Exhibit 10.1


 


To subscribe for Common Stock and Warrants in
the private offering of


 


ODYSSEY HEALTH, INC.


 


		1.	Date and Fill in the number of shares of Common Stock, par value $0.001 per share of the Company
(the “Shares”) and associated warrant (the “Warrants” and, collectively with the Shares,
the “Securities”) to purchase one-half of a share of Common Stock, at a combined purchase price of $0.35 per
Share and associated Warrant being subscribed for and Complete and Sign the Signature Page included in this Subscription Agreement.



 


		2.	Initial the Accredited Investor Questionnaire attached to this Subscription Agreement as Exhibit
A in the appropriate spaces.



 


		3.	Complete and Sign the Signature Page attached to this Subscription Agreement. NOTICE: Please note that
by executing the attached Subscription Agreement, you will be deemed to have executed the Securities Purchase Agreement (Exhibit B
to this Subscription Agreement), (together with the Memorandum, the Securities Purchase Agreement, the Registration Rights Agreement and
the Warrant are collectively referred to herein as the “Transaction Documents”), each of which are attached to the Memorandum,
and will be treated for all purposes as if you did sign each such Transaction Document even though you may not have physically signed
the signature pages to such documents. 



 


		4.	Complete and Return the Accredited Investor Questionnaire attached to this Subscription Agreement
as Exhibit A.



 


		5.	Return all forms to your Account Executive and then send all signed original documents with a check
(if applicable) to:



 


Laidlaw & Company (UK)
Ltd.


Attn: Investment Banking


521 Fifth Avenue, 12th Floor


New York, NY 10175


 


		6.	Please make your subscription payment payable to the order of “Signature Bank, as Escrow Agent
for Odyssey Health, Inc.” Account No. [ ].
	 	 	 
	 	 	For wiring
funds directly to the escrow account, use the following instructions:



 


Signature Bank


Acct. Name: Signature Bank, as
Escrow Agent for Odyssey Health, Inc.


ABA Number: 026013576


SWIFT Code: SIGNUS33


A/C Number: [ ]






FBO:   Purchaser Name 


             Social Security Number


             Address


 


ALL SUBSCRIPTION DOCUMENTS MUST BE FILLED IN AND SIGNED EXACTLY
AS SET FORTH WITHIN.


 


 


 






    	 	1	 



     


    

 


SUBSCRIPTION AGREEMENT


 


FOR


 


ODYSSEY HEALTH, INC.


 


Dated: [ ], 2022


 


Odyssey Health, Inc.


c/o Laidlaw & Company (UK) Ltd.


521 Fifth Avenue, 12th Floor


New York, NY 10175


 


Ladies and Gentlemen:


 


1. Subscription. The
undersigned (the “Purchaser”) will purchase the number of shares of Common Stock, par value $0.001 per share,
(the “Shares”) and associated warrant (the “Warrants” and, collectively with the Shares,
the “Securities”) to purchase one-half of a share of Common Stock, of Odyssey Health, Inc., a Nevada corporation
(the “Company”), set forth on the signature page to this Subscription Agreement, at a purchase price of $0.35
per Share and associated Warrant. The Securities are being offered (the “Offering”) by the Company pursuant
to the offering terms set forth in the Company’s Confidential Private Placement Memorandum, dated as of [ ], 2022, as may
be amended and/or supplemented, from time to time (collectively, the “Memorandum”).


 


The Securities are being offered
on a “best efforts, all or none” basis with respect to the minimum of $999,999.70 (the “Minimum Offering
Amount”), and thereafter on a “reasonable best efforts” basis up to the maximum of $4,999,999.90 (the
“Maximum Offering Amount”), which Maximum Offering Amount may be increased to up to $5,999,999.95 upon agreement
of the Company and the Introducing Broker; provided, that, the Company may terminate the Offering at any time even if the Securities
having an aggregate purchase price of $4,999,999.90 ($5,999,999.95 if such increase is implemented in full) have not been sold.


 


The Initial Closing (as defined
herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by the Company. Upon acceptance
by the Company after the date hereof of subscriptions for the Minimum Offering Amount, Laidlaw & Company (UK) Ltd. (“Laidlaw”
or the “Introducing Broker”) and the Company shall have the right at any time thereafter, prior to the termination
of the Offering Period (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”).
Thereafter, the Introducing Broker and the Company shall continue to accept, and continue to have closings (together with the Initial
Closing, each a “Closing”) for, additional subscriptions for Securities from investors from time to time.


The Offering will commence
on the date of this Memorandum and continue through the earlier of (i) the date upon which subscriptions for the Maximum Offering Amount
(which, for the avoidance of doubt, shall equal $4,999,999.90 (or up to $5,999,999.95 if the related increase is implemented in full)
offered hereunder have been accepted, (ii) [ ], 2022, or (iii) the date upon which the Company and the Introducing Broker (as defined
herein) elect to terminate the Offering (the “Offering Period”).


 


The minimum investment amount
that may be purchased by an investor is 285,715 Shares (and associated Warrants) at a price of $100,000.25 (the “Investor
Minimum Investment”); provided however, the Company and the Introducing Broker, in their mutual discretion, may accept an
investor subscription for an amount less than the Investor Minimum Investment. The subscription for the Securities will be made in accordance
with and subject to the terms and conditions of this Subscription Agreement and the Memorandum.


 


 


 


 






    	 	2	 



     


    

 


All subscription funds will be held in a non-interest
bearing escrow account in the Company’s name at Signature Bank (the “Escrow Agent”), 261 Madison Ave.,
New York, NY 10016, or with such other escrow agent as may be appointed by Laidlaw and the Company (the “Escrow Account”).


 


In the event that (i) subscriptions
for the Offering are rejected in whole (at the sole discretion of the Company), (ii) the Minimum Offering Amount has not been subscribed
for prior to [ ], 2022, or (iii) the Offering is otherwise terminated by the Company or the Introducing Broker prior to the expiration
of the Offering Period or, if extended, prior to the Termination Date, then the Escrow Agent will refund all subscription funds held
in the Escrow Account to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected
in part (at the sole discretion of the Company or Laidlaw) and the Company accepts the portion not so rejected, the funds for the rejected
portion of such subscription will be returned without interest, penalty, expense or deduction.


 


Laidlaw and the Company each
reserves the right (but is not obligated) to have its employees, agents, officers, directors and affiliates of Laidlaw or the Company
purchase the Securities in the Offering and all such purchases will be counted towards the Minimum Offering Amount and the Maximum Offering
Amount.


 


The terms of the Offering
are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized terms used,
but not otherwise defined herein, will have the respective meanings provided in the Memorandum.


 


2.       Payment.
The Purchaser encloses herewith a check payable to, or will immediately make a wire transfer payment to, “Signature Bank,
as Escrow Agent for Odyssey Health, Inc.,” in the full amount of the purchase price of the Securities being subscribed for.
Together with the check for, or wire transfer of, the full purchase price, the Purchaser is delivering a completed and executed Signature
Page to this Subscription Agreement along with a completed and executed Accredited Investor Questionnaire, which is attached hereto as
Exhibit A. By executing this Subscription Agreement (this “Subscription Agreement”), you will also
be deemed to have executed each of the Securities Purchase Agreement in the form of Exhibit B to this Subscription Agreement and
the Registration Rights Agreement in the form of Exhibit C to this Subscription Agreement (this Subscription Agreement, together
with the Memorandum, the Securities Purchase Agreement, the Registration Rights Agreement and the Warrant are collectively referred to
herein as the “Transaction Documents”), and will be bound by the respective terms of each of them.


 


3.       Deposit
of Funds. All payments made as provided in Section 2 hereof will be deposited by the Purchaser as soon as practicable with
the Escrow Agent, or such other escrow agent appointed by Laidlaw and the Company, in the Escrow Account. In the event that the Company
does not effect a Closing during the Offering Period, the Escrow Agent will refund all subscription funds, without deduction and/or interest
accrued thereon, and will return the subscription documents to each Purchaser. If the Company or Laidlaw rejects a subscription, either
in whole or in part (at the sole discretion of the Company or Laidlaw), the rejected subscription funds or the rejected portion thereof
will be returned promptly to such Purchaser without interest, penalty, expense or deduction.


 


4.       Acceptance
of Subscription. The Purchaser understands and agrees that the Company or Laidlaw, each in its sole discretion, reserves the right
to reject this or any other subscription for the Securities, in whole or in part, notwithstanding prior receipt by the Purchaser of notice
of acceptance of this or any other subscription. The Company will have no obligation hereunder until the Company executes an executed
copy of the Subscription Agreement. If Purchaser’s subscription is rejected in whole (at the sole discretion of the Company or Laidlaw),
the Offering is terminated or the Minimum Offering Amount is not subscribed for and accepted prior to the expiration of the Offering Period,
all funds received from the Purchaser will be returned without interest, penalty, expense or deduction, and this Subscription Agreement
will thereafter be of no further force or effect. If Purchaser’s subscription is rejected in part (at the sole discretion of the
Company or Laidlaw) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will
be returned without interest, penalty, expense or deduction, and this Subscription Agreement will continue in full force and effect to
the extent such subscription was accepted. The Purchaser may revoke its subscription and obtain a return of the subscription amount paid
to the Escrow Account at any time before the date of the Initial Closing. The Purchaser may not revoke this subscription or obtain a return
of the subscription amount paid to the Escrow Agent on or after the date of the Initial Closing. Any subscription received after the Initial
Closing but prior to the Termination Date shall be irrevocable.


 


 


 






    	 	3	 



     


    

 


5.       Representations
and Warranties of the Purchaser. The Purchaser hereby acknowledges, represents, warrants, and agrees as follows:


 


(a)       None
of the Securities are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws. The Purchaser understands that the offering and sale of the Securities is intended to be exempt from registration
under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D promulgated thereunder, based, in part,
upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement and the Securities Purchase
Agreement;


 


(b)       The
Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”),
have received and have carefully reviewed the Memorandum, this Subscription Agreement, and each of the Transaction Documents and all other
documents requested by the Purchaser or its Advisors, if any, and understand the information contained therein, prior to the execution
of this Subscription Agreement;


 


(c)       Neither
the Securities and Exchange Commission (the “Commission”) nor any state securities commission has approved or
disapproved of the Securities or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy
of the Memorandum. The Memorandum has not been reviewed by any Federal, state or other regulatory authority. Any representation to the
contrary may be a criminal offense;


 


(d)       All
documents, records, and books pertaining to the investment in the Securities including, but not limited to, all information regarding
the Company and the Securities, have been made available for inspection and reviewed by the Purchaser and its Advisors, if any;


 


(e)       The
Purchaser and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from the Company’s
officers and any other persons authorized by the Company to answer such questions, concerning, among other related matters, the Offering,
the Securities, the Transaction Documents and the business, financial condition, results of operations and prospects of the Company and
all such questions have been answered by the Company to the full satisfaction of the Purchaser and its Advisors, if any;


 


(f)       In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information
(oral or written) other than as stated in the Memorandum;


 


(g)       The
Purchaser is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of,
any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication
published in any newspaper, magazine or similar media or broadcast over television, radio or over the Internet, in connection with the
offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the Offering through or as a
result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously
known to the Purchaser in connection with investments in securities generally;


 


(h)       The
Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like
relating to this Subscription Agreement or the transactions contemplated hereby (other than fees to be paid by the Company to Laidlaw,
as described in the Memorandum);


 


(i)       The
Purchaser, either alone or together with its Advisors, if any, has such knowledge and experience in financial, tax, and business matters,
and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the
Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment decision
with respect thereto;


 


(j)       The
Purchaser is not relying on the Company, Laidlaw or any of their respective employees or agents with respect to the legal, tax, economic
and related considerations of an investment in any of the Securities and the Purchaser has relied on the advice of, or has consulted with,
only its own Advisors;


 


 


 


 






    	 	4	 



     


    

 


(k)       The
Purchaser is acquiring the Securities solely for such Purchaser’s own account for investment and not with a view to resale or distribution
thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all
or any part of any of the Securities and the Purchaser has no plans to enter into any such agreement or arrangement;


 


(l)       The
Purchaser understands and agrees that purchase of the Securities is a high risk investment and the Purchaser is able to afford an investment
in a speculative venture having the risks and objectives of the Company. The Purchaser must bear the substantial economic risks of the
investment in the Securities indefinitely because none of the Securities may be sold, hypothecated or otherwise disposed of unless subsequently
registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Legends
will be placed on the certificates representing the Securities to the effect that such securities have not been registered under the Securities
Act or applicable state securities laws and appropriate notations thereof will be made in the Company’s books. Additionally, Purchaser
understands that there is presently no public market for the Warrants and a public market may never develop for the Warrants;


 


(m)       The
Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no
need for liquidity from its investment in the Securities for an indefinite period of time;


 


(n)       The
Purchaser is aware that an investment in the Securities involves a number of very significant risks and has carefully read and considered
the matters set forth in the Memorandum and, in particular, the matters under the caption “Risk Factors” therein and understands
any of such risk may materially adversely affect the Company’s operations and future prospects;


 


(o)       
At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises
any Warrants it will be, an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities
and Exchange Commission under the Securities Act and has truthfully and accurately completed the Accredited Investor Questionnaire attached
as Exhibit A to this Subscription Agreement and will submit to the Company such further assurances of such status as may be reasonably
requested by the Company;


 


(p)       The
Purchaser: (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute
and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof;
(ii) if a corporation, partnership, or limited liability company, or association, joint stock company, trust, unincorporated organization
or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities, such entity is duly
organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions
contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents,
such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates
and to carry out the provisions hereof and thereof and to purchase and hold the Securities, the execution and delivery of this Subscription
Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf
of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative
or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity
and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership,
or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate,
corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription
Agreement and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding
obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order,
judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;


 


(q)       The
Purchaser and its Advisors, if any, have had the opportunity to obtain any additional information, to the extent the Company had such
information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information
contained in the Memorandum including, but not limited to, the terms and conditions of the Securities as set forth therein and the Transaction
Documents and all other related documents, received or reviewed in connection with the purchase of the Securities and have had the opportunity
to have representatives of the Company provide them with such additional information regarding the terms and conditions of this particular
investment and the financial condition, results of operations, business and prospects of the Company deemed relevant by the Purchaser
or its Advisors, if any, and all such requested information, to the extent the Company had such information in its possession or could
acquire it without unreasonable effort or expense, has been provided by the Company in writing to the full satisfaction of the Purchaser
and its Advisors, if any;


 


 


 






    	 	5	 



     


    

 


(r)       The
Purchaser represents to the Company that any information which the undersigned has heretofore furnished or is furnishing herewith to the
Company is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration
under Federal and state securities laws in connection with the offering of securities as described in the Memorandum;


 


(s)       The
Purchaser has significant prior investment experience, including investment in non-listed and unregistered securities. The Purchaser has
a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The Purchaser’s
overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s net worth and financial
circumstances and the purchase of the Securities will not cause such commitment to become excessive. This investment is a suitable one
for the Purchaser;


 


(t)       The
Purchaser is satisfied that it has received adequate information with respect to all matters which it or its Advisors, if any, consider
material to its decision to make this investment;


 


(u)       The
Purchaser acknowledges that any and all estimates or forward-looking statements or projections included in the Memorandum were prepared
by the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed,
will not be updated by the Company and should not be relied upon;


 


(v)       No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors, if any, in
connection with the offering of the Securities which are in any way inconsistent with the information contained in the Memorandum;


 


(w)       Within
five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may
reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject;


 


(x)       THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL;


 


(y)       In
making an investment decision, investors must rely on their own examination of Company and the terms of the Offering, including the merits
and risks involved. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite
period of time;


 


(z)       (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets”
(as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets
and impose other fiduciary responsibilities. The Purchaser or Plan fiduciary (a) is responsible for the decision to invest in the Company;
(b) is independent of the Company and any of its affiliates; (c) is qualified to make such investment decision; and (d) in making such
decision, the Purchaser or Plan fiduciary has not relied on any advice or recommendation of the Company or any of its affiliates; and


 


(aa)      The
Purchaser has read in its entirety the Memorandum and all exhibits thereto, including, but not limited to, all information relating to
the Company, and the Securities, and understands fully to its full satisfaction all information included in the Memorandum including,
but not limited to, the Section entitled “Risk Factors”.


 


 


 






    	 	6	 



     


    

 


(bb)       The
Purchaser represents that (i) the Purchaser was contacted regarding the sale of the Securities by the Company or the Introducing Broker
(or another person whom the Purchaser believed to be an authorized agent or representative thereof) with whom the Purchaser had a prior
substantial pre-existing relationship and (ii) it did not learn of the offering of the Securities by means of any form of general solicitation
or general advertising, and in connection therewith, the Purchaser did not (A) receive or review any advertisement, article, notice or
other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit,
or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general
solicitation or general advertising;


 


(cc)       The
Purchaser consents to the placement of a legend on any certificate or other document evidencing the Securities and, that such securities
have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring
to the restrictions on transferability and sale thereof contained in this Agreement. The Purchaser is aware that the Company will make
a notation in its appropriate records with respect to the restrictions on the transferability of such Securities. The legend to be placed
on each certificate shall be in form substantially similar to the following:


 


[“[NEITHER] THIS SECURITY [NOR
THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [CONVERSION] OF THIS
SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH
SECURITIES.]


 


(dd)       The Purchaser acknowledges
that if he or she is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member firm, he or
she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such
firm prior to an investment in the Securities.


 


(ee)       To effectuate the terms
and provisions hereof, the Purchaser hereby appoints the Introducing Broker as its attorney-in-fact (and the Introducing Broker hereby
accepts such appointment) for the purpose of carrying out the provisions of the Escrow Agreement by and between the Company, the Introducing
Broker and the Escrow Agent (the “Escrow Agreement”) including, without limitation, taking any action on behalf
of, or at the instruction of, the Purchaser and executing any release notices required under the Escrow Agreement and taking any action
and executing any instrument that the Introducing Broker may deem necessary or advisable (and lawful) to accomplish the purposes hereof.
All acts done under the foregoing authorization are hereby ratified and approved and neither the Introducing Broker nor any designee nor
agent thereof shall be liable for any acts of commission or omission, for any error of judgment, for any mistake of fact or law except
for acts of gross negligence or willful misconduct. This power of attorney, being coupled with an interest, is irrevocable while the Escrow
Agreement remains in effect.


 


(ff)       The Purchaser agrees
not to issue any public statement with respect to the Offering, Purchaser’s investment or proposed investment in the Company or
the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures
as may be required under applicable law.


 


 


 


 






    	 	7	 



     


    

 


(gg)       The Purchaser understands,
acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and
absolute discretion of the Company, at any time before any Closing notwithstanding prior receipt by the Purchaser of notice of acceptance
of the Purchaser’s subscription.


 


(hh)       The Purchaser acknowledges
that the information contained in the Transaction Documents or otherwise made available to the Purchaser is confidential and non-public
and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s
personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that
a Purchaser’s subscription may not be accepted by the Company; provided, however, that (a) the Purchaser may disclose such information
to its affiliates and advisors who may have a need for such information in connection with providing advice to the Purchaser with respect
to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation
shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof,
(ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this
provision) or (iii) is received from third parties without an obligation of confidentiality (except third parties who disclose such information
in violation of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement
entered into with the Company).


 


6.       Representations
and Warranties of the Company. The representations and warranties contained in Section 3 of the Securities Purchase Agreement to be
entered into between the Company and the Purchasers are incorporated herein by reference and are deemed to be made under this Subscription
Agreement.


 


7.       Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, Laidlaw and each of their respective officers, directors, managers, employees,
agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses
whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation
commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other
document delivered in connection with this Subscription Agreement.


 


8.       Binding
Effect. This Subscription Agreement will survive the death or disability of the Purchaser and will be binding upon and inure to the
benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser
is more than one person, the obligations of the Purchaser hereunder will be joint and several and the agreements, representations, warranties
and acknowledgments herein will be deemed to be made by and be binding upon each such person and such person’s heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


9.       Modification.
This Subscription Agreement will not be modified or waived except by an instrument in writing signed by the party against whom any such
modification or waiver is sought.


 


10.      Notices.
Any notice or other communication required or permitted to be given hereunder will be in writing and will be mailed by certified mail,
return receipt requested, sent by email or facsimile (with confirmation of delivery), or delivered by reputable overnight courier such
as FedEx against receipt to the party to whom it is to be given (a) if to the Company, at the address set forth in the Securities Purchase
Agreement or (b) if to the Purchaser, at the address set forth on the signature page hereof (or, in either case, to such other address
as the party will have furnished in writing in accordance with the provisions of this Section 10). Any notice or other communication given
by certified mail will be deemed given at the time of certification thereof, except for a notice changing a party’s address which
will be deemed given at the time of receipt thereof. Any notice or other communication given by e-mail will be deemed given upon confirmation
of delivery. Any notice or other communication given by overnight courier will be deemed given at the time of delivery.


 


 


 


 






    	 	8	 



     


    

 


11.       Assignability.
This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and
the transfer or assignment of any of the Securities will be made only in accordance with all applicable laws.


 


12.       Applicable
Law.  This Subscription Agreement will be governed by and construed under the laws of the State of New York as applied to agreements
among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal suit,
action or proceeding (a “Proceeding”) arising out of or relating to this Subscription Agreement will be instituted
exclusively in the federal and state courts sitting in the State of New York, Borough of Manhattan (such
court, and of the appropriate appellate courts therefrom, the “Designated Court”), (2) waive any objection
which the parties may have now or hereafter to the venue of any such Proceeding, and (3) irrevocably consent to the jurisdiction of such
Designated Court in any such Proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process
which may be served in any such Proceeding in the Designated Court and agrees that service of process upon it mailed by certified mail
to its address will be deemed in every respect effective service of process upon it, in any such Proceeding. THE PARTIES HERETO AGREE
TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT
OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.


 


13.       Blue
Sky Qualification. The purchase of Securities pursuant to this Subscription Agreement is expressly conditioned upon the exemption
from qualification of the offer and sale of the Securities from applicable federal and state securities laws.


 


14.       Use
of Pronouns. All pronouns and any variations thereof used herein will be deemed to refer to the masculine, feminine, neuter, singular
or plural as the identity of the person or persons referred to may require.


 


15.       Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company not otherwise
properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose, except as may
be required by law or for the performance of this Subscription Agreement, or use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any confidential information of the Company, including any trade or business secrets
of the Company and any business materials that are treated by the Company as confidential or proprietary, including, without limitation,
confidential information obtained by or given to the Company about or belonging to third parties.


 


16.       Miscellaneous.


 


(a)       This
Subscription Agreement, together with the other Transaction Documents, constitute the entire agreement between the Purchaser and the Company
with respect to the subject matter hereof and supersede all prior oral or written agreements and understandings, if any, relating to the
subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions.


 


(b)       Each
of the Purchaser’s and the Company’s representations and warranties made in this Subscription Agreement will survive the execution
and delivery hereof and delivery of the Securities.


 


(c)       Each
of the parties hereto will pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged
by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated. Notwithstanding anything to the contrary herein, the Company shall pay the legal fees of its counsel
in connection with the rendering of any legal opinions to remove the restrictive legend from any of the Securities.


 


(d)       This
Subscription Agreement may be executed in one or more counterparts each of which will be deemed an original, but all of which will together
constitute one and the same instrument.


 


 


 


 






    	 	9	 



     


    

 


(e)       Each
provision of this Subscription Agreement will be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality will not impair the operation of or affect the remaining portions
of this Subscription Agreement.


 


(f)       Paragraph
titles are for descriptive purposes only and will not control or alter the meaning of this Subscription Agreement as set forth in the
text.


 


17.       Signature
Page. It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set forth
hereinbelow, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions hereof as well
as by the Securities Purchase Agreement and each of the other Transaction Documents, and will be deemed and constitute the execution by
the Purchaser of all such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction
Documents.


 


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    	 	10	 



     


    

 


ANTI-MONEY LAUNDERING REQUIREMENTS


 


	
    The USA PATRIOT Act

     
	What is money laundering?	How big is the problem and why is it important?
	
     

    The USA PATRIOT Act is designed to detect, deter,
    and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial
    institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs. To
    help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the
    USA PATRIOT Act.
	
     

    Money laundering is the process of disguising
    illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection
    with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.
	
     

    The use of the U.S. financial system by criminals
    to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate
    puts the amount of worldwide money laundering activity at $1 trillion a year.



 


	What are we required to do to eliminate money laundering?
	
     

    Under new rules required by the USA PATRIOT Act,
    our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and
    establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws.
	
     

    As part of our required program, we may ask you
    to provide various identification documents or other information. Until you provide the information or documents we need, we may not be
    able to effect any transactions for you.



 


 


 


 


 






    	 	11	 



     


    

 


ODYSSEY HEALTH, INC.


SIGNATURE PAGE TO


SUBSCRIPTION AGREEMENT 


 


Purchaser
hereby elects to purchase a total of $_________________, representing ________ shares of Common Stock and associated Warrants at a combined
purchase price of $0.35 per share and associated Warrant (NOTE: to be completed by the Purchaser).


 


	 

                                                                                                                                                               If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

                                                                                 

	Purchaser:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Print Name	 	 	 	Social Security Number	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Signature	 	Date	 	Mailing Address	 
	 	 	 	 	 	 	 
	
    Co-Purchaser (if applicable):

     
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Print Name	 	 	 	Social Security Number	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Signature	 	Date	 	Address (if different from above)

                                                                      
	 


 


	If the Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
	 	 	
     

     
	 	 	 	 
	 	Name of Partnership, Corporation, Limited Liability Company or Trust	 	 	 	Federal Taxpayer Identification Number	 
	 	
     

    By:                                        
	
     

     
	 	 	 	 
	 	
     

    Name:                                     

     

    Title:                                     
	 	Date	 	 	 
	Business Address


 


AGREED AND ACCEPTED:


ODYSSEY HEALTH, INC.


 


	 
	By:	 	 	 	 	 
		Name:	 	 	Date	 
	 	Title:	 	 	 	 



 


 


 






    	 	12	 



     


    

 


Exhibit
A


 


FORM OF INVESTOR QUESTIONNAIRE


 


ODYSSEY HEALTH, INC.


 


For Individual Investors Only


 


(All individual investors must INITIAL
where appropriate. Where there are joint investors both parties must INITIAL):


 


	Initial _______ 	I certify that I have a “net worth” of at least $1 million either individually or through aggregating my individual holdings
and those in which I have a joint, community property or other similar shared ownership interest with my spouse. For purposes of calculating
net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) to the extent that the indebtedness
that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included
as a liability, and (iii) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding
60 days prior to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the
amount of such excess shall be included as a liability.




 


	Initial _______ 	I certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with
my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	 	 
	Initial _______	I certify that I am a director or executive officer of the Company.




 


For Non-Individual
Investors


 


(all Non-Individual
Investors must INITIAL where appropriate):


 


	Initial
_______	The undersigned certifies that it is a bank, as defined in Section 3(a)(2) of the Securities Act, whether acting in its
individual or fiduciary capacity.
	 	 
	Initial
_______	The undersigned certifies that it is a savings and loan association or other institution as defined in Section 3(a)(5)(A)
of the Securities Act, whether acting in its individual or fiduciary capacity.
	 	 
	Initial
_______	The undersigned certifies that it is a broker or dealer registered pursuant to Section 15 of the United States Securities
Exchange Act of 1934, as amended.
	 	 
	Initial
_______	The undersigned certifies that it is an insurance company as defined in Section 2(a)(13) of the Securities Act.
	 	 
	Initial
_______	The undersigned certifies that it is an investment company registered under the United States Investment Company Act of
1940, as amended.
	 	 



 


 


 






    	 	13	 



     


    

 


	Initial
_______	The undersigned certifies that it is a business development company as defined in Section 2(a)(48) of the United States
Investment Company Act of 1940, as amended.
	 	 
	Initial
_______	The undersigned certifies that it is a small business investment company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the United States Small Business Investment Act of 1958, as amended.
	 	 
	Initial
_______	The undersigned certifies that it is a plan established and maintained by a state, its political subdivisions or any agency
or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of U.S. $5,000,000.
	 	 
	Initial
_______	The undersigned certifies that it is an employee benefit plan within the meaning of the United States Employee Retirement
Income Security Act of 1974, as amended, in which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of
such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit
plan with total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who
are U.S. Accredited Investors.
	 	 
	Initial
_______	The undersigned certifies that it is a private business development company as defined in Section 202(a)(22) of the United
States Investment Advisers Act of 1940.
	 	 
	Initial
_______	The undersigned certifies that it is an organization described in Section 501(c)(3) of the United States Internal Revenue
Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose
of acquiring the securities offered, with total assets in excess of U.S. $5,000,000.
	 	 
	Initial
_______	The undersigned
certifies that it is a trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.
	 	 
	Initial
_______	The undersigned
certifies that it is an entity in which all of the equity owners meet the requirements of at least one of the above categories.



 


 


 


 


 


 


 


 






    	 	14	 



     


    

 


ODYSSEY HEALTH, INC.


 


Investor Questionnaire


(Must be completed by Purchaser)


 


Section A - Individual Purchaser
Information


 


Purchaser Name(s): ________________________________________________________________________


Individual executing Profile or Trustee: _______________________________________________________________________


Social Security Numbers / Federal I.D. Number: ________________________________________________________________________


Date of Birth: _________________ Marital Status: _________________


Joint Party Date of Birth:_________________ 


Investment Experience (Years): ___________


Annual Income: _________________ 


Net Worth: ________________


Home Street Address: ________________________________________________________________________


Home City, State & Zip Code: ________________________________________________________________________


Home Phone: ________________________ Home Fax: _____________________


Home Email: _______________________________


Employer: _______________________________________________________________


Employer Street Address: ________________________________________________________________________


Employer City, State & Zip Code: ________________________________________________________________________


Bus. Phone: __________________________ Bus. Fax: _______________________


Bus. Email: ________________________________


Type of Business: ________________________________________________________________________


LAIDLAW Account Executive / Outside Broker/Dealer: _______________________________________________________


Please check if you are a FINRA member
or affiliate of a FINRA member firm: _______


 


 


 


 


 






    	 	15	 



     


    

 


Section B – Entity Purchaser
Information


 


Purchaser Name(s): ________________________________________________________________________


Authorized Individual executing Profile or Trustee: _______________________________________________________________________


Social Security Numbers / Federal I.D. Number: _______________________________________________________________________


Investment Experience (Years): ___________


Annual Income: _______________ 


Net Worth: ________________


Was the Trust
formed for the specific purpose of purchasing the Securities?


[ ] Yes [ ] No


Principal Purpose (Trust)______________________________________


Type of Business: ________________________________________________________


Street Address: ________________________________________________________________________


City, State & Zip Code: ________________________________________________________________________


Phone: ________________________ Fax: ________________________


Email: __________________________


Laidlaw Account Executive / Outside Broker/Dealer:


______________________________________________________


Please check if you are a FINRA member
or affiliate of a FINRA member firm: _______


 


 


 


 


 


 


 






    	 	16	 



     


    

 


Section C – Purchaser Instructions
for Payments of any Dividends


 


		 	 	Please make any dividend and
  any other payment checks pursuant to the Securities to “[ ] c/f [Insert Investor Name]” and deliver such checks
  to Laidlaw so that they may deposit them into my Laidlaw brokerage account
	 	 	 	 
	 	 	 	Please
make out any dividend and any other payment checks pursuant to the Securities in the registered name of the Purchaser set forth in the
signature page to the Subscription Agreement for the Securities and mail such checks to me at the address specified in such signature
page.




 


Section D – Securities Delivery Instructions
(check one)


 


____ Please deliver my securities to Laidlaw for deposit into my brokerage
account.


 


____ Please deliver my securities to the address listed in the above
Investor Questionnaire.


 


____ Please deliver my securities to the below address:


______________________________________


______________________________________


______________________________________


______________________________________


 


 


Purchaser Signature _______________________________________   Date_______________


 


Joint Purchaser Signature (if applicable): ______________________   Date_______________


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	17	 



     


    

 


Exhibit
B


 


Form
of Securities Purchase Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	18	 



     


    

 


 


Exhibit
C


 


Form
of Registration Rights Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	19	 



     


    

 


Exhibit
D


 


Wire
Instructions


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	20