Exhibit
10.2


 


Waiver
and Amendment 


 


Dated
as of October 13, 2022


 


[Hudson
Bay Master Fund Ltd.]


 


This
Waiver and Amendment (this “Waiver”), dated as of the date first set forth above (the “Waiver Date”), is entered
into by and between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) and Hudson Bay Master Fund Ltd.
(the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as
the “Parties.”


 


WHEREAS,
the Holder is the holder of that certain Warrant to Purchase Common Stock, dated as of December 14, 2021, issued by the Company to the
Holder (the “Warrant”), and the Holder now desires to waive certain provisions of the Warrant, and the Parties desire to
amend certain provisions of the Warrant, and such provisions may be so waived or amended pursuant to the provisions of Section 11 of
the Warrant; and


 


WHEREAS,
the Holder is the holder of that certain Senior Secured Convertible Note, dated as of December 14, 2021, issued by the Company to the
Holder (the “Note”), and the Holder now desires to waive certain provisions of the Note, and the Parties desire to amend
certain provisions of the Note, and such provisions may be so waived or amended pursuant to the provisions of Section 17 and Section
23 of the Note; and


 


WHEREAS,
the Holder and certain other persons or entities who are executing substantially similar waivers on or about the Waiver Date constitute
the “Required Holders” as defined in the Note;


 


NOW
THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Waiver
                                            and Amendment Pursuant to Warrant. Holder hereby waives application of the provisions
                                            of Section 2(b) and Section 2(d) of Warrant with respect to the sale of Common Stock (as
                                            defined in the Warrant) by the Company (the “Offering”) to be conducted as set
                                            forth in and pursuant to the prospectus (the “Prospectus”) contained in the Registration
                                            Statement on Form S-1, File No. 333-267401 filed by the Company on September 13, 2022, as
                                            amended on October 4, 2022 and October 7, 2022, and the Parties hereby agree that, notwithstanding
                                            anything to the contrary in the Warrant, the “Exercise Price” (as defined in
                                            the Warrant) as of the Effective Time shall be the price at which the Common Stock is offered
                                            for sale in the Offering, as set forth on the cover page of the final Prospectus.



 


		2.	Waiver
                                            and Amendment Pursuant to Note. 



 


		(a)	Holder
                                            hereby waives application of the provisions of Section 7(a) and Section 7(c) of Note with
                                            respect to the sale by the Company of Common Stock (as defined in the Note) in the Offering,
                                            and the Parties hereby agree that, notwithstanding anything to the contrary in the Note,
                                            the “Conversion Price” (as defined in the Note) as of the Effective Time shall
                                            be the price at which the Common Stock is being offered for sale in the Offering, as set
                                            forth on the cover page of the final Prospectus.



 






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		(b)	Holder
                                            hereby waives compliance by the Company with the requirements in the Note, as set forth in
                                            Section 1 and Section 8 of the Note, that the Company make the payment of the Amortization
                                            Redemption Amount (as defined in the Note) on October 14, 2022, and agrees that such payment
                                            may be made on or before October 19, 2022.



 


		3.	Other
                                            than as expressly amended or waived herein, the Note and the Warrant shall each remain in
                                            full force and effect and all amendments and waivers included herein shall apply solely with
                                            respect to the Offering. Except as expressly set forth in this Waiver, this Waiver shall
                                            not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect
                                            any rights or remedies of the Holder under the Warrant, the Note or any other transaction
                                            documents entered into in respect thereof (collectively, the “Existing Transaction
                                            Documents”), or alter, modify, amend or in any way affect any of the terms, obligations
                                            or covenants contained in the Existing Transaction Documents, all of which shall continue
                                            in full force and effect. Nothing in this Waiver shall be construed to imply any willingness
                                            on the part of the Holder to agree to or grant any similar or future amendment, consent or
                                            waiver of any of the terms and conditions of any of the Existing Transaction Documents.



 


		4.	On
                                            or before 9:00 a.m. ET on October 14, 2022 (the “Disclosure Time”), the Company
                                            shall disclose in a Current Report on Form 8-K all of the material terms of the transactions
                                            contemplated hereby (the “Cleansing Release”). From and after dissemination of
                                            the Cleansing Release, the Company shall have disclosed all material, non-public information
                                            (if any) provided to the Holder by the Company or any of its subsidiaries or any of their
                                            respective officers, directors, employees or agents in connection with the transactions contemplated
                                            hereby. To the extent that the Company delivers any material, non-public information to the
                                            Holder from and after the Cleansing Release without the Holder’s express prior written
                                            consent, the Company hereby covenants and agrees that the Holder shall not have any duty
                                            of confidentiality to the Company, any of its subsidiaries or any of their respective officers,
                                            directors, employees, affiliates or agent with respect to, or a duty to the to the Company,
                                            any of its subsidiaries or any of their respective officers, directors, employees, affiliates
                                            or agent or not to trade on the basis of, such material, non-public information. The Company
                                            shall not disclose the name of the Holder in any filing, announcement, release or otherwise,
                                            unless such disclosure is required by law or regulation. In addition, effective upon and
                                            after the Cleansing Release, 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, affiliates, employees
                                            or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall
                                            terminate and be of no further force or effect. The Company understands and confirms that
                                            the Holder will rely on the foregoing representations in effecting transactions in securities
                                            of the Company.



 






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		5.	The
                                            Company hereby represents and warrants as of the date hereof and covenants and agrees from
                                            and after the date hereof that none of the terms offered to any person (including, for the
                                            avoidance of doubt, any other Required Holder) with respect to any consent, release, amendment,
                                            settlement or waiver relating to the terms, conditions and transactions contemplated hereby
                                            (each a “Settlement Document”), is or will be more favorable to such person than
                                            those of the Holder and this Waiver. If, and whenever on or after the date hereof, the Company
                                            enters into a Settlement Document, then (i) the Company shall provide notice thereof to the
                                            Holder immediately following the occurrence thereof and (ii) the terms and conditions of
                                            this Waiver 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 Settlement Document, 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 Waiver 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 Section 5 shall apply similarly and equally to each Settlement Document.



 


		6.	This
                                            Waiver shall become effective (the “Effective Time”) upon the execution and delivery
                                            of this Waiver (and/or consents in the form of this Waiver (each, an “Other Consent”))
                                            by the Company and the Required Holders.



 


		7.	The
                                            obligations of the Holder under this Waiver are several and not joint with the obligations
                                            of any other person, including any Required Holder, and the Holder shall not be responsible
                                            in any way for the performance of the obligations of any such other person under any Other
                                            Consent or other similar document. Nothing contained herein or in any Other Consent or other
                                            similar document, and no action taken by the Holder pursuant hereto, shall be deemed to constitute
                                            the Holder and any other person, including any Required Holder, as a partnership, an association,
                                            a joint venture or any other kind of entity, or create a presumption that the Holder and
                                            any such other person are in any way acting in concert or as a group with respect to such
                                            obligations or the transactions contemplated by this Waiver or any Other Consent or similar
                                            document, and the Company acknowledges that, to the best of its knowledge, the Holder is
                                            not acting in concert or as a group with any other party or parties, with respect to such
                                            obligations or the transactions contemplated by this Waiver, or any Other Consent or other
                                            similar document. 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 Waiver, and it shall not be
                                            necessary for any other party to be joined as an additional party in any proceeding for such
                                            purpose.



 


		8.	This
                                            Waiver shall be construed and enforced in accordance with, and all questions concerning the
                                            construction, validity, interpretation and performance of this Waiver shall be governed by,
                                            the internal laws of the State of New York, without giving effect to any choice of law or
                                            conflict of law provision or rule (whether of the State of New York or any other jurisdictions).



 


		9.	This
                                            Waiver 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 party.



 


		10.	This
                                            Waiver 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. 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.



 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed as of the Waiver Date.


 


	 	Novo Integrated Sciences, Inc.
	 	 	 
	 	By:	
	 	Name:
    	Robert
    Mattacchione
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Hudson Bay Master Fund Ltd.
	 	 	 
	 	By:	 
	 	Name:
    	Richard
    Allison
	 	Title:
    	Authorized
    Signatory (Hudson Bay Capital Management LP, not individually, but solely as Investment Advisor to Hudson Bay Master Fund Ltd.)


 






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