Exhibit 10.1


 


AMENDMENT


TO


CONVERTIBLE PROMISSORY NOTE


 


This AMENDMENT (this
"Amendment") is entered into by and between Company and Holder (each as defined below), effective as of March 31, 2022
(the "Effective Date"), binding on the undersigned parties as of that date.


 


RECITALS


 


Odyssey Group International,
Inc. ("Company") and Tysadco Partners, LLC ("Holder") entered into that certain Convertible Promissory
Note (the "Note") dated August 29, 2021 in the amount of $250,000.00 (the "Loan Amount"). Capitalized
terms not otherwise defined have the meaning set forth in the Note.


 


WHEREAS, the
parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.               
Extension of Maturity Date. The Maturity Date of the Note is amended and extended to March 1, 2023.


 


2.               
Compensation for Extension. In exchange for the extension of the Maturity Date, $25,000.00 shall be added to the principal
amount outstanding on the Note between the Company and Holder as of the Effective Date hereof, making the principal owed $275,000.00


 


3.               
Conversion Moratorium. Unless an Event of Default (as defined in the Note or under this Amendment) exists between the
Effective Date hereof and the Maturity Date, Holder shall not convert any of the amounts due under the Note. However, upon occurrence
of any Event of Default under the Note, this section shall be null, void, and of no effect.


 


4.               
Effectiveness; Conflict. Except as modified hereby, the Note and terms thereof shall remain in full force and effect.
On and after the effectiveness of this Amendment, each reference in the Notes to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Note, as amended by this Amendment. To the extent the
terms of this Amendment conflict with any provision of the Note or any of the documents referenced therein, then the provisions of this
Amendment shall control.


 


5.               
All Other Terms. All other terms and conditions of the Note remain unchanged and in full force and effect.


 


6.               
Counterparts. This Amendment may be executed by facsimile transmission and in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same agreement.


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 






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IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.


 


 


 


COMPANY


 


ODYSSEY GROUP INTERNATIONAL, INC.


 


 


BY: /s/ J. Michael Redmond     


        Chief Executive Officer


 


 


 


 


HOLDER


 


Tysadco Partners, LLC


 


 


By: /s/ Stephen Hart                  


        Managing Member


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO AMENDMENT NO 1. TO THE CONVERTIBLE
PROMISSORY NOTE]


 






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