NOVO
    INTEGRATED SCIENCES INC.



 


December
20, 2017


 


Brands
International Corporation


Attn:
Mark Rubinoff, CEO


 




RE:
Letter of Intent for the Acquisition by Novo Integrated Sciences Inc. of 60% of all issued and outstanding equity stock of Brands
International Corporation in exchange for Debt Financing arranged or provided by Novo Integrated Sciences Inc.


 







Mr.
Rubinoff,

 




This
binding letter of intent (“LOI” or “Letter”) is to generally record terms and conditions
of the proposed agreement whereby Novo Integrated Sciences Inc., a Nevada corporation (“NVOS” or “Novo”)
will acquire sixty percent (60%) of all issued and outstanding shares of Brands International Corporation, a limited company
incorporated under the laws of Ontario (“BRANDS”) in exchange for the arrangement of secured debt financing
arranged or provided by NVOS in exchange NVOS will receive sixty percent (60%) of all share capital of BRANDS (the “Transaction”).
This Letter represents only our good-faith intention to negotiate and execute a Definitive Agreement in a form acceptable to both
NVOS and BRANDS.


 






Statements
below as to what we, or you, will do, or agree to do, or the like, are so expressed for convenience only, and are understood in
all instances (except for the items identified below in Section 9 and Section 10) to be subject to our mutual continued willingness
to proceed with the Transaction.


 


The
following paragraphs reflect our understanding of the Transaction (as defined below) but do not constitute a complete statement
of, or legally binding or enforceable agreement or commitment that can be interpreted as a definitive agreement, with respect
to the matters described therein until such time as a definitive agreement has been completed:


 






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	 	1.	Structure:
    The parties intend to enter into a share transfer transaction or other similar business combination in which:


 


	 	i.	Prior
    to, and as a condition of closing, BRANDS will take the necessary and appropriate steps to identify all capital stock, options,
    warrants or any other form of promise resulting in the issuing of stock now or at any time in the future.
	 	 	 
	 	ii.	Novo
    will provide or arrange TWO MILLION THREE HUNDRED AND FIFTY THOUSAND CANADIAN DOLLARS (CAD$2,350,000) in debt financing at
    a rate of no more than ten percent (10%) per annum and no less than eight percent (8%) per annum, with a term to be negotiated
    and BRANDS will transfer 60% percent of all share capital in BRANDS to NVOS.
	 	 	 
	 	iii.	Upon
    completion of the Transaction, NVOS will own 60% of all the issued and outstanding shares of BRANDS and BRANDS shall be a
    partially- owned foreign subsidiary of NVOS.
	 	 	 
	 	iv.	NVOS
    and Mark Rubinoff will enter into a mutually agreed upon unanimous shareholder agreement.
	 	 	 
	 	v.	NVOS
    will enter into a management agreement with Mark Rubinoff and DJ Rubinoff.
	 	 	 
	 	vi.	NVOS
    will provide Mark Rubinoff with a buy out structure for the remaining forty percent of the BRANDS’ shares with a trigger
    date of twenty-four months from the Transaction closing.





 


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





 


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





 






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	 	5.	Other
    Conditions. The Definitive Agreement shall include, but will not be limited to, the following:


 


	 	i.	the
    parties having completed a due diligence investigation the results of which are satisfactory to the parties their sole discretion;
	 	 	 
	 	ii.	at
    the time of the Transaction, BRANDS will have no liabilities, contingent or otherwise, unless such liabilities have been specifically
    agreed to by NVOS in writing;
	 	 	 
	 	iii.	BRANDS
    will have received all regulatory approvals required to complete the Transaction;
	 	 	 
	 	iv.	the
    parties agree to cooperate to prepare for filing the necessary current reports with the Securities and Exchange Commission
    with respect to the Transaction, including a Form 8-K, within the regulatory required time limits following the closing of
    the Transaction if required.
	 	 	 
	 	v.	the
    representations and warranties of contained herein shall be true and correct in all material respects as of the closing of
    the Transaction; and
	 	 	 
	 	vi.	no
    material adverse change shall have occurred in the business, assets, liabilities, results, financial condition, affairs or
    prospects of BRANDS from the date hereof to the closing of the Transaction.





 


	 	6.	Confidentiality:
    Each party agrees that, subject to compliance with applicable laws, it will keep confidential, and not release to any other
    person, this proposal, the contents of this Binding Letter of Intent and any of the proprietary business, technical or other
    information obtained by it during its due diligence inquiries and any related negotiations. Each party’s obligations
    in this respect shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties
    or the termination of this LOI.
	 	 	 
	 	7.	Disclosure:
    No public announcement concerning the Transaction contemplated herein or the status of the discussions between the parties
    hereto shall be made by either party unless and until the same has been approved by both parties hereto, unless such disclosure
    is required by any government laws, rules or regulations, by any government regulatory authorities or any stock exchange having
    jurisdiction over either party provided prior written notice is provided to the other party respecting such disclosure or
    public announcement and such party has been provided reasonable opportunity to review and comment on the proposed disclosure.
	 	 	 
	 	8.	Costs:
    The parties will each be solely responsible for and bear their own respective expenses, including, without limitation, expenses
    of legal counsel, accountants, and other
	 	 	 
	 	 	advisors,
    incurred at any time in connection with pursuing or consummating the Transaction. Each party’s obligations in this respect
    shall survive the closing of the Transaction or any termination of the proposed Transaction between the parties. It is expressly
    understood that both parties’ counsel will be together, responsible for preparing the documents required to complete
    the Transaction including the filing statement required to be filed with the Exchange in connection with the Transaction.
	 	 	 
	 	9.	Exclusivity:
    The parties hereby agree that from the date hereof until the earlier of (i) January 30, 2018 (the “Termination Date”)
    and (ii) the date the parties enter into the Definitive Agreement, at which time this LOI shall automatically become null
    and void and of no further force or effect, that neither party, their respective directors, officers, agents and representatives
    will, directly or indirectly:


 






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	 	i.	solicit,
    initiate or encourage the initiation of any expression of interest, inquiries or proposals regarding, constituting or that
    may reasonably be expected to lead to any merger, amalgamation, take-over bid, tender offer, arrangement, recapitalization,
    liquidations, dissolution, share exchange, sale of material assets involving the parties or a proposal or offer to do so (the
    “Acquisition Proposal”) (including without limitation, any grant of an option or other right to take any
    such action);
	 	 	 
	 	ii.	participate
    in any discussions or negotiations regarding an Acquisition Proposal;
	 	 	 
	 	iii.	accept
    or enter into, or propose publicly to accept or enter into, any agreement, letter of intent, memorandum of understanding or
    any arrangement in respect of an Acquisition Proposal; and
	 	 	 
	 	iv.	otherwise
    cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to do any of the
    foregoing.
	 	 	 
	 	v.	Brands
    shall not solicit funds in any secured or unsecured debt form resulting in a change in the company’s financials unless
    NVOS is made aware of such solicitation in writing.





 


	 	10.	Binding
    Effect: The consummation of the Transaction is subject to the entry of the Definitive Agreement and, except for this Section
    10 and Section 6 (Confidentiality), Section 7 (Disclosure), Section 8 (Costs), Section 9 (Exclusivity), Section 11 (Termination)
    and Section 12 (Governing Laws) that are intended to create binding obligations, it is understood that no legal obligation
    or liability will be created by this letter of intent as against the parties. The Definitive Agreement is subject to the board
    approval of each of the parties.
	 	 	 
	 	11.	Termination:
    If the Definitive Agreement is not negotiated and executed by both parties on or before the Termination Date, or such
    other date as agreed to by the parties in writing, the terms of this LOI will be of no further force or effect except for
    Section 6
	 	 	(Confidentiality),
    Section 8 (Costs) and Section 12 (Governing Laws), which sections will remain in effect for a period of one (1) year following
    the date this LOI is terminated.


 






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	 	12.	Governing
    Laws: This Letter of Intent will be governed by and be construed in accordance with the laws of the Province of Ontario
    and the federal laws of Canada applicable therein. The parties agree that any dispute arising out of or relating to this LOI
    shall be subject to the exclusive jurisdiction of the courts in and for the Province of Ontario and each party agrees to submit
    to the personal and exclusive jurisdiction and venue of such courts. Governing law and jurisdiction regarding the Definitive
    Agreement shall be negotiated between and agreed to by the parties and set out in the Definitive Agreement.



 


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


 


	Very
    truly yours,	 
	/s/
    Chris David	 
	President	 


 


	Acknowledged
    and Accepted	 	 
	 	 	 
	/s/
    Chris David	 	December
    26, 2017
	Chris
    David, President	 	Date
	Novo
    Integrated Sciences Inc.	 	 
	 	 	 
	Acknowledged
    and Accepted:	 	 
	 	 	 
	/s/
    Mark Rubinoff	 	December
    21, 2017
	Mark
    Rubinoff, CEO Date	 	 
	Brands
    International Corporation	 	 


 






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