.



 


		14.	Counterparts.
                                            This Agreement may be executed in two or more counterparts, each of which when so executed
                                            and delivered to the other party shall be deemed an original. The executed page(s) from each
                                            original may be joined together and attached to one such original and shall thereupon constitute
                                            one and the same instrument. Such counterparts may be delivered via facsimile, electronic
                                            mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act
                                            of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
                                            shall be deemed to have been duly and validly delivered and be valid and effective for all
                                            purposes..



 


***************


 






    	 



     


    

 


To
accept this offer, Holder must counter execute this Agreement and return the fully executed copy to the Company at e-mail: robert.mattacchione@novointegrated.com,
attention: Robert Mattacchione, on or before 11:59 pm (New York City time) on November 14, 2022.


 


Please
do not hesitate to call me if you have any questions.


 


	 	Sincerely yours,
	 	 
	 	NOVO INTEGRATED SCIENCES, INC.
	 	
	 	By:	 /s/ Robert Mattacchione
	 	Name:	Robert Mattacchione
	 	Title:	 Chief Executive Officer







 


Accepted
and Agreed to:


 


Name
of Holder: Hudson Bay Master Fund Ltd.


 


Signature
of Authorized Signatory of Holder: /s/ Richard Allison


 


Name
of Authorized Signatory: Richard Allison


 


Title
of Authorized Signatory: Authorized Signatory (Hudson Bay Capital Management LP, not individually, but solely as Investment Advisor
to Hudson Bay Master Fund Ltd.)


 


Exchange
Warrant Shares: 2,916,667


 


Exchange
Shares: 2,916,667





 


DTC
Instructions:


 






    	 



     


    

 


Annex
A


 


Representations,
Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:


 


(a) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this agreement by
the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection
therewith. This letter agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


(b) No
Conflicts. The execution, delivery and performance of this agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of
incorporation, bylaws or other organizational or charter documents; or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with
or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which such Company is a party or by which any property or asset of the
Company is bound or affected; or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company is bound or affected.


 


(c) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of this agreement, other than: (i) the filings required pursuant
to Section 2 of this Agreement and (ii) such filings as are required to be made under applicable state securities laws.


 


(d) Nasdaq
Corporate Governance. The transactions contemplated under this letter agreement, comply with all rules of the Nasdaq Stock Market.