Exhibit 10.1


 


Amendment
No. 1 to Share Purchase Agreement


 


Dated
as of December 30, 2022


 


This
Amendment No. 1 to Share Purchase Agreement, (this “Amendment”) is entered into as of the date first set forth above (the
“Amendment Date”), by and among (i) Novo Integrated Sciences, Inc., a Nevada corporation (the Company”); (ii) SwagCheck
Inc.., a Delaware corporation (“SWAG”); and (iii) all of the shareholders of SWAG (the “Shareholders”). Each
of the Company, SWAG and the Shareholders may be referred to herein collectively as the “Parties” and separately as a “Party.”


 


WHEREAS,
the Parties are all of the Parties to that Share Purchase Agreement, dated as of December 23, 2022 (the “Original Agreement”)
and now desire to amend the Original Agreement 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 here from, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:


 


		1.	Defined
                                            terms used herein without definition shall have the meanings given in the Original Agreement.



 


		2.	The
                                            Original Agreement Section 2.05 is hereby amended as follows: “The closing of the Share
                                            Purchase (the “Closing”) shall occur no later than January 10, 2023 by
                                            11:59 p.m. EST (the “Closing Date”) with all contemplated extensions being
                                            subject to the U.S. Distrcit Court Central District of California appointed Receiver’s
                                            stipulations, conditions, and limitations. Prior to the Closing Date, the Parties shall have
                                            either been satisfied with or provided their waiver (by the Party for whose benefit the conditions
                                            exist) of the conditions to Closing set forth in Article VI, at the offices of Novo Integrated
                                            Sciences Inc., at 11:59 p.m. EST, or at such other date, time or place as the Company and
                                            the SWAGSHAR may agree in writing. At the Closing:



 


		(a)	SAWGSHAR
                                            shall deliver certificates representing the transfer of shares to the Sellers, in
                                            addition to the Organizational Documents of SWAG, and



 


		(b)	The
                                            Company and the SWAG Parties shall execute, acknowledge, and deliver (or shall ensure to
                                            be executed, acknowledged, and delivered), any and all certificates, opinions, financial
                                            statements, schedules, agreements, resolutions, rulings or other instruments required by
                                            this Agreement to be so delivered at or prior to the Closing, together with such other items
                                            as may be reasonably requested by the Parties and their respective legal counsel in order
                                            to effectuate or evidence the transactions contemplated hereby.”



 






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		3.	The
                                            Original Agreement Section 6.03(d) is hereby amended as follows: “A total amount of
                                            Ninety-two Million ($92,000,000.00) will be distributed as follows: (i) Sixty Million Dollars
                                            directly to the court-appointed receiver for the purchase of the OPHIR Collection by SWAG,
                                            and (ii) the Mark-up of Thirty-two Million Dollars directly for the benefit of the SWAGSHARE.
                                            The $92,000,000 is to be provided by a competent financing party. Neither the Company nor
                                            Blackie Capital nor any other person acting for the benefit of these parties shall correspond
                                            or communicate with the Receiver at any time, now or in the future. Nothing in this agreement
                                            requires Swagcheck or its representatives to contact the Receiver for any further extensions.
                                            Any transaction effectuated on behalf of the buyer is irrevocable and “as is”.”



 


		4.	The
                                            Original Agreement Section 6.03(e) is hereby deleted.



 


		5.	Other
                                            than as amended here, the Original Agreement shall remain in full force and effect. Following
                                            the Amendment Date, any reference in the Original Agreement to the “Agreement”
                                            shall be deemed a reference to the Original Agreement as amended by this Amendment.



 


		6.	This
                                            Amendment shall be governed by, enforced, and construed under and in accordance with the
                                            Laws of Florida, without giving effect to principles of conflicts of law thereunder.



 


		7.	This
                                            Amendment 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. Counterparts may be delivered
                                            via facsimile, electronic mail (including pdf or any electronic signature complying with
                                            the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
                                            and any counterpart so delivered shall be deemed to have been duly and validly delivered
                                            and be valid and effective for all purposes.



 


[Signature
Pages Follow]


 






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IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Date.


 


	 	Novo Integrated Sciences, Inc.
	 	 
	 	By:	/s/ Robert Mattacchione
	 	Name:	Robert Mattacchione
	 	Title:	Chief Executive Officer
	 	 
	 	SwagCheck, Inc.
	 	 
	 	By:	/s/ Simon Levin
	 	Name:	Simon Levin
	 	Title:	Chief Executive Officer
	 	 
	 	SwagCheck Inc. Shareholders:
	 	 
	 	/s/ Simon Levin
	 	Name:	Simon Levin
	 	 
	 	/s/ Robert Davidoff
	 	Name:	 Robert Davidoff
	 	 
	 	/s/ Jason Olsen
	 	Name:	Jason Olsen
	 	 
	 	/s/ Sam Li
	 	Name:	Sam Li
	 	 
	 	/s/ Oliver Winterbone
	 	Name:	Oliver Winterbone




 






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