Exhibit
10.3


 


Amendment
No. 3 to


SHARE
EXCHANGE AGREEMENT


Dated
as of February 27, 2019


 


This
Amendment No. 3 to Share Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above
by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (the “Parent”); (ii) Novo Healthnet Limited,
a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada (“NHL” and together
with the Parent, the “Buyer”) and (iii) CannaPiece Group Inc., an Ontario, Canada corporation (“CPG”,
“Seller”). Each of the Parent, NHL and CPG may be referred to herein collectively as the “Parties” and
separately as a “Party.


 


WHEREAS,
the Parent, NHL and CPG are parties to that certain Share Exchange Agreement dated as of December 18. 2018 (the “Original
Agreement”); and


 


WHEREAS,
on January 7, 2019, the Parties amended Section 2.02 (b) of the Original Agreement (“Amendment #1”) as follows:


 


(a)
Section 2.02(b) of the Original Agreement is hereby amended in its entirety to provide as follows: “The Subscription Agreements
value will be CAD $5,000,000 in the aggregate (the “Investment”). The Subscription Agreements for the total Investment
will be executed and delivered by CPG, together with payment of the applicable subscription funds, by no later than January 31,
2019.”


 


WHEREAS,
on January 31, 2019, the Parties amended Section 2.02 (b) of the Original Agreement (“Amendment #2”) as follows:


 


	 	(a)	Section 2.02(b) of the Original Agreement is hereby
amended in its entirety to provide as follows: “The Subscription Agreements value will be CAD $5,000,000 in the aggregate
(the “Investment”). The Subscription Agreements for the total Investment will be executed and delivered by CPG, together
with payment of the applicable subscription funds, by no later than February 28, 2019.”




 


WHEREAS,
the Parties now desire to amend the Original Agreement, Amendment #1 and Amendment #2, as set forth herein;


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and
the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, it is hereby agreed as follows:


 


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




 


3.
Amendment.


 


(a)
Section 2.02(b) of the Original Agreement is hereby amended in its entirety to provide as follows: “The Subscription Agreements
value will be CAD $5,000,000 in the aggregate (the “Investment”). The Subscription Agreements for the total Investment
will be executed and delivered by CPG, together with payment of the applicable subscription funds, by no later than April 30,
2019.”


 


4.
Miscellaneous.


 


	 	(a)	Other than as amended herein, the Original Agreement
shall remain in full force and effect.
	 	 	 
	 	(b)	This Amendment #3 shall be governed by, enforced, and
construed under and in accordance with the Laws of the State of Nevada, 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 Amendment #3 shall be brought exclusively in the state or federal courts of the United States
with jurisdiction in Palm Beach County, Florida. By execution and delivery of this Amendment #3, 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.
	 	 	 
	 	(c)	The headings contained in this Amendment #3 are intended
solely for convenience and shall not affect the rights of the Parties.
	 	 	 
	 	(d)	This Amendment #3 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 #3 shall constitute delivery of an executed
original and shall be binding upon the person whose signature appears on the transmitted copy.




 


[Signatures
Appear on Following Page]


 




    	 	 	 



    	 



    

 


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


 


	 	Novo Integrated Sciences, Inc.
	 	 	 
	 	By:
    	/s/
    Robert Mattacchione
	 	Name:
    	Robert
    Mattacchione
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	Novo Healthnet Limited 
	 	 	 
	 	By:
    	/s/
    Dr. Pierre Dalcourt
	 	Name:
    	Dr.
    Pierre Dalcourt
	 	Title:
    	President
	 	 	 
	 	CannaPiece Group Inc.
	 	 	 
	 	By:
	/s/
    Ahmad Rasouli
	 	Name:
	Ahmad
    Rasouli
	 	Title:
    	CEO