Exhibit
10.1


 


AMENDMENT
No. 2 to


SHARE
EXCHANGE AGREEMENT


 


Dated:
October 7, 2021


 


THIS
AMENDMENT No. 2 to the SHARE EXCHANGE AGREEMENT (“Amendment No. 2”) is entered into and effective as of October
7, 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,
on September 22, 2021, the Parties entered into an Amendment No. 1 (“Amendment No. 1”) amending certain terms and
provisions of the Original Agreement, and


 


WHEREAS,
the Parties hereto desire to amend certain terms and provisions of Amendment No. 1, 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 Original Agreement and Amendment No. 1.



 


	 	2.1	Section 2.04 (a) (iii) of the Original Agreement and Section
2.2 of Amendment No. 1 shall be deleted in its entirety and replaced with the following:




 


Within
120 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 Amendment No. 2 to the Original Agreement and Amendment No. 1.



 


		3.1	Ratification.
                                            Except as expressly modified by this Amendment No. 2, all terms of the Original Agreement
                                            and Amendment No. 1 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. 2 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. 2 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. 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. 2 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. 2, 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. 2 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 Amendment No. 2 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
	 	 	 
	 	Avec8
    Holdings Inc.
	 	 	 
	 	By:	/s/
    Indrajit Sinha
	 	 	Indrajit
    Sinha, CEO/President


 


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


 


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