Exhibit
10.1


 


AMENDMENT
No. 3 to


 


SHARE
EXCHANGE AGREEMENT


 


Dated:
October 22, 2021


 


THIS
AMENDMENT No. 3 to the SHARE EXCHANGE AGREEMENT (“Amendment No. 3”) is entered into and effective as of October
22, 2021, by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (“Parent”), (ii) Novo Healthnet
Limited, a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada (“NHL”
or the “Buyer”), (iii) Acenzia Inc., an Ontario Canada corporation (“ACZ”), (iv) Avec8 Holdings
Inc., a Canadian Federal corporation (“Avec8”), Ambour Holdings Inc., an Ontario Canada corporation (“Ambour”),
Indrajit Sinha a Canadian resident (“IS”), Grant Bourdeau, a Canadian resident (“GB”) and Derrick
Bourdeau a Canadian resident (“DB”). Collectively, Avec8, Ambour, IS, GB and DB represent all shareholders of ACZ
(the “ACZ Shareholders”).


 


Each
of the Parent, NHL, ACZ and the ACZ Shareholders, may be referred to herein individually as a “Party” and collectively
as the “Parties.” The Parent and NHL collectively may be referred to herein as the “Company”. The
ACZ Shareholders and ACZ collectively may be referred to herein as the “ACZ Parties”.


 


WITNESSETH


 


WHEREAS,
the Parent, NHL, ACZ and the ACZ Shareholders are parties to that certain Share Exchange Agreement, dated as of May 28, 2021 and closed
on June 24, 2021 (the “Original Agreement”), resulting in NHL owning all of the ACZ Purchased Shares, representing
100% of the issued and outstanding shares in ACZ and the ACZ Shareholders receiving NHL Exchangeable Preferred Shares in consideration
for the Purchased Shares; and


 


WHEREAS,
on September 22, 2021, the Parties entered into an Amendment No. 1 (“Amendment No. 1”) amending certain terms and
provisions of the Original Agreement, and


 


WHEREAS,
on October 7, 2021, the Parties entered into an Amendment No. 2 (“Amendment No. 2”) amending certain terms and provisions
of the Original Agreement and Amendment No. 1, and


 


WHEREAS,
the Parties hereto desire to amend certain terms and provisions of the Original Agreement, as set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth herein and for other valuable consideration, the sufficiency
of which is hereby acknowledged, the Parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows:


 


	 	1.	Definitions.
  Defined terms used herein without definition shall have the meaning given them in the Original Agreement.




 


	 	2.	Amendments
  to the Original Agreement.




 


	 	2.1	Certain
    of the Recitals related to the ACZ shareholdings of Indrajit Sinha (“IS”) and Grant Bourdeau (“GB”),
    both Canadian residents, are deleted and replaced with:


 


	 	WHEREAS,
    IS holds 100 Class 3 common shares, 3,000 Class 2 common shares and 2,991,740 Class A special shares in ACZ (the “IS
    Shares”); and
	 	 
	 	WHEREAS,
    GB holds 100 Class 1 common shares, 3,000 Class 2 common shares, 2,522,532 Class A special shares, 617,208 Class B special shares
    (the “GB Shares”); and



 







    	 



    	 



    

 





	 	2.2	Exhibit
    A of the Original Agreement is deleted and replaced with the attached Exhibit A,  Amendment No. 3 (dated 10/22/21).


 


	 	3.	Effect
    of Amendment No. 3 to the Original Agreement, Amendment No. 1, and Amendment No. 2


 


	 	3.1	Ratification.
    Except as expressly modified by this Amendment No. 3, all terms of the Original Agreement, Amendment No. 1, and Amendment No. 2 shall
    remain in full force and effect and are hereby ratified and confirmed in their entirety.
	 	 	 
	 	3.2	No
    Waivers. The execution, delivery and performance of this Amendment No. 3 will not, except as expressly provided herein, constitute
    a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties under, the Original Agreement,
    Amendment No. 1, or Amendment No. 2, or any other document relating to the Original Agreement, Amendment No. 1, or Amendment No.
    2.
	 	 	 
	 	3.3	References.
    On and after the effective date hereof, each reference in the Original Agreement to “this Original Agreement,” “Agreement,”
    “hereunder,” “hereof,” “herein” or words of like import referring to the Original Agreement,
    and each reference in any other document relating to the “Agreement,” “Original Agreement,” “thereunder,”
    “thereof,” or words of like import referring to the Agreement, means and references the Agreement as amended hereby.


 


	 	4.	Miscellaneous.


 


	 	4.1	Counterparts.
    This Amendment No. 3 may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together
    shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this
    Amendment No. 3 shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on
    the transmitted copy.
	 	 	 
	 	4.2	Governing
    Law. This Amendment No. 3 shall be governed by, enforced, and construed under and in accordance with the Laws of the Province
    of Ontario, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents
    and agrees that any legal or equitable action or proceedings arising under or in connection with this Amendment No. 3 shall be brought
    exclusively, as provided for in the Original Agreement, in the province or federal courts of Canada with jurisdiction in Ontario.
    By execution and delivery of this Amendment No. 3, each Party hereto irrevocably submits to and accepts, with respect to any such
    action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid courts, and irrevocably waives any and all
    rights such Party may now or hereafter have to object to such jurisdiction.
	 	 	 
	 	4.3	The
    headings contained in this Amendment No. 3 are intended solely for convenience and shall not affect the rights of the Parties.


 


[Signatures
Appear on Following Page]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the date first-above written.


 


	 	Novo
    Integrated Sciences, Inc.	 
	 	 	 	 
	 	By:	/s/
    Robert Mattacchione	 
	 	 	Robert
    Mattacchione, CEO	 
	 	 	 	 
	 	Novo
    Healthnet Limited	 
	 	 	 	 
	 	By:	/s/
    Robert Mattacchione	 
	 	 	Robert
    Mattacchione, Chairman	 
	 	 	 	 
	 	Acenzia
    Inc.	 
	 	 	 	 
	 	By:	/s/
    Grant Bourdeau	 
	 	 	Grant
    Bourdeau, Co-President/Co-Founder	 
	 	 	 	 
	 	Ambour
    Holdings Inc.	 
	 	 	 	 
	 	By:
    	/s/
    Grant Bourdeau	 
	 	 	Grant
    Bourdeau, CEO/President	 
	 	 	 	 
	 	Avec8
    Holdings Inc.	 
	 	 	 	 
	 	By:	/s/
    Indraji Sinha	 
	 	 	Indrajit
    Sinha, CEO/President	 
	 	 	 	 
	 	Indrajit
    Sinha, an Individual Canadian Citizen	 
	 	 	 	 
	 	By:
    	/s/
    Indrajit Sinha	 
	 	 	Indrajit
    Sinha	 
	 	 	 	 
	 	Grant
    Bourdeau, an Individual Canadian Citizen	 
	 	 	 	 
	 	By:	/s/
    Grant Bourdeau	 
	 	 	Grant
    Bourdeau	 
	 	 	 	 
	 	Derrick
    Bourdeau, an Individual Canadian Citizen	 
	 	 	 	 
	 	By:	/s/
    Derrick Bourdeau	 
	 	 	Derrick
    Bourdeau	 


 




    	 



    	 



    

 


EXHIBIT
A


Amendment
No. 3 (dated 10/22/21)


ACZ
Shareholder’s Percent Ownership,


NHL
Exchangeable Preferred Shares Issued and


Novo
Integrated Sciences, Inc. Allotted Common Stock Ledger


 


As
provided for in the Original Agreement and Amendment No. 2, within 120 days from Closing of the Original Agreement, based on Closing
Working Capital Adjustment and the audited Final Closing Balance Sheet the Post Closing Adjustment provides for the Adjusted Purchase
Price of $14,162,795.


 





	ACZ
    Shareholder	 	Class
    1 Common	 	 	Class
    2 Common	 	 	Class
    3 Common	 	 	Class
    A Special	 	 	Class
    B Special	 	 	Class
    C Special	 	 	Class
    D Special	 	 	%
    of ACZ Owned (Percent)	 	 	NHL
    Exchangeable Preferred shares to be Issued (100 Total)	 	 	Novo
    Integrated Sciences Restricted Common Shares Allotted for Exchange 1	 
	Ambour
    Holdings Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	625,000	 	 	 	 	 	 	 	3.50	%	 	 	3.5	 	 	 	126,777	 
	Avec8
    Holdings Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	773,000	 	 	 	4.33	%	 	 	4.33	 	 	 	156,841	 
	Indrajit
    Sinha	 	 	 	 	 	 	3,000	 	 	 	100	 	 	 	2,991,740	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	39.67	%	 	 	39.67	 	 	 	1,436,926	 
	Grant
    Bourdeau	 	 	100	 	 	 	3,000	 	 	 	 	 	 	 	2,522,532	 	 	 	617,208	 	 	 	 	 	 	 	 	 	 	 	40.50	%	 	 	40.5	 	 	 	1,466,991	 
	Derrick
    Bourdeau	 	 	 	 	 	 	800	 	 	 	 	 	 	 	525,000	 	 	 	561,777	 	 	 	 	 	 	 	 	 	 	 	12.00	%	 	 	12	 	 	 	434,664	 
	TOTALS	 	 	100	 	 	 	6,800	 	 	 	100	 	 	 	6,039,272	 	 	 	1,178,985	 	 	 	625,000	 	 	 	773,000	 	 	 	100.00	%	 	 	100	 	 	 	3,622,199	 



 


Note
1: Based on the Adjusted Purchase Price of $14,162,795 divided by $3.91/share = 3,622,199 total NVOS restricted share allotment.


 


	Initials:	 	RM	 	RM	 	GB	 	GB	 	GB	 	IS
    	 	IS	 	DB
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	RM,
    NVOS	 	RM,
    NHL	 	GB,
    ACZ	 	GB,
    Ambour	 	GB,
    Ind  	 	IS,
    Avec8	 	IS,
    Ind  	 	DB,
    Ind


 




    	Exhibit
                                            A