Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as October 22, 2021, is entered into by and between Odyssey Group Intl Inc.,
a Nevada corporation, (the “Company”), and Lincoln Park Capital, LLC (the “Buyer”).


 


A.       The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “1933 Act”).


 


B.       Upon
the terms and conditions stated in this Agreement, the Buyer desires to purchase and the Company desires to issue and sell, upon the terms
and conditions set forth in this Agreement (i) a Stock Purchase of the Company, in the form hereto (the "Stock Purchase Agreement"),
in the amount of two hundred fifty thousand dollars ($250,000.00) (the "Stock Purchase Amount", (ii) eight hundred thirtythree
thousand three hundred and thirty-three (833,333) restricted common shares in the Company ("Common Shares") to be delivered
to Buyer within seven (7) calendar days following the Closing Date, (iii) six hundred sixty-six thousand six hundred sixty-seven (666,667)
restricted common shares in the Company ("Inducement Shares") to be delivered to Buyer within seven (7) calendar days following
the Closing Date, (iv) eight hundred thirty-three thousand three hundred and thirty-three (833,333) Warrants exercisable at $0.50 per
common share in the Company expiring in five years ("Warrants") to be delivered to Buyer within seven (7) calendar days following
the Closing Date.


 


NOW THEREFORE, the
Company and the Buyer hereby agree as follows:


 


1.1.            
Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company the (i) Stock in the original principal amount of two hundred fifty thousand dollars ($250,000.00) and (ii)
eight hundred thirty-three thousand three hundred and thirty-three (833,333) restricted common shares in the Company ("Common Shares"),
(iii) six hundred sixty-six thousand six hundred sixty-seven (666,667) restricted common shares in the Company ("Inducement Shares"),
(iv) eight hundred thirty-three thousand three hundred and thirty-three (833,333) Warrants exercisable at $0.50 per common share in the
Company expiring in five years


 


1.2.            
("Warrants") (collectively the "Securities"). Form of Payment. On the Closing Date, (i) the Buyer shall
pay the purchase price of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Purchase Price”) at the Closing (as
defined below) by wire transfer of immediately available funds to a Company account designated by the Company, in accordance with the
Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed
Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


1.3.            
Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing
Date”) shall be on or about October 22, 2021, or such other mutually agreed upon time. The closing of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.


 


 


 






    	 	1	 



     


    

 


2.                  
Buyer’s Investment Representations; Governing Law; Miscellaneous.


 


2.1   Buyer’s Investment Representations.


 


		(a)	This Agreement is made in reliance upon the Buyer’s representation to the Company, which by its acceptance hereof Buyer hereby
confirms, that the Securities to be received by it will be acquired for investment for its own account, not as a nominee or agent, and
not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation
in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of its property shall
at all times be within its control.



		(b)	The Buyer understands that the Securities are not registered under the 1933 Act, on the basis that the sale provided for in this Agreement
and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(a)(2) thereof, and
that the Company’s reliance on such exemption is predicated on the Buyer’s representations set forth herein. The Buyer realizes
that the basis for the exemption may not be present if, notwithstanding such representations, the Buyer has in mind merely acquiring shares
of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The
Buyer does not have any such intention.



		(c)	The Buyer understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the 1933
Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available
exemption from registration under the 1933 Act, the Stock must be held indefinitely. In particular, the Buyer is aware that the Securities
may not be sold pursuant to Rule 144 or Rule 701 promulgated under the 1933 Act unless all of the conditions of the applicable
Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Company.
Such information is not now available, and the Company has no present plans to make such information available. The Buyer represents that,
in the absence of an effective registration statement covering the Securities, it will sell, transfer, or otherwise dispose of the Securities
only in a manner consistent with its representations set forth herein and then only in accordance with the provisions of Section 2(d)
hereof.



		(d)	The Buyer agrees that in no event will it make a transfer or disposition of any of the Securities (other than pursuant to an effective
registration statement under the 1933 Act), unless and until (i) the Buyer shall have notified the Company of the proposed disposition
and shall have furnished the Company with a statement of the circumstances surrounding the disposition, and (ii) if requested by
the Company, at the expense of the Buyer or transferee, the Buyer shall have furnished to the Company either (A) an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the 1933 Act or (B) a
“no action” letter from the Securities and Exchange Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect
thereto. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance with Rule
144.



		(e)	The Buyer represents and warrants to the Company that it is an “accredited investor” within the meaning of Securities
and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the
California Corporations Code, he or she is excluded from the count of “purchasers” pursuant to Rule 260.102.13 thereunder.



 


2.2              
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without
regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in Nevada. The parties to this
Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any
defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Agreement
or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability
of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being
served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE COMPANY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


 


 






    	 	2	 



     


    

 


2.3              
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but
all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party.


 


2.4              
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


2.5              
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified
to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


2.6              
Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the Buyer.


 


2.7              
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of:


 


2.7.1         
the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer,
or by confirmed facsimile,


 


2.7.2         
the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or


 


2.7.3         
the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each
case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may
designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):


 


If to the Company, to:


 


Odyssey Group Intl, Inc.


ATT: Joseph Redmond, CEO


2372 Morse Ave


Irvine, CA 92614


Email: michael@odysseygi.com


 


With Copy to which shall not constitute notice:


 


Joshua D. Brinen, Esq.


Brinen & Associates, LLC


90 Broad Street, Tenth Floor


New York, New York 10004


 


Telephone (212) 330-8151


Facsimile (212) 227-0201


 


jbrinen@brinenlaw.com


 


 


 






    	 	3	 



     


    

 


If to the Buyer:


 


Josh Scheinfeld, President


Phone: 312-822-9300


Email: jscheinfeld@lpcfunds.com


 


2.8              
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be
assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Buyer, which
consent may be withheld at the sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially
all of the Company’s assets or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay such
consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Buyer hereunder
may be assigned by Buyer to a third party, including its financing sources, in whole or in part, without the need to obtain the Company’s
consent thereto.


 


2.9              
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


2.10          
Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company
agrees to indemnify and hold harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth
in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


2.11          
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


2.12          
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in
equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach
of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without
any bond or other security being required.


 


2.13          
Buyer’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction
Documents on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right,
power, and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such
order as the Buyer may deem expedient.


 


2.14          
Ownership Limitation. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock in payment
of interest or principal under Note so that the Buyer would, together with other shares of Common Stock held by it or its Affiliates,
own or beneficially own by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 4.99% of
the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”), the Company shall not be
obligated and shall not issue to the Buyer shares of Common Stock which would exceed the Maximum Percentage (subject to the waiver in
Section 3(c)(i) of the Note), but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of shares
of Common Stock by the Buyer. The foregoing limitations are enforceable, unconditional and non-waivable and shall apply to all Affiliates
and assigns of the Buyer.


 


 


 






    	 	4	 



     


    

 


2.15          
No Shorting. For so long as Buyer holds any securities of Company, neither Buyer nor any of its Affiliates will engage in
or effect, directly or indirectly, any Short Sale of Common Stock.


 


2.16          
Attorneys’ Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the
terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall
be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’
fees and expenses  paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment
based upon the individual claims or defenses  giving rise to the fees and expenses.  Nothing herein shall restrict or impair
a court’s power.


 


2.17          
Execution by Facsimile or PDF. This Agreement may be executed by facsimile or portable document format, which shall have
the same effect and force as an original signature.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Remainder of page intentionally left blank;
signature page to follow]


 


 






    	 	5	 



     


    

 


SUBSCRIPTION AMOUNT:


	Purchase Price:	$250,000.00


 


 


IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


 


THE COMPANY:


 


	
    Odyssey Group Intl, Inc.

     
	 
	By:  /s/ Joseph Michael Redmond	 
	
    Mr. Joseph Michael Redmond

    Chief Executive Officer
	 
	
     

     
	 
	
     

    THE BUYER:

     

    Lincoln Park Capital Fund, LLC

     

     

    By: Lincoln Park Capital, LLC

    By: Rockledge Capital Corporation
	 
	
    By: /s/ Josh Scheinfeld 

    Josh Scheinfeld, President

     
	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	6