Exhibit 10.1


 


AMENDMENT
NO. 1 TO


PURCHASE
AGREEMENT


 


November 18, 2020


Lincoln Park Capital
Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


 


Ladies and Gentlemen:


 


Reference is made to
the Purchase Agreement, dated as of August 14, 2020 (the “Purchase Agreement”), by and between Odyssey Group
International, Inc., a Nevada corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited
liability company (the “Investor”), pursuant to which, subject to the terms and conditions set forth in the
Purchase Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Ten Million
Two Hundred Fifty Thousand Dollars ($10,250,000) of the Company's common stock, $0.001 par value per share (the "Common
Stock").


 


The Parties wish to
modify and amend the Purchase Agreement as provided in this Amendment No. 1, dated November 18, 2020, to the Purchase Agreement
(this “Amendment”). All capitalized terms used in this Amendment and not otherwise defined herein shall have
the respective meanings assigned to such terms in the Purchase Agreement.


 


The Company and the
Investor hereby agree as follows:


 


A.        Amendments
to Purchase Agreement. The Purchase Agreement is hereby amended, effective November 18, 2020, as follows:


 


1.                  
Section 1(b) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:


 


“(b)“Accelerated
Purchase Floor Price” means $0.10, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Accelerated Purchase Floor Price shall mean the lower of (i) the
adjusted price and (ii) $1.00.”


 


2.                  
Section 1(j) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:


 


“(j)“Additional
Accelerated Purchase Floor Price” means $0.10, which shall be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Additional Accelerated Purchase Floor Price shall mean the lower
of (i) the adjusted price and (ii) $1.00.”


 


3.                  
Section 1(jj) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:


 


“(jj)“Regular
Purchase Floor Price” means $0.10, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Regular Purchase Floor Price shall mean the lower of (i) the adjusted
price and (ii) $1.00.”


 


 


 






    	 	1	 



     


    

 


B.                
Form 8-K. The Company shall file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended,
reflecting this Amendment within four (4) business days of the date of this Amendment.


 


C.               
No Other Amendments. Except as amended as set forth in Part A above, all of the terms and provisions of the
Purchase Agreement shall continue in full force and effect and shall not be in any way changed, modified or superseded by this
Amendment.


 


D.               
Counterparts. This Amendment may be executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc.,
shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature
were an original signature.


 


E.                
Governing Law. This Amendment shall be governed by the internal laws of the State of Illinois, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Illinois.


 


[Remainder of page intentionally left
blank.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	2	 



     


    

 


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


 


 


 





	 	THE COMPANY:
	 	 
	 	ODYSSEY GROUP INTERNATIONAL,
INC.
	 	 
	 	 
	 	By: /s/ Michael
Redmond
	 	Name: Michael Redmond
	 	Title: President and CEO
	 	 
	 	 
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND,
LLC
	 	 
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE
CAPITAL CORPORATION
	 	 
	 	 
	 	By: /s/ Josh Scheinfeld
	 	Name: Josh Scheinfeld
	 	Title: President



 





 





 


 











 


 


 


 





 











 


 











 



    	 	3