Exhibit
10.1


 


THIS
SOFTWARE LICENSE AGREEMENT made the 26th day of February 2019.


 


B
E T W E E N:


 


NOVO
INTEGRATED SCIENCES INC., a corporation incorporated under the laws of the State of Nevada;


 


(“Parent”)


 


-and-


 


NOVO
HEALTHNET LIMITED, a wholly owned Canadian subsidiary of the Parent;


 


(“Purchaser”)


 


-
and -


 


CLOUD
DX INC., a corporation incorporated under the laws of the State of Delaware;


 


(“Seller”)


 


BACKGROUND:


 


	1.	Seller
    owns all rights, title and interest to the Software; and
	 	 
	2.	Seller
    has the exclusive right to License the Software worldwide into all industry sectors; and
	 	 
	3.	Seller
    wishes to sell, and Purchaser wishes to buy, a fully paid up, perpetual license to use the Seller’s Software in accordance
    with the terms set forth herein;
	 	 
	4.	Seller
    wishes to sell, and Purchaser wishes to buy, 4,000 fully functional Pulsewave PAD 1A USB Blood Pressure Monitor Devices bundled
    with the perpetual license mentioned in point 3 above.


 


NOW
THEREFORE in consideration of the background and the mutual covenants contained herein and other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:


 


Article
1

INTERPRETATION


 


	1.1	Definitions


 


Whenever
used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words
and terms shall have the meaning ascribed to them in this Section 1.1:


 






    	 



    	 



    

 


	 	(a)	“Agreement”
    means this Software License Agreement, all Schedules hereto and all and any other instruments supplemental hereto or in amendment
    or confirmation hereof; the words “hereof”, “hereto” and “hereunder” and similar expressions
    refer to this Agreement and not to any particular article or section; the word “Article” or “Section”
    refers to the specified article or section of this Agreement;
	 	 	 
	 	(b)	“Business
    Day” means any day, other than a Saturday, Sunday, statutory or civic holiday in New York, NY;
	 	 	 
	 	(c)	“Confidential
    Information” of a Party means all data and information relating to the business and management of such Party which,
    when disclosed to the other Party, is reasonably designated as confidential, provided, however, that Confidential Information
    shall not include any data or information which:


 


	 	(i)	is
    or becomes publicly available through no fault of the other Party;
	 	 	 
	 	(ii)	is
    already in the rightful possession of the other Party prior to its receipt from the Party
	 	 	 
	 	(iii)	is
    independently developed by the other Party without knowledge or use of or reference to the Confidential Information of the
    Party;
	 	 	 
	 	(iv)	is
    rightfully obtained by the other Party from a third party not in violation of any confidentiality obligation of such third
    party;
	 	 	 
	 	(v)	is
    disclosed with the written consent of the Party whose information it is; or
	 	 	 
	 	(vi)	is
    disclosed pursuant to court order or other legal compulsion;


 


	 	(d)	“Closing”
    means the date of execution by all parties and the subsequent filing of the Agreement with the SEC.
	 	 	 
	 	(e)	“Documentation”
    means any and all interpretative comments therein and all information in documentary form used or useful in or relating to
    the design, use, sale, maintenance or marketing of the Licensed Software and associated Bundled Pulsewave Devices including,
    but not limited to, systems manuals, program manuals, test and diagnostic information, maintenance information, program listings,
    flow charts, drawings, application manuals, user manuals and operating procedures including the documentation identified in
    Schedule A;
	 	 	 
	 	(f)	“Group”
    in relation to a company, its majority-owned subsidiaries, holding companies, divisions and affiliates;
	 	 	 
	 	(g)	“Including”
    means “including without limitation” and is not to be construed to limit any general statement which it follows
    to the specific or similar items or matters immediately following it;
	 	 	 
	 	(h)	“Intellectual
    Property” includes any proprietary right provided under


 


	 	(i)	patent
    law,
	 	 	 
	 	(ii)	copyright
    law,



 



    	 



    	 



    

 


	 	(iii)	trademark
    law,
	 	 	 
	 	(iv)	design
    patent or industrial design law,
	 	 	 
	 	(v)	internet
    domain names,
	 	 	 
	 	(vi)	any
    other statutory provision or common law principle applicable to the Licensed Software and Bundled Pulsewave Devices which
    may provide a right in either:


 


	 	(A)	ideas,
    formulae, algorithms, concepts, inventions or know-how generally including trade secret law, or
	 	 	 
	 	(B)	the
    expression of such ideas, formulae, algorithms, concepts, invention or know-how;


 


	 	(i)	“Licensed
    Software” means the software product licensed by Purchaser as specified on Schedule “A”;
	 	 	 
	 	(j)	“Bundled
    Pulsewave Devices” means the Pulsewave Devices that were sold to the Purchaser to be used with the Licensed Software
    as specified in Schedule “A”.
	 	 	 
	 	(k)	“Parties”
    means Seller, Purchaser and Parent, collectively, and “Party” means any one of them;
	 	 	 
	 	(l)	“Person”
    includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, or any agency or instrumentality
    thereof or any other juridical entity;
	 	 	 
	 	(m)	“Purchase
    Price” means the purchase price to be paid by the Purchaser to Seller for the Licensed Software and Bundled Pulsewave
    Devices as defined in Schedule “B”.
	 	 	 
	 	(n)	“Physiotherapy
    Clinics” means any clinic that offers para-medical services focused on physical therapy, orthotics, chiropractic,
    nutrition, massage, wellness, esthetic & cosmetic services (e.g. “botox”, “restylane”) and related
    non-medical services, sometimes called “multi-disciplinary clinics”. This definition excludes pharmacies and services
    offered by licensed medical professionals including medical doctors (MD/PhD), nurses, nurse practitioners, physician assistants,
    licensed practical nurses and staff that deliver medical care.
	 	 	 
	 	(o)	“Exclusivity
    Conditions” means the conditions as specified in Schedule “C”.
	 	 	 
	 	(p)	“Additional
    Services & Privileges” means the additional services & privileges that are provided by CDX on a “for
    fee” basis or “no fee” basis as specified in schedule “D”
	 	 	 
	 	(q)	“CTG
    Carve Out” means that Physiotherapy Clinics owned and operated by Closing The Gap Healthcare Inc. (CTG) are excluded
    from the exclusive rights granted and marketplace that is assigned to the Purchaser by this Agreement. (CTG currently owns
    and operates 11 Physiotherapy Clinics in Canada).


 


	1.2	Extended
    Meanings


 


Words
expressed in the singular include the plural and vice versa and words in one gender include all genders.


 






    	 



    	 



    

 


	1.3	Entire
    Agreement


 


This
Agreement, including Schedules “A/B/C/D” hereto, together with the agreements and other documents to be delivered
pursuant hereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all
prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties,
representations or other agreements between the Parties in connection with the subject matter hereof except as specifically set
forth herein and therein. The execution of this Agreement has not been induced by, nor do either of the Parties regard as material
any representation not made expressly herein. No supplement, modification or waiver or termination of this Agreement shall be
binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided.


 


	1.4	Headings


 


The
division of this Agreement into Articles, Sections, Subsections and Schedules and the insertion of headings are for convenience
of reference only and shall not affect the construction of interpretation of this Agreement. The Article, Section, Subsection
and Schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and
shall not be considered part of this Agreement.


 


	1.5	Schedules


 


The
following Schedules form part of this Agreement:


 


	 	Schedule
    “A” - 	Description
    and Use of Licensed Software & Bundled Pulsewave Devices
	 	 	 
	 	Schedule
    “B” -	Description
    of Payment of Purchase Price
	 	 	 
	 	Schedule
    “C”- 	Description
    of Exclusivity Conditions
	 	 	 
	 	Schedule
    “D”- 	Description
    of Additional Services & Privileges


 


Article
2


PURCHASE
AND SALE OF PERPETUAL SOFTWARE LICENSE & BUNDLED PULSEWAVE DEVICES


 


	2.1	Software
    License & Bundled Pulsewave Devices


 


Seller
hereby grants to Purchaser and its Group a fully paid up, perpetual, conditionally exclusive licence (Except for the CTG carve
out as specified in section 1.1 (o)) to use the Licensed Software with the Bundled Pulsewave Devices in the form and with the
conditions outlined in detail in Schedule “A/C/D” in the Physical Therapy Clinic marketplace in North America, for
the Purchase Price and Purchaser accepts such license on the terms set out herein. .


 


	2.2	No
    Sale of Intellectual Property


 


The
grant of a licence to use the Licensed Software, as set forth herein, shall not in any way be construed to (i) effect any sale
to Purchaser of any of the Seller’s proprietary technology or (ii) grant Purchaser any rights in, or to, any Intellectual
Property Rights of the Seller other than in accordance with this Agreement.


 






    	 



    	 



    

 


Article
3


CONSIDERATION
FOR PURCHASED LICENSE & BUNDLED PULSEWAVE DEVICES


 


	3.1	Purchase
    Price


 


The
purchase price (the “Purchase Price”) payable by the Purchaser to Seller for the Software License shall be
in the form outlined in detail in Schedule “B”.


 


Article
4


REPRESENTATIONS
AND WARRANTIES


 


	4.1	Representations
    and Warranties of Seller


 


Seller
represents and warrants to Purchaser (and acknowledges that Purchaser is relying thereon) that:


 


	 	(a)	Seller
    Capacity to Own Assets – Seller has all necessary corporate power, authority and capacity to own its property and
    assets (including the Licensed Software).
	 	 	 
	 	(b)	Due
    Authorization – Seller has all necessary corporate power and authority to enter into this Agreement and to carry
    out its obligations hereunder; the execution and delivery of this Agreement and the consummation of the transactions contemplated
    hereunder have been duly authorized by all necessary corporate action on the part of Seller.
	 	 	 
	 	(c)	Enforceability
    of Obligations - This Agreement constitutes a valid and binding obligation of Seller enforceable against it in accordance
    with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction
    and other similar laws generally affecting enforceability of creditors’ rights and that equitable remedies such as specific
    performance and injunction are in the discretion of the court from which they are sought.
	 	 	 
	 	(d)	Absence
    of Conflicting Agreements – Seller is not party to, bound or affected by or subject to any indenture, mortgage,
    lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would
    be violated, contravened, breached by, or under which default would occur as a result of, the execution and delivery of this
    Agreement or the consummation of any of the transactions provided for herein other than with respect to certain third party
    consents which are to be obtained as contemplated hereunder and the CTG Carve Out as defined above in this agreement.
	 	 	 
	 	(e)	Schedules-
    Schedule “A” includes an accurate and comprehensive description of the Licensed Software & Bundled Pulsewave
    Devices. Schedule “B” contains a complete and accurate description of the Purchase Price. Schedule “C”-
    contains a description of Conditional Exclusivity Conditions. Schedule “D”- contains a description of Additional
    Services & Privileges provided by CDX to the Purchaser.
	 	 	 
	 	(f)	Intellectual
    Property - The Seller is the sole legal and beneficial owner of the Intellectual Property and holds its interest in the
    Intellectual Property free and clear of all encumbrances whatsoever.
	 	 	 
	 	(g)	Maintenance
    of Intellectual Property - Seller has dealt with the Intellectual Property in the Licensed Software in such manner as
    to preserve its rights therein including the use of proper notices indicating ownership of and/or rights to use the Intellectual
    Property, to the extent reasonably necessary for the protection of the Intellectual Property, and the prevention of any disclosure
    to the public of any of the confidential information of each which would impair Seller’s rights therein;



 






    	 



    	 



    

 


	 	(h)	Standards
    - Seller used consistent and reasonable commercial standards of quality in their creation and development of the Licensed
    Software. Seller complied in all material respects with all applicable laws and regulations of Canada in the development of
    the Licensed Software.
	 	 	 
	 	(i)	Documentation
    – Seller will deliver to Purchaser all Documentation pertaining to the Licensed Software & Bundled Pulsewave
    Devices that it generally provides to other customers, including any copies of documentation held by companies that developed
    the Licensed Software; provided that the Documentation will not include any source code or other trade secrets of Seller.
	 	 	 
	 	(j)	Third
    Party Claims - Seller represents and warrants, and to the best of their knowledge, no claim has been made that the use
    of any of the Intellectual Property does or may violate the rights of any Person;
	 	 	 
	 	(k)	Right
    to License – Seller is the absolute beneficial owner of the Licensed Software and has the absolute right and ability
    to license the Licensed Software.
	 	 	 
	 	(l)	No
    Litigation - Seller represents and warrants, there is no suit, action, litigation, arbitration proceeding or governmental
    proceeding, including appeals and applications for review, in progress, pending or to the best of Seller’s knowledge,
    threatened against or relating to Seller or affecting the Licensed Software which if determined adversely to Seller might
    materially and adversely affect the Licensed Software and, to the best of Seller’s knowledge, there is not presently
    outstanding against Seller any judgment, decree, injunction, rule or order of any court, governmental department, commission,
    agency, instrumentality or arbitrator relating to or affecting the Licensed Software.


 


	4.2	Representations
    and Warranties of Purchaser and Parent


 


Purchaser
and Parent hereby represents and warrants to Seller (and acknowledges that the Seller is relying thereon) that:


 


	 	(a)	Organization
    and Good Standing – Purchaser and Parent are corporations duly organized, validly existing and in good standing
    under the laws of their jurisdiction of incorporation.
	 	 	 
	 	(b)	Due
    Authorization – Purchaser and Parent have all necessary corporate power and authority to enter into this Agreement
    and to carry out their obligations hereunder; the execution and delivery of this Agreement and the consummation of the transactions
    contemplated hereunder have been duly authorized by all necessary corporate action on the part of Purchaser and Parent.
	 	 	 
	 	(c)	Enforceability
    of Obligations - This Agreement constitutes a valid and binding obligation of Purchaser and Parent enforceable against
    it in accordance with its terms provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization,
    reconstruction and other similar laws generally affecting enforceability of creditor’s rights and that equitable remedies
    such as specific performance and injunction are in the discretion of the court from which they are sought.


 






    	 



    	 



    

 


	4.3	Investment
    Representations.


 


	 	(a)	Investment
    Purpose. As of the Closing Date, Cloud Dx Inc. understands and agrees that the consummation of the exchange of the issuance
    of the Parent Shares, as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable
    state statutes and that the Parent Shares are being acquired for Cloud Dx Inc.’s own account and not with a present
    view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under
    the Securities Act.
	 	 	 
	 	(b)	Investor
    Status. Cloud Dx Inc. is (i) an “accredited investor” as that term is defined in Rule 501(a) of Regulation
    D (an “Accredited Investor”), and/or (ii) an exempt investor in accordance with the provisions of Regulation S
    promulgated under the Securities Act. Cloud Dx Inc. has been furnished with all documents and materials relating to the business,
    finances and operations of both the Parent and NHL, and NHL’s subsidiaries and information that such Cloud Dx Inc. has
    requested and deemed material to making an informed decision regarding this Agreement and the underlying transactions.
	 	 	 
	 	(c)	Reliance
    on Exemptions. Cloud Dx Inc. understands that the Parent Shares are being offered and sold to Cloud Dx Inc. in reliance
    upon specific exemptions from the registration requirements of United States federal and state securities Laws and that the
    Parent and NHL are relying upon the truth and accuracy of, and Cloud Dx Inc.’s compliance with, the representations,
    warranties, agreements, acknowledgments and understandings of Cloud Dx Inc. set forth herein in order to determine the availability
    of such exemptions and the eligibility of Cloud Dx Inc. to acquire the Parent Shares.
	 	 	 
	 	(d)	Information.
    Cloud Dx Inc., and its advisors, if any, have been furnished with all materials relating to the business, finances and operations
    of the Buyer and materials relating to the offer and sale of the Parent Shares which have been requested by Cloud Dx Inc.
    Cloud Dx Inc. and its advisors, if any, have been afforded the opportunity to ask questions of the Buyer. Cloud Dx Inc. and
    its advisors understand that their investment in the Parent Shares involves a significant degree of risk. Cloud Dx Inc. and
    its advisors are not aware of any facts that may constitute a breach of any of the Buyer’s representations and warranties
    made herein.
	 	 	 
	 	(e)	Governmental
    Review. Cloud Dx Inc. and its advisors understand that no United States federal or state agency or any other government
    or governmental agency has passed upon or made any recommendation or endorsement of the Parent Shares.
	 	 	 
	 	(f)	Transfer
    or Resale. Cloud Dx Inc. understands that upon issuance of the Parent Shares (i)the sale or re-sale of the Parent Shares
    has not been and is not being registered under the Securities Act or any applicable state securities Laws, and the Parent
    Shares may not be transferred unless (a) the Parent Shares are sold pursuant to an effective registration statement under
    the Securities Act, (b) Cloud Dx Inc. has delivered to the Parent, at the cost of Cloud Dx Inc., an opinion of counsel that
    shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the
    Parent Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which
    opinion shall be accepted by the Parent, (c) the Parent Shares are sold or transferred to an “affiliate” (as defined
    in Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of Cloud Dx Inc. who agree
    to sell or otherwise transfer the Parent Shares only in accordance with this Section 3.18 and who is an Accredited Investor,
    (d) the Parent Shares are sold pursuant to Rule 144, or (e) the Parent Shares are sold pursuant to Regulation S under the
    Securities Act (or a successor rule) (“Regulation S”), and Cloud Dx Inc. shall have delivered to the Parent, at
    the cost of Cloud Dx Inc., an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel
    in corporate transactions, which opinion shall be accepted by the Parent; (ii) any sale of such Parent Shares made in reliance
    on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale
    of such Parent Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed
    to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under
    the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Parent or NHL nor any other person
    is under any obligation to register such Parent Shares under the Securities Act or any state securities Laws or to comply
    with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained
    herein to the contrary, the Parent Shares may be pledged as collateral in connection with a bona fide margin account or other
    lending arrangement.



 






    	 



    	 



    

 


	 	(g)	Legends.
    Cloud Dx Inc. understand that the Parent Shares issued, until such time as the Parent Shares have been registered under the
    Securities Act, or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities
    as of a particular date that can then be immediately sold, the Parent Shares may bear a standard Rule 144 legend and a stop-transfer
    order may be placed against transfer of the certificates for such Parent Shares.
	 	 	 
	 	(h)	Removal.
    The legend(s) referenced in Section 3.18(g) shall be removed and the Parent shall issue a certificate without such legend
    to the holder of any Parent Shares upon which it is stamped, if, unless otherwise required by applicable state securities
    Laws, (a) the Parent Shares are registered for sale under an effective registration statement filed under the Securities Act,
    or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of
    a particular date that can then be immediately sold, or (b) such holder provides the Parent with an opinion of counsel, in
    form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or
    transfer of such Parent Shares may be made without registration under the Securities Act, which opinion shall be accepted
    by the Parent so that the sale or transfer is affected. Cloud Dx Inc. agrees to sell all Parent Shares, including those represented
    by a certificate(s) from which the legend has been removed, in compliance with SEC regulations.


 


	4.4	Non-Waiver


 


No
investigations made by or on behalf of either Party at any time shall have the effect of waiving, diminishing the scope of or
otherwise affecting any representation or warranty made by the other Party herein or pursuant hereto. No waiver by either Party
of any condition, in whole or in part, shall operate as a waiver of any other condition.


 


	4.5	Nature
    and Survival of Representations and Warranties


 


All
statements contained in any certificate or other instrument delivered by or on behalf of a Party pursuant to or in connection
with the transactions contemplated by this Agreement shall be deemed to be made by such Party hereunder. All representations,
warranties, covenants and agreements herein contained on the part of each of the Parties shall survive the transfer of title to
the Licensed Software and the payment of the consideration therefor until the date that is 18 months after the closing of the
transactions contemplated by this Agreement.


 






    	 



    	 



    

 


Article
5


OTHER
COVENANTS OF THE PARTIES


 


	5.1	Confidentiality


 


The
Purchaser covenants and agrees that it shall not ever directly or indirectly use or divulge to any other Person any information
that is confidential or proprietary information relating to or forming part of the Licensed Software, including any Intellectual
Property therein. Seller shall at all times take such steps as reasonably may be necessary to ensure that their directors, officers,
employees and agents retain the confidentiality of all such confidential or proprietary information.


 


Article
6


INDEMNIFICATION;
LIMITATION OF LIABILITY


 


	6.1	Indemnification
    for Breaches of Covenants, Representations and Warranties


 


Seller
covenants and agrees with Purchaser and Parent to indemnify and save harmless Purchaser and Parent from and against any third
party claims, demands, actions, causes of action, damage, loss, costs, liability or expense (hereinafter in this Article Six called
“Claims”) which may be made or brought against Purchaser and/or which it may suffer or incur as a result of,
in respect of, or arising out of any non-fulfillment of any covenant or agreement on the part of Seller under this Agreement or
any document, agreement or instrument delivered pursuant hereto or any incorrectness in or breach of any representation or warranty
of Seller contained herein. The foregoing obligation of indemnification in respect of such Claims shall be subject to the requirement
that the Seller shall, in respect of any Claim made by any third party, have the right, but not the obligation, in its sole expense
to resist, defend and compromise such claim provided it does so diligently and reasonably throughout the period while such Claim
exists; otherwise the Purchaser and Parent shall have the right to resist, defend and compromise such Claim at the sole expense
of Seller. Regardless of the Party who defends against any such Claim, the other Party agrees to cooperate in good faith with
the defending Party.


 


	6.2	Limitation
    of Liability


 


TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, COVER,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, WHETHER
BASED IN CONTRACT, TORT, OR ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL
NOT APPLY TO CLAIMS FOR BODILY INJURY OR DEATH OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY SELLER’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IN ANY CASE, SELLER’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNT ACTUALLY PAID BY PURCHASER FOR THE LICENSE TO THE SOFTWARE DURING THE SIX MONTH PERIOD PRECEDING SUCH CLAIM.


 


Article
7

GENERAL


 


	7.1	Limited
    Warranty


 


Notwithstanding
the Limited Warranties included with each device sold by the Seller to the Purchaser under this Agreement, any Pulsewave PAD-1A
device found to be defective within 30 days of activation by an end user during the first 24 months of this agreement can be exchanged
for a fully functional equivalent Pulsewave device at no cost to the Purchaser.


 






    	 



    	 



    

 


	7.2	Expenses


 


Each
Party represents and warrants to the other Party that the other Party will not be liable for any brokerage commission, finder’s
fee or other like payment in connection with the transactions contemplated hereby because of any action taken by, or agreement
or understanding reached by, that Party. Each Party shall be responsible for its own costs and expenses (including, without limitation,
the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transactions contemplated hereby.


 


	7.3	Time


 


Time
shall be of the essence hereof.


 


	7.4	Notices


 


Any
notice, demand or other communication required or permitted to be given or made hereunder or for the purposes hereof (hereinafter
in this Section 7.4 called a “Notice”) to any Party shall be in writing and shall be sufficiently given / made
if:


 


	 	(a)	Delivered
    in person during normal business hours on a Business Day and left with a receptionist or other responsible employee of the
    relevant party at the applicable address set forth below;
	 	 	 
	 	(b)	Sent
    by prepaid first-class mail; or
	 	 	 
	 	(c)	Sent
    by any electronic means of sending messages, including facsimile transmission, which produces a paper record (“Electronic
    Transmission”) during normal business hours on a Business Day;


 


In
the case of a notice to Seller, address to:


 


	 	Cloud
    DX Inc.,	-and/or-
	 	100
    - 72 Victoria Street South	20
    Jay Street, #834
	 	Kitchener,
    ON N2G 4Y9, Canada	Brooklyn
    NY, 11201
	 	Email
    – ceo@clouddx.com	 


 


And
in the case of a notice to Purchaser, addressed to it at:


 


Novo
Healthnet Limited


119
Westcreek Drive, Suite 1


Woodbridge,
ON L4L 9N6


Email
- pdalcourt@novohealthnet.com


 


Novo
Integrated Sciences Inc.


 



Attn:
Chris David, President


11120
NE 2nd St., Suite 200


Bellevue,
WA 98004


 


Email:
cdavid@novointegrated.com


 






    	 



    	 



    

 



Each
notice sent in accordance with this section shall be deemed to have been received:


 


	 	(i)	On
    the third Business Day after it was mailed (excluding each Business day during which there existed a general interruption
    of postal services due to strike, lockout or other cause); or
	 	 	 
	 	(ii)	On
    the same day that it was delivered in person or sent by Electronic Transmission, or at the start of business on the first
    Business Day thereafter if the day on which it was sent by Electronic Transmission was not a Business Day.


 


Any
Party may change its address for notice by giving notice to the other Parties (as provided in this section).


 


	7.5	Assignment


 


No
Party shall assign its rights under this Agreement without the prior written consent of the other Party.


 


	7.6	Binding
    on Successors


 


This
Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted
assigns.


 


	7.7	Waiver


 


Any
waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in
writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been
given. No failure on the part of any Party to exercise, and no delay in exercising any right under this Agreement shall operate
as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such
right or the exercise of any other right.


 


	7.8	Invalidity


 


If
any of the provisions contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable
in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way
affected or impaired thereby.


 


	7.9	Further
    Assurances


 


Each
Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like as
may be reasonably required, and will cause the doing of such acts and will cause the execution of such further documents as are
within its power as any other Party may in writing at any time and from time to time reasonably request be done and or executed,
in order to give full effect to the provisions of this Agreement.


 


	7.10	Survival


 


The
provisions of Article 4, Article 5, Article 6, and Article 7 shall remain in force and effect after the termination hereof, until
the date that is 36 months after such termination.


 






    	 



    	 



    

 


	7.11	Independent
    Legal Advice


 


The
Parties hereby acknowledge that each has been advised to seek independent legal counsel in respect of the Agreement and the matters
contemplated herein. To the extent that a Party declines to receive independent legal counsel in respect of the agreement, that
Party waives the right, should a dispute later develop, to rely on its lack of independent legal counsel to avoid its obligations,
to seek indulgences from the other Parties or to otherwise attack the integrity of the agreement and the provisions thereof, in
whole or in part.


 


	7.12	Venue


 


The
Parties agree that the venue for all disputes arising under this agreement or relating hereto shall be the federal and state courts
of the State of Delaware, United States of America. Each Party agrees to the jurisdiction of such courts for all disputes between
the Parties relating to this Agreement.


 


	7.13	Counterparts
    and Facsimile


 


This
agreement may be executed by the Parties in one or more counterparts by original or facsimile signature or by electronic transmission
or pdf, each of which when so executed and delivered shall be an original and such counterparts shall together constitute one
and the same instrument.


 


[Signature
page follows]


 




    	 



    	 



    

 


SIGNATURE
PAGE


 


IN
WITNESS WHEREOF the Parties have duly executed this Agreement.


 


	 	Seller

        CLOUD
        DX, INC.

	 	 	 
	 	By:	/s/
    Robert Kaul
	 	Name:	Robert
    Kaul
	 	Title:	CEO


 


	 	Purchaser

                                                                     NOVO HEALTHNET LIMITED.

	 	 	 
	 	By:	/s/
    Robert Mattacchione
	 	Name:	Robert
    Mattacchione 
	 	Title:	CHAIRMAN


 


	 	Parent

                                                                     Novo Integrated Sciences Inc. 

	 	 
	 	By:	/s/
    Robert Mattacchione
	 	Name:	Robert
    Mattacchione
	 	Title:	CEO


 




    	 



    	 



    

 


SCHEDULE
“A”



DESCRIPTION OF & THE RIGHT TO USE THE LICENSED
SOFTWARE & BUNDLED PULSEWAVE DEVICES


 


		1)	Licensed
                                         Software Products



 


The
Licensed Software Products consist of the following CLOUD DX software products, which represent the current production releases:


 


		a.	Cloud
                                         DX Connected Health web portal for Clinical users
	 	 	 
		b.	Cloud
                                         DX Connected Health Mobile app
	 	 	 
		c.	Cloud
                                         DX Connected Health Windows app
	 	 	 
		d.	Cloud
                                         DX Connected Health MacOS app



 


		2)	Bundled
                                         Pulsewave Devices: An initial Pulsewave PAD-1A USB Blood Pressure Device inventory
                                         of 4,000 units is included in the upfront fee
	 	 	 
		3)	The
                                         PAD-1A devices shall be stored at the Purchaser’s expense in a climate
                                         controlled, ISO certified warehouse rented to the Purchaser by the Seller, and shipped
                                         at the Purchaser’s expense upon delivery of written shipping instructions, as per
                                         the Sellers standard shipping & handling terms.
	 	 	 
		4)	Right
                                         to Use: 



 


		a.	Purchaser
                                         hereby licenses the right to use and sub-license the Licensed Software Products and resell
                                         the Bundled Pulsewave Devices mentioned above subject to the following conditions:



 


		(I)	Internally
                                         within their corporate operations, and the operations of their majority-owned subsidiaries,
                                         divisions and affiliates throughout the world.
	 	 	 
		(II)	Externally
                                         (by way of sub-licence or otherwise) as part of the services offered by the Purchaser
                                         and/or any one or more of its majority-owned subsidiaries, divisions and affiliates to
                                         its and/or their customers, clients and franchisees in accordance with the terms and
                                         conditions in this Agreement.
	 	 	 
		(III)	The
                                         Seller specifically reserves any and all rights to the Licensed Products, and this agreement
                                         contains no rights whatsoever to any Intellectual Property of the Licensed Products or
                                         the Bundled Pulsewave Devices.



 




    	 



    	 



    

 


SCHEDULE
“B”


 


PAYMENT
OF PURCHASE PRICE


 


Payment
Terms: The total Purchase Price of the perpetual license including an initial Bundled Pulsewave Device stocking order as described
in Schedule “A” point (d) and the Additional Services & Privileges as described in Schedule “D” is
$1,250,000.00 CAD which shall be paid to the Seller upon the following terms:


 





	 	1.	Upon closing - $1,000,000 CAD shall be paid in the form of common shares in Novo Integrated Sciences Inc. (the “Payment Shares”) having a par value of $0.001.
	 	 	 
	 	 	The number of shares paid to Cloud DX, Inc. will equal $1,000,000 CAD, converted to US dollars (USD) based on X-rates.com exchange rate on the day prior to the closing date, divided by the average closing price of Novo Integrated Sciences Inc. shares over the 10 business days preceding the closing date.
	 	 	 
		2.	Cash
                                         component of $250,000 CAD shall be invoiced to the Purchaser by the Seller based
                                         on the following deliverables, and paid on the following schedule:



 





	Cloud DX deliverable	 	Novo
                                         payment


(terms: Net 15)



	 	 	 	 
	Heart Friendly Program launches in Clinic #1	 	$	50,000	CAD
	 	 	 	 	 
	Novo-branded Android app delivered as APK file	 	$	35,000	CAD
	 	 	 	 	 
	Novo-branded Clinical portal website delivered	 	$	35,000	CAD
	 	 	 	 	 
	Pulsewave PAD-1A devices – 1st delivery	 	$	20,000	CAD
	 	 	 	 	 
	Marketing services / materials delivered	 	$	25,000	CAD
	 	 	 	 	 
	Cloud DX hires dedicated Novo support FTE	 	$	85,000	CAD








 


Payments
to the Seller shall be made by wire transfer to the following account:


 


Cloud
DX, Inc.


20
Jay Street, #834 Brooklyn NY, 11201


Bank
Name: Santander Bank


Bank
Address: 40 Washington Street, Brooklyn NY, 11201


Account
name: Cloud DX, Inc.


Account
number: 2771788527


Routing
number: 231372691


SWIFT
number (if needed) - SVRNUS33


 






    	 



    	 



    

 


SCHEDULE
“C”


 


CONDITIONAL
EXCLUSIVITY CONDITIONS


 


Licensed
Software Exclusivity Conditions


 


	 	●	Perpetual license – With 5-year Conditional Exclusivity based on the following criteria: 


 


	 	a.	Year 1 - The Purchaser shall have the right to sell and market the Licensed Software exclusively to “Physical Therapy Clinics” as defined in Section 1.1 (m), in Canada and the United States of America, for the first 5 years after the execution date of the agreement, with the exception of Clinics operated by Closing the Gap Healthcare.
	 	 	 
	 	b.	During the 5 year initial period, Novo is expected to sell a minimum of 4,000 Pulsewave devices, and sell a minimum of 200 Franchises;
	 	 	 
	 	c.	In Year 6 and beyond, additional 1-year periods of conditional exclusivity shall be granted provided that Novo sales in the preceding 12 months are equal to total sales achieved in Year 5.
	 	 	 
	 	d.	If the minimums in section (b) above are not met, continued Exclusivity will require the payment of an additional fee, to be negotiated in good faith between the parties.
	 	 	 
	 	e.	2-Way Exclusivity – Novo agrees not to replace the Licensed Software and Pulsewave Devices or offer a competitive offering as long as they are representing the CDX product line.


 




    	 



    	 



    

 


SCHEDULE
“D”


 


ADDITIONAL
SERVICES & PRIVILEGES


 


Additional
Services & Privileges


 


	 	1.	Cloud DX will pay to white label the mobile apps and the Clinician website portal as part of the upfront fee. This project will be described in a separate Statement of Work negotiated between the parties in good faith, including the scope and specifications for the addition of the Purchasers brand images, colors and logos to the Licensed Software.
	 	 	 
	 	2.	Cloud DX will offer a dedicated support person for a minimum of 1 year, M-F, business hours – as part of the upfront license fee. This person will be employed by Cloud DX, starting on a mutually agreed date, and will be responsible for deliverables agreed upon between Cloud DX and the Purchaser. Subject to that agreement, the Purchaser may offer certain incentives based on this Cloud DX employee meeting agreed upon deliverables.
	 	 	 
	 	3.	Cloud DX will provide mutually agreed upon marketing collateral to a total value of $10,000 as part of the upfront fee
	 	 	 
	 	4.	Cloud DX will provide up to 100 hours per year of graphic design time for 1 year as part of the upfront fee
	 	 	 
	 	5.	Cloud DX will allow Novo to purchase an additional 2,000 Pulsewave PAD-1A blood pressure cuffs at a cost of C$64.00 CAD/unit, subject to availability.
	 	 	 
	 	6.	Cloud DX will allow Novo to purchase other/additional Cloud DX devices (scales, oximeters, thermometers, Pulsewave BT adapters) at the Seller’s full landed cost +15% for the duration of the exclusivity period.
	 	 	 
	 	7.	The Parties agree that Cloud DX services in addition to the Licensed Products & Bundled Pulsewave Devices, including but not limited to customization, localization, installation, hardware configuration, second level technical support, hosting services and any other implementation or delivery service requested of the Seller by the Purchaser shall be quoted and invoiced as a separate service, not covered by this Software License Agreement.
	 	 	 
	 	8.	The first year of hosting is included in the upfront license fee,
	 	 	 
	 	9.	The costs for hosting during years 2 through 5 will be billed to the Purchaser as follows:


 


	 	(i) 	For every user activated on the system, Cloud DX will bill $3.00 per month.
	 	(ii) 	Hosting costs will be invoiced to the Purchaser 30 days after the end of each calendar quarter
	 	(iii) 	Total hosting costs will be capped at $6,250.00 per quarter
	 	(iv)	Once the maximum hosting cost is reached, if the Purchaser agrees to pay that cost in a lump sum, Cloud DX will reduce the total by 12%, for an annual cost of $22,000.


 


	 	10.	Notwithstanding #6 above, Cloud DX will guarantee most-favoured-customer prices on all Cloud DX devices and services based on similar quantities and products, as long as the Purchaser is under license.
	 	 	 
	 	11.	The cost of ISO-approved storage for the Pulsewave PAD 1A devices at 100 – 72 Victoria Street S, Kitchener, ON is included for a period of twelve (12) months from the closing date of this Agreement. Additional storage, if required, shall be charged at $300 CAD per month and invoiced to the Purchaser on Net 30 terms.
	 	 	 
	 	12.	Cloud DX will allow Novo to design additions to device packaging stating that devices are distributed by Novo, so long as these additions meet medical device regulations (listing Cloud DX as manufacturer and Novo as licensee).
	 	 	 
	 	13.	Cloud DX will allow Novo to offer turnkey versions of Cloud DX powered programs (including but not limited to Weight Loss management, Hypertension Management and Stress Management) to their Franchisees under a separate Statement of Work for each program. That Statement of Work will describe the program deliverables, costs and revenue sharing between Novo and Cloud DX.
	 	 	 
	 	14.	Notwithstanding Schedule A, 4(a)(III), any such versions of Cloud DX powered programs, including but not restricted to Novo-branded versions Weight Management, Hypertension Management, or other wellness programs customized for Novo using the Licensed Products shall constitute Intellectual Property of Novo and shall be a permitted use under this License.
	 	 	 
	 	15.	Cloud DX will allow Novo to own the trademarks to their versions to any such jointly marketed products, so long as all medical device regulations including FDA and Health Canada regulations are met and all Novo marketing materials mention Cloud DX as the manufacturer/developer of the underlying technology as required by law.