Memorandum
of Understanding


 











 



 


This
Memorandum of Understanding (the “MOU”) is effective March 26, 2018,


 





	BETWEEN:	Novo
    Healthnet Limited, (hereafter referred to as “NOVO”) a corporation organized under the laws of the
    Province of Ontario and is a wholly owned subsidiary of Novo Integrated Sciences, Inc. (hereafter referred to as “NVOS”),
    with Novo Healthnet Limited’s head office located at:
	 	 
	 	309
        Pennsylvania Ave.

        Concord,
        Ontario, Canada, L4K 5K9














 


	AND:
    	China
    Quantum Life Science Technologies Holding Limited (hereafter referred to as “CQLST”), a corporation
    organized under the laws of China, with its head office located at:
	 	 
	 	Unit
                                         3A,12/F, Kaiser Centre, No. 18 Centre Street

        Sai
        Ying Pun, Hong Kong

















 


WHEREAS


 




	A.	NOVO
                                         and CQLST (each a “Party” and collectively referred to as the “Parties")
                                         are mutually interested in the creation of a strategic business relationship in which
                                         NOVO is offering CQLST the opportunity to subscribe to shares in NVOS at a predetermined
                                         price as identified within this agreement. The primary purpose for the capital funding
                                         is for expansion into the U.S. Healthcare markets, and to complete certain other potential
                                         acquisitions that have been previously identified and announced.






 


	B.	CQLST
                                         will provide investment capital funding in a structure amenable to the desires and regulatory
                                         requirements necessary for the use of such capital while conforming to the business objectives
                                         of the Parties. CQLST would also be responsible in identifying staffing solutions by
                                         way of post-secondary educational relationships and programs in order to adequately and
                                         professionally staff the facilities.















 




    	Page 1 of 6



    	 



    




 


	C.	The
                                         parties agree to form a separate joint venture entity under the name Novo China Health
                                         Group (“Novo China”) in which CQLST will be the majority owner (70%)
                                         and Licensed Management Company of operations in Greater China that will offer Physical
                                         Therapy, Chiropractic, Rehabilitation, Pain Management, and other Holistic Care within
                                         Medical Facilities in the newly established network located in China. The clinics will
                                         have the option of utilizing NOVO’s existing care protocols where appropriate and
                                         managed under NOVO management policies via CQLST as the Licensed Management Company.
                                         The Novo China clinics would also utilize NOVO’s proprietary technologies in Virtual
                                         Care and Telemedicine (also referred to as Novo Health Link), assessment and treatment
                                         as well as allow access to NVOS e-commerce portals carrying proprietary and endorsed
                                         health and wellness products. Additionally, CQLST, in accordance to its ownership interest
                                         in Novo China, will have the ability to market and sell authorized and approved health
                                         and wellness products into the U.S. and Canadian marketplace via NVOS owned clinics and
                                         affiliate medical practices.






 





	D.	The
                                         parties also agree that the Novo China joint venture business entity can spin-off into
                                         a separate Public Company when the Novo China business entity reaches a level of financial
                                         performance and achieves other important milestones that the Novo China Board of Directors
                                         deems it appropriate for such an event to occur.






 


	E.	The
                                         parties have engaged in discussions relating to these intentions and the Parties now
                                         wish to enter into this MOU to describe the agreed principles between the Parties on
                                         how to materialize and pursue a Definitive Agreement (the “Agreement”).






 


NOW
THE PARTIES HEREBY AGREE AS FOLLOWS:







 





	a)	The
                                         Parties bind themselves on an exclusive basis for the term of this MOU, to evaluate the
                                         possibilities in executing the transaction. During this period, neither Party shall,
                                         and each Party shall ensure that no Affiliate (as such term is defined below) of such
                                         Party shall, directly or indirectly, on its own behalf or in conjunction with others,
                                         through any representative, director, officer, shareholder, adviser, agent, employee
                                         or otherwise, solicit or obtain offers from, negotiate or in any manner encourage, discuss,
                                         accept, or consider any proposal of any other person relating to and/or which could be
                                         considered as competing with either of the Parties in the Project. This exclusivity period
                                         may be extended by the written agreement of the Parties. The term "Affiliate"
                                         shall mean with respect to any Party, any person, which directly or indirectly owns,
                                         or is owned by that Party; for the purposes of this definition, "to own" means
                                         to hold any interest in the share capital or the voting rights of the owned entity. Additionally,
                                         both Parties agree to continue the business relationship outlined herein on a mutually
                                         exclusive basis.








    	Page 2 of 6



    	 



    

 


	b)	Within
                                         the agreement, NOVO will:






 


		1.	Provide
                                         CQLST shares of NVOS Stock in exchange for the capital funding;



		2.	Provide
                                         CQLST one Board Seat on the NVOS Board with voting rights, and will allow Mr. Kris Shiming
                                         Yang to act as proxy and interpreter on behalf of CQLST;









 


		3.	Provide
                                         executive level oversight;



 


		4.	Provide
                                         proprietary technology protocols and product solutions, and e-commerce platform;






	c)	Within
    the agreement CQLST will:












 





		1.	Provide
                                         NOVO capital funding commitment of $5 Million USD which will be issued upon the effective
                                         close date in exchange for NVOS Restricted Stock (OTC: NVOS) priced at $0.50 per share,
                                         which equals 10,000,000 shares;
	 	 	 
		2.	Provide
                                         the entire capital funding commitment on or before May 15, 2018;
	 	 	 
		3.	Provide
                                         new clinic location details for Novo China operations;
	 	 	 
		4.	Provide
                                         access to clinic staffing solutions for Novo China operations;



 


	d)	The
                                         capital funding agreement will be drafted and executed within 30 days of acceptance of
                                         this MOU, with an effective closing and capital funding date of May 15, 2018.









 





	e)	Both
    Parties will arrange all corporate approvals necessary for the execution of the final agreement.










 


	f)	The
                                         agreement will be exclusive and perpetual.






 




    	Page 3 of 6



    	 



    

 


	g)	This
                                         MOU and any correspondence is confidential, thus both Parties are held to NDA general
                                         rules and conditions for as long as these negotiations and final agreement execution
                                         is completed.



 


	h)	Unless
                                         otherwise agreed in writing by the Parties, each Party shall bear its own costs. All
                                         costs incurred up to this period in time shall be borne by each Party being responsible
                                         for it.



 


	i)	This
                                         MOU is effective from the date of signing and will have a term of (30) calendar days
                                         unless earlier terminated in writing.



 


	j)	Either
                                         Party has the right to terminate the License Management Company agreement by notice in
                                         writing to the other Party if:



 


		1.	the
                                         other Party becomes insolvent;



 


		2.	the
                                         other Party commits a breach of this agreement; and the breach is material and not capable
                                         of being cured; or the breach is capable of being cured and the defaulting Party fails
                                         to cure the breach within 30 Business Days of being notified in writing of the breach
                                         by the Party giving the notice.



 


	k)	All
                                         notices and communications relating to this MOU shall be in writing and shall be delivered
                                         by hand, or sent by email, air courier or registered mail to the parties at the following
                                         addresses:



 





	If
    to NOVO:	 	Novo
    Healthnet Limited 
		 	309
    Pennsylvania Ave.
	 	 	Concord,
                                         Ont. Canada, L4K 5K9

        

	 	 	Attention:
                                         Robert Mattacchione

        

	 	 	Email:
                                                                                           

        

	 	 	 
	If
    to CQLST :	 	China
                                         Quantum Life Science Technologies Holding Limited

        

		 	Unit
                                         3A,12/F, Kaiser Centre, No. 18 Centre Street

        

	 	 	Sai
                                         Ying Pun, Hong Kong

        

	 	 	Attention:
                                         Ranxu Fu

        

			Email:

                                                  











 




    	Page 4 of 6



    	 



    




 


A
Party may change its address and/or email for purposes of notification given pursuant to this MOU by delivering a written
notice to the other Party specifying the new physical address and/or email address at least fifteen (15) days prior to the effective
date of such change.








 


	l)	This
                                         MOU shall be governed by, construed and enforced in accordance with the laws of the Province
                                         of Ontario, Canada.



 





	m)	This
                                         MOU may not be assigned by either Party.

        











 


	n)	This
                                         MOU may not be altered, modified, amended or changed in any manner, except by a written
                                         agreement executed and delivered by authorized representatives of the Parties.



 





	o)	Neither
    Party shall make a press release or public disclosure of the contents of this MOU, except as may be required to comply with
    any applicable law, judicial order or regulatory requirement, without first obtaining the other Party’s written consent
    to its timing and content, which may not reasonably withheld. If a press release or public disclosure is required to comply
    with any applicable law, judicial order or regulatory requirement, the Party required to issue the press release or make the
    public disclosure shall consult with and consider, in good faith, the other Party’s suggested changes to the proposed
    press release or public disclosure.
	 	 
	p)	This
    MOU constitutes the entire agreement between the Parties (including their affiliates) with respect to all matters contained
    herein and supersedes all prior agreements and negotiations carried out between the Parties.
	 	 
	q)	 If
                                         at any time one or more of the provisions of this MOU is or becomes invalid, illegal
                                         or unenforceable in any

        respect
        under any law or regulation by which it may be governed or affected, the validity, legality and enforceability of the
        remaining provisions shall not be in any way affected or impaired as a result.











 




    	Page 5 of 6



    	 



    




 


'Ihis
agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties. 


 


IN
WITNESS WHEREOF, each party to this agreement has caused it to be executed as of April 8, 2018.


 


	 	 	[SEAL]
	Novo Healthnet Limited	 	China Quantum Life Science Technologies Holding Limited
	 	 	 
	/s/ Robert Mattacchione	 	/s/ Ranxa Fu
	Authorized Signature	 	Authorized Signature
	Robert Mattacchione, Chairman	 	Ranxa Fu, Director


 


Novo Integrated Sciences, Inc.


 


	/s/ Christopher David	 
	Authorized Signature	 
	Christopher David, President	 


 



    	Page 6 of 6