Exhibit
10.1


 


AMENDMENT
No. 1 to


SHARE
EXCHANGE AGREEMENT


 





THIS
AMENDMENT No. 1 to the SHARE EXCHANGE AGREEMENT (this “First Amendment”) is entered into and effective as of September
22, 2021, by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (“Parent”), (ii) Novo Healthnet
Limited, a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada (“NHL”
or the “Buyer”), (iii) Acenzia Inc., an Ontario Canada corporation (“ACZ”), (iv) Avec8 Holdings
Inc., a Canadian Federal corporation (“Avec8”), Ambour Holdings Inc., an Ontario Canada corporation (“Ambour”),
Indrajit Sinha a Canadian resident (“IS”), Grant Bourdeau, a Canadian resident (“GB”) and Derrick
Bourdeau a Canadian resident (“DB”). Collectively, Avec8, Ambour, IS, GB and DB represent all shareholders of ACZ
(the “ACZ Shareholders”).


 


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


 


WITNESSETH


 


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


 


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


 


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


 





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














 


	 	2.1	Section
    2.03 (b) of the Original Agreement shall be deleted in its entirety and replaced with the following:
	 	 	 
	 	 	The
    Parent shall allot in favor of the Sellers, that number of Parent Shares equal to the Adjusted Purchase Price divided by $3.91, free
    and clear of all liens, pledges, encumbrances, charges, or known claims of any kind, nature, or description, of which Parent Shares
    will be issued, to the ACZ Shareholders, solely upon the ACZ Shareholders meeting terms and conditions for exchange of the NHL Exchangeable
    Preferred Shares.
	 	 	 
	 	2.2	Section
    2.04 (a) (iii) of the Original Agreement shall be deleted in its entirety and replaced with the following:
	 	 	 
	 	 	Within
    105 days after the Closing Date, the Buyer shall prepare and deliver to the ACZ Shareholders, with the assistance of and information
    provided by the ACZ Shareholders, a statement setting forth its calculations of Closing Working Capital as of the Calculation Time,
    which statement shall contain an unaudited balance sheet of ACZ as of the Closing Date (without giving effect to the transactions
    contemplated herein) (the “Final Closing Balance Sheet”) and a certificate of an officer of the Buyer that the
    Final Closing Balance Sheet was prepared in accordance with GAAP applied using the same accounting methods, practices, principles,
    policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies that were used in
    the preparation of the Financial Statements as if such Final Closing Balance Sheet was being prepared and audited as of a financial
    year end. The costs and expenses with respect to the preparation, review, and submission of the Final Closing Balance Sheet shall
    be borne by ACZ.


 




    	 



    	 



    

 


	 	3.	Effect
    of Amendments to the Original Agreement.


 


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


 


		4.	Miscellaneous.
                                            



 


	 	4.1	Counterparts.
    This Amendment No. 1may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together
    shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this
    Amendment shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted
    copy.
	 	 	 
	 	4.2	Governing
    Law. This Amendment No. 1 shall be governed by, enforced, and construed under and in accordance with the Laws of the Province of
    Ontario, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and
    agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively
    in the province or federal courts of Canada with jurisdiction in Ontario. By execution and delivery of this Amendment No. 1, each
    Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the
    jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to
    such jurisdiction.
	 	 	 
	 	4.3	The
    headings contained in this Amendment No. 1 are intended solely for convenience and shall not affect the rights of the Parties.





 


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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first-above written.


 


	 	Novo
    Integrated Sciences, Inc.
	 	 
	 	By:	/s/
    Robert Mattacchione 
	 	 	Robert
    Mattacchione, CEO 


 








	 	Novo
    Healthnet Limited
	 	 
	 	By:	/s/
    Robert Mattacchione 
	 	 	Robert
    Mattacchione, Chairman





 


	 	Acenzia
    Inc.
	 	 
	 	By:	/s/
    Grant Bourdeau 
	 	 	Grant
    Bourdeau
	 	 	Co-President/Co-Founder


 








	 	Ambour
    Holdings Inc.
	 	 
	 	By:	/s/
    Grant Bourdeau 
	 	 	Grant
    Bourdeau, CEO/President
	 	Address:	
	 	 	
	 	Email:
    	
	 	Phone:
    	





 


	 	Avec8
    Holdings Inc.
	 	 
	 	By:	/s/
    Indrajit Sinha 
	 	 	Indrajit
    Sinha, CEO/President
	 	Address:	
	 	 	
	 	Email:	
	 	Phone:
	





 


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	 	Indrajit
    Sinha, an Individual Canadian Citizen
	 	 
	 	By:	/s/
    Indrajit Sinha
	 	 	Indrajit Sinha
	 	Address: 	
	 	 	
	 	Email:
    	
	 	Phone:
    	
	 	 	 
	 	Grant
    Bourdeau, an Individual Canadian Citizen
	 	 
	 	By:	/s/
    Grant Bourdeau
	 	 	Grant Bourdeau
	 	Address:	
	 	 	
	 	Email:	
	 	Phone:
    	
	 	 
	 	Derrick
    Bourdeau, an Individual Canadian Citizen
	 	 
	 	By:	/s/
    Derrick Bourdeau
	 	 	Derrick
    Bourdeau
	 	Address:
    	
	 	 	
	 	Email:	
	 	Phone:
    	














 


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