Exhibit 10.1

SHARE EXCHANGE AGREEMENT

by and among

Novo Integrated Sciences, Inc.

Novo Healthnet Limited

Acenzia Inc.

Ambour Holdings Inc.

Avec8 Holdings Inc.

Indrajit Sinha

Grant Bourdeau

and

Derrick Bourdeau

TABLE OF CONTENTS

Schedules and Exhibits

Company Disclosure Schedule

ACZ Disclosure Schedule

SHARE EXCHANGE AGREEMENT

Dated as of May 28, 2021

This Share Exchange Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) 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”.

RECITALS

WHEREAS, Parent is a public company, the common stock, $0.001 par value per share (the “Common Stock”), of which is registered under the Securities Act, which files periodic reports with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

WHEREAS, NHL is a wholly-owned subsidiary of the Parent and is in the business of providing multi-disciplinary primary healthcare services and products through the integration of medical technology, advanced therapeutics, and rehabilitative science; and

WHEREAS, ACZ is in the business of providing nutraceutical health solutions through advanced bio-science research and development, proprietary manufacturing, and personalized diagnostic therapeutics (the “ACZ Business”) at the following location (the “Location”):

1580 Rossi Drive

Oldcastle, Ontario, Canada N9G 0B8; and

WHEREAS, Ambour holds 625,000 Class C special shares in ACZ (the “Ambour Shares”); and

WHEREAS, Avec8 holds 773,000 Class D special shares in ACZ (the “Avec8 Shares”); and

WHEREAS, IS holds 100 Class 3 common shares, 3,000 Class 2 common shares and 7,438,258 Class A special shares in ACZ (the “IS Shares”); and

WHEREAS, GB holds 100 Class 1 common shares, 3,000 Class 2 common shares, 6,969,050 Class A special shares, 617,208 Class B special shares (the “GB Shares”); and

WHEREAS, Derrick Bourdeau holds 800 Class 2 common shares, 525,000 Class A special shares and 561,777 Class B special shares in ACZ (the “DB Shares and collectively with the Ambour Shares, the “Avec8 Shares”, the “IS Shares” and the “GB Shares”, the “ACZ Purchased Shares”); and

WHEREAS, the Parent, NHL, ACZ, and the ACZ Shareholders agree to enter into this definitive Share Exchange 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

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants, agreements, representations, warranties and indemnities of the Parties herein contained and the mutual benefits to the Parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

Article I. DEFINITIONS

Section 1.01 Definitions. For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set forth below and grammatical variations of such terms shall have corresponding meanings:

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires, in this Agreement:

Section 1.03 Terms. Unless otherwise expressly provided, all accounting terms, determinations and computations used in this Agreement shall be interpreted and all financial information shall be prepared in accordance with GAAP from time to time, consistently applied

Article II. SHARE EXCHANGE

Section 2.01 Purchased Shares. On the terms and subject to the conditions of this Agreement, the ACZ Shareholders agree to sell, assign and transfer to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and NHL agrees to purchase from the ACZ Shareholders, effective as of the Closing Date, all of the ACZ Purchased Shares in consideration for the Purchase Price.

Section 2.02 Purchase Price. The aggregate purchase price (the “Purchase Price”) payable to the ACZ Shareholders, by NHL, for the ACZ Purchased Shares shall be $25,000,000 less the Long-Term Debt and subject to the Working Capital Adjustment and Working Capital Allowance advanced (the “Adjusted Purchase Price”). The Purchase Price shall be allocated as follows: (a) first, to the Related Party Loans; and (b) second, to the purchase of the ACZ Purchased Shares, provided that at least $1 of the Purchase Price shall be allocated to the purchase of the ACZ Purchased Shares.

Section 2.03 Satisfaction of Purchase Price. The Buyer shall pay the Purchase Price at Closing by:

Section 2.04 Purchase Price Adjustment.

Section 2.05 Closing. The closing of the Agreement (the “Closing”) shall occur upon the mutual agreement of the Parties that all closing conditions have been met, (the “Closing Date”). 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 Healthnet Limited, 119 Westcreek Drive, Suite 1, Woodbridge Ontario Canada L4L 9N6 at 4:00 p.m. EST, or at such other date, time or place as the Parties may agree. At the Closing:

Section 2.06 Working Capital Allowance. The Company shall create an allowance for working capital in the amount of Two Million Dollars CAD for the purposes of sustaining organic growth. The advance of any working capital amount is subject to the Company’s board approval and is solely based on the creation and submission of a use of proceeds and budget report, any amount advanced will be structured as a commercially reasonable loan and will reduce the total Purchase Price by the amount advanced, such reduction will result in the ACZ Shareholders surrendering that number of Exchangeable Shares equal to the advance divided by $3.91.

Section 2.07 Litigation Funding. The Company agrees that ACZ shall pay all costs incurred by the ACZ Shareholders in respect of their litigation, as plaintiff, against (i) Perley-Robertson, Hill & McDougall LLP, (ii) Element Nutrition, (iii) Genuine Health, (iv) SecondLife Global, (v) Neobourne Pharma LP, and (vi) 9416-6287 Quebec Inc. dba SLoOp (the “Shareholder Litigation”) up to a maximum as determined by the Company. On final judgment being rendered in the Shareholder Litigation, the ACZ Shareholders agree to refund to ACZ (i) the entire amount of such litigation costs incurred out of the proceeds from the Shareholder Litigation, (ii) interest at a rate of 8 percent per annum, and (iii) 25 percent of proceeds realized from the listed Shareholder litigation. If any Shareholder Litigation results in a cost recuperation defiency, the ACZ Shareholders are not liable for related litigation cost for each plaintiff case listed herein.

Section 2.08 Board of Directors. Concurrent with Closing, GB and IS shall be appointed as directors of the Parent and the Parent shall enter into an agreement with GB and IS in the form attached hereto as Exhibit F providing for the Board Nomination Rights.

Section 2.09 Tax Consequences. For U.S. federal income tax purposes, the Exchange is not intended to be a “reorganization” within the meaning of the Code and the Treasury Regulations. Each Party is responsible for their own taxable consequences as a result of the Exchange.

Section 2.10 Conveyance Taxes. The respective beneficiaries will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by this Agreement.

Article III. REPRESENTATIONS, COVENANTS, AND WARRANTIES CONCERNING ACZ

Each of the ACZ Parties represents and warrants to the Company as follows, except as set forth in the ACZ Disclosure Schedule, attached hereto, referencing the applicable Section of this Article III to which such disclosure related, and acknowledges that Buyer is relying on such representations and warranties in connection with its purchase of the ACZ Purchased Shares and the other transactions contemplated by this Agreement.

Section 3.01 Corporate Existence and Power of ACZ. ACZ is an Ontario corporation duly organized, validly existing, and in good standing under the Laws of the Province of Ontario, Canada, and has the power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. ACZ has delivered to the Company complete and correct copies of the organizational documents of ACZ as of the Closing Date (the “ACZ Organizational Documents”). ACZ has full legal power and authority to carry on the ACZ Business as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets. Except as set forth in the ACZ Disclosure Schedule, ACZ does not have any subsidiaries or direct or indirect interest (by way of stock ownership, partnership ownership, joint venture ownership, or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

Section 3.02 Due Authorization. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate (i) any provision of the ACZ Organizational Documents, or (ii) any applicable Law. ACZ has taken all actions required by Law, the ACZ Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and to consummate the transactions herein contemplated. This Agreement has been duly executed and delivered by ACZ and upon its execution and delivery will constitute a valid and legally binding agreement in accordance with its terms.

Section 3.03 No Other Agreement to Purchase. No person or entity, other than the Company, has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the ACZ Shareholders of the ACZ Purchased Shares or any assets from ACZ necessary to carry on the ACZ Business other than pursuant to normal purchase orders for inventory accepted by the ACZ in the ordinary course of the ACZ Business.

Section 3.04 No Violation. Subject to obtaining the Consents, the execution and delivery of this Agreement and the Transaction Documents by ACZ and the consummation of the transactions herein and therein provided for will not result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of the ACZ under (whether after giving notice, lapsed time or otherwise): (i) any Contract to which the ACZ is a party or by which ACZ or its properties are bound; (ii) any provision of the constituting documents of ACZ; (iii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over ACZ; (iv) any license, permit, approval, consent or authorization held by ACZ or necessary to the operation of the ACZ Business; (v) any applicable Legal Requirement; and (vi) the creation or imposition of any Encumbrance on the ACZ Purchased Shares or the Assets of ACZ.

Section 3.05 Valid Obligation. This Agreement and all agreements and other documents executed by ACZ in connection herewith constitute the valid and binding obligations of ACZ, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 3.06 ACZ Assets. The ACZ Assets are owned by ACZ as the sole legal and beneficial owner thereof, with a good and marketable title thereto, or ACZ has a valid leasehold interest in, or license of, or right to use, free and clear of all Encumbrances, other than Permitted Encumbrances, all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible, including the right to any commissions associated with the ACZ Business) which are shown on the Interim Balance Sheet, or which are used by ACZ to carry on the ACZ Business. No Related Party owns any properties or assets (whether real, personal, or mixed and whether tangible or intangible) which are used in the ACZ Business. The ACZ Assets are sufficient to operate ACZ in the manner conducted on the Interim Balance Sheet Date.

Section 3.07 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by any ACZ Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 3.08 Real Property. ACZ does not own any real property used in connection with the ACZ Business other than as disclosed in Section 3.08 of the ACZ Disclosure Schedule.

Section 3.09 Intellectual Property.

Section 3.10 Insurance. ACZ has the ACZ Assets insured against loss or damage by all insurable hazards or risks on a replacement cost basis and such insurance coverage will be continued in full force and effect to and including the Time of Closing. Section 3.10 of the ACZ Disclosure Schedule sets forth all insurance policies (specifying the insurer, the amount of the coverage, the type of insurance, the policy number, and any pending claims thereunder) maintained by the ACZ Parties on the Purchased and Controlled Assets or personnel as of the date hereof and true and complete copies of the most recent inspection reports, if any, received from insurance underwriters or others as to the condition of the Purchased and Controlled Assets. The ACZ Parties are not in default with respect to any of the provisions contained in any such insurance policy and have not failed to give any notice or present any claim under any such insurance policy in a due and timely fashion. The ACZ Parties have provided a true copy of each insurance policy referred to in Section 3.10 of the ACZ Disclosure Schedule to the Company.

Section 3.11 No Expropriation. No part of the ACZ Assets have been taken or expropriated by any federal, state, municipal or other authority, nor has any notice or proceeding in respect thereof been given or commenced, nor are the ACZ Parties aware of any intent or proposal to give any such notice or commence any such proceedings.

Section 3.12 Contracts. Section 3.12 of the ACZ Disclosure Schedule sets forth a true and complete list of each Contract to which ACZ is a party involving the payment of consideration in excess of Two Thousand Dollars ($2,000.00), not including the Leases but including Customer Contracts. There are no agreements or understandings between ACZ and any customer of any kind or nature, including, without limitation, agreements with respect to refunds, credits, allowances, discounts or free services or products. No consent of any party to any Contract is required for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby except for the Consents. To the Knowledge of the ACZ Parties:

Section 3.13 Compliance with Legal Requirements. Licenses. ACZ has complied with all Legal Requirements applicable to the ACZ Business. Section 3.13 of the ACZ Disclosure Schedule sets forth a complete and accurate list of all licenses, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, and all applications therefor (the “Licenses”) held by or granted to ACZ, and there are no other licenses, permits, approvals, consents, certificates, registrations or authorizations necessary to carry on the ACZ Business or to own or lease any of the ACZ Assets. Each License is valid, subsisting and in good standing and ACZ is not in default or breach of any License and, to the Knowledge of the ACZ Parties, no proceeding is pending or threatened to revoke or limit any License. ACZ has provided a true and complete copy of each License and all amendments thereto to the Buyer.

Section 3.14 Consents and Approvals. There is no requirement to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval (“Governmental Approvals”) of, any Governmental Authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract to which ACZ is a party or by which it is bound to give any notice to, or to obtain the consent or approval of, any party to such agreement, instrument or commitment relating to the consummation of the transactions contemplated by this Agreement other than the Consents in respect of the Long-Term Debt.

Section 3.15 Financial Statements. The Annual Financial Statements and the Interim Financial Statements (the “Financial Statements”) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, subject to adjustment in the case of the Annual Financial Statements based on the financial information provided by ACZ, are correct and complete and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of ACZ as at the respective dates of the Financial Statements and the sales, earnings and results of operations of ACZ for the respective periods covered by the Financial Statements. As at the date hereof, there has not been any adverse change to the financial position and condition of ACZ as compared to that shown on or reflected in the Financial Statements. ACZ has provided true and complete copies of the Financial Statements to the Buyer.

Section 3.16 Books and Records. The books and records of ACZ fairly and correctly set out and disclose, in accordance with generally accepted accounting principles, the financial position of ACZ as at the date hereof, and all financial transactions of ACZ have been accurately recorded in such books and records.

Section 3.17 Absence of Changes. Since the Interim Balance Sheet Date, the ACZ Business has been conducted only in the ordinary and normal course consistent with past practice and there has not been:

Section 3.18 Non-Arm’s Length Transactions. Since the Interim Balance Sheet Date, ACZ has not made any payment or loan to or borrowed any moneys from or is otherwise indebted to, any Related Party, except as disclosed on the Financial Statements and except for usual employee reimbursements and compensation paid in the normal ordinary course of the Business. Except for Contracts of employment, ACZ is not a party to any Contract, nor has it engaged in any transaction with any Related Party, except as contemplated by this Agreement. No Related Party:

Section 3.19 Tax Matters. All federal, state, provincial, county, local and foreign taxes, including without limitation, income, gross receipts, excise, import, ad valorem, property, franchise, license, sales, use, payroll, severance and windfall profits taxes, including any penalty, addition to tax, interest, assessment or other charge imposed thereon (collectively, “Taxes”), due and payable by ACZ for any period ending prior to the Closing Date have been paid in ful1, except for those current taxes not yet due. There are no federal, state provincial, or local tax Encumbrances upon any of the ACZ Assets. All Tax Returns required to be filed by or with respect to ACZ prior to the Closing Date have been filed and all Taxes due as shown thereon have been paid. All such Tax Returns are true, correct and complete and accurately set forth all items to the extent required to be reflected or incurred in such Tax Returns by applicable Legal Requirements. No issues have been raised (or are currently pending) by any Governmental Authority the adverse determination of which could result in an Encumbrance upon ACZ Assets. No waivers of statutes of limitations as to any tax matters have been given or requested with respect to ACZ. ACZ has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party and no person treated as an independent contractor has been reclassified as an employee by any governmental authority. ACZ is not a party to any Tax allocation or Tax sharing agreement. There is no obligation to file Tax Returns in any jurisdiction in which ACZ currently is not filing such Tax Return.

Section 3.20 Litigation. There are no actions, suits or proceedings (whether or not purportedly on behalf of ACZ) pending or, to the Knowledge of the ACZ Parties, threatened against or affecting, the ACZ Assets or ACZ Business, at law or in equity or before or by any Governmental Authority. The ACZ Parties are not aware of any ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success unless otherwise disclosed herein.

Section 3.21 Employees and Employee Matters:

Section 3.22 Employee Benefit Plans. Section 3.22 of the ACZ Disclosure Schedule lists all plans, programs, agreements, commitments, and arrangements maintained by or on behalf of ACZ that provide benefits or compensation to, or for the benefit of, any employee or former employee (the “Plans”). Only employees and former employees (and eligible dependents and beneficiaries of such employees and former employees) participate in the Plans.

Section 3.23 No Liabilities. To the Knowledge of the ACZ Parties, there are no liabilities of ACZ whether or not accrued and whether or not determined or determinable other than as disclosed in the Financial Statements or incurred in the ordinary course of the ACZ Business.

Section 3.24 Brokerage. The ACZ Shareholders have not dealt with, and is not obligated to make any payment to, any finder, broker, investment banker or financial advisor in connection with any of the transactions contemplated by this Agreement or the negotiations looking toward the consummation of such transactions.

Article IV. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE ACZ SHAREHOLDERS

Each ACZ Shareholder severally represents and warrants to the Company as follows (as to itself and not any other ACZ Shareholder):

Section 4.01 Capacity. The ACZ Shareholder has the power and authority to own or hold the ACZ Purchased Shares held by them. The ACZ Shareholder has the power and authority to enter into this Agreement and to perform its obligations hereunder.

Section 4.02 Execution and Delivery. This Agreement and any other Transaction Documents contemplated by this Agreement has been duly executed and delivered by the ACZ Shareholder and will result in legally binding obligations of the ACZ Shareholder enforceable against it in accordance with the respective terms and provisions hereof and thereof subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

Section 4.03 Corporate Action. The execution and delivery of this Agreement and such other Transaction Documents and the consummation of the transaction have been duly authorized by all necessary corporate action on the part of such ACZ Shareholder, as may be required.

Section 4.04 No Violation. The execution and delivery of this Agreement, the transfer of the ACZ Purchased Shares held by it, as applicable, and the performance, observance or compliance with the terms of this Agreement by the ACZ Shareholder will not violate, constitute a default under, conflict with, or give rise to any requirement for a waiver or consent under: any provision of law or any order of any court or other governmental agency applicable to the ACZ Shareholder; the organizational documents of the ACZ Shareholder, if applicable; any provision of any agreement, instrument or other obligation to which the ACZ Shareholder is a party or by which the ACZ Shareholder is bound; or any applicable judgment, writ, decree, order or Laws applicable to the ACZ Shareholder.

Section 4.05 Litigation. There is no pending suit, action, legal proceeding, litigation or governmental investigation of any sort or, to the Knowledge of the ACZ Shareholder after due inquiry, threatened or contemplated, which would: in any manner restrain or prevent the ACZ Shareholder from effectually or legally exchanging the ACZ Purchased Shares held by it in accordance with this Agreement; cause any Encumbrance to be attached to the ACZ Purchased Shares held by it; divest title to the ACZ Purchased Shares held by it; or make the Company or ACZ liable for damages in connection with the transaction contemplated herein.

Section 4.06 Ownership. The ACZ Shareholder is the registered owner of those ACZ Purchased Shares set forth opposite its name on Exhibit A hereto, free and clear of any Encumbrances other than Permitted Encumbrances. The ACZ Shareholder has good and marketable title to the ACZ Purchased Securities, free of all Encumbrances and no person or entity has any agreement or option or right capable of becoming an agreement or option for the purchase from the ACZ Shareholder of any of the ACZ Purchased Shares held by it, and the ACZ Shareholder has good right, full power and absolute authority to sell, transfer and assign all of the ACZ Purchased Shares held by it to the Buyer for the purpose and in the manner as provided for in this Agreement and the ACZ Purchased Shares held by it constitute all of the ACZ Shares owned or controlled, directly or indirectly, by the ACZ Shareholder. The Purchased Securities held by the ACZ Shareholder are not subject to any shareholder, pooling, escrow or similar agreements.

Section 4.07 Finder’s Fees. The ACZ Shareholder has not entered into any agreement that would entitle any person to any valid claim against the Company for a broker’s commission, finder’s fee, or any like payment in respect of the exchange of the ACZ Shares or any other matters contemplated by this Agreement and, in the event that any Person acting or purporting to act for such ACZ Shareholder establishes a claim for any fee from the Company, such ACZ Shareholder severally covenants to indemnify and hold harmless the Company with respect thereto and with respect to all costs reasonably incurred in the defence thereof.

Section 4.08 Investment Representations:

Section 4.09 Independent Legal Advice. The ACZ Shareholder hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

Article V. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY

Each of the Parent and NHL represents and warrants to the ACZ Parties as follows, except as set forth in the Company Disclosure Schedule, attached hereto, referencing the applicable Section of this Article V to which such disclosure related and acknowledges and confirms that the ACZ Parties are relying on such representations and warranties in connection with their sale of the Purchased and Controlled Assets, as of the Closing Date, as follows:

Section 5.01 Organization. Parent is validly existing under the laws of the state of Nevada and has the power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. NHL is validly existing under the laws of the Province of Ontario Canada and has the power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Each of the Parent and NHL has the corporate power to enter into this Agreement and the Transaction Documents to which it is a party and to perform its respective obligations hereunder and thereunder. The Company has delivered to ACZ Shareholders complete and correct copies of the organizational documents of each of the Parent and NHL as of the Closing Date (the “Company Organizational Documents”). The Company has full legal power and authority to carry on the Company Business as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets. Except as set forth in the Company Disclosure Schedule, the Parent does not have any subsidiaries or direct or indirect interest (by way of stock ownership, partnership ownership, joint venture ownership, or otherwise) in any firm, corporation, limited liability company, partnership, association or business other than NHL.

Section 5.02 Due Authorization. This Agreement and the Transaction Documents have been duly authorized, executed and delivered by each of Parent and NHL as applicable and are each a legal, valid and binding obligation of each of them, enforceable against them by the ACZ Parties in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

Section 5.03 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by the Parent and NHL requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.

Section 5.04 No Violation. The execution and delivery of this Agreement and the Transaction Documents to which they are party by each of Parent and NHL and the consummation of the transactions herein provided for will not result in (a) the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any obligation of Parent or NHL under (whether after giving notice, lapsed time or otherwise): (i) any Contract to which Parent or NHL is a party or by which either they or their respective properties are bound; (ii) any provision of the constituting documents or resolutions of the board of directors and stockholders of the Parent or NHL; (iii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over the Parent or NHL; (iv) any license, permit, approval, consent or authorization held by the Parent or NHL or necessary to the operation of their respective businesses; or (v) any applicable Legal Requirement; or (b) the creation or imposition of any Encumbrance on any of their respective assets.

Section 5.05 Capitalization. As of the Closing Date, the Parent’s authorized capitalization consists of (a) 499,000,000 shares of common stock, par value $0.001 per share (the “Parent Common Stock”) and (b) 1,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding and all of which are undesignated. There are currently 26,489,357 shares of Parent Common Stock issued and outstanding. Additionally, the Parent has 4,237,650 granted stock options and warrants to purchase Parent Common Stock. All issued and outstanding Parent Common Stock is legally issued, fully paid, non-assessable and not issued in violation of the pre-emptive or other rights of any person.

Section 5.06 Options or Warrants. Other than as set forth on the Company’s Disclosure Schedules, there are no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company relating to the issued or unissued capital stock of the Company (including, without limitation, rights the value of which is determined with reference to the capital stock or other securities of the Company) or obligating the Company to issue or sell any shares of capital stock of, or options, warrants, convertible securities, subscriptions or other equity interests in, the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of the Common Stock of the Company or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.

Section 5.07 Valid Issuance of Stock Consideration. The Exchangeable Shares and the Parent Shares, when issued in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws and liens or encumbrances created by or imposed by the ACZ Parties or as set forth in the Articles of Incorporation or Bylaws of the Parent and NHL. Assuming the accuracy of the representations of the ACZ Parties in this Agreement, the Parent Shares will be issued in compliance with all applicable federal, provincial, and state securities laws.

Section 5.08 Assets. The Company is the sole legal and beneficial owners thereof, with a good and marketable title thereto, of the Assets necessary to carry on the business of the Company or the Company has a valid leasehold interest in, or license of, or right to use, free and clear of all Encumbrances, other than Permitted Encumbrances, all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible, including the right to any commissions associated with the business of the Company. No Related Party owns any properties or assets (whether real, personal, or mixed and whether tangible or intangible) which are used in the business carried on by the Company.

Section 5.09 Real Property. The Company does not own any real property.

Section 5.10 Insurance. The Company has acquired appropriate insurance against loss or damage by all insurable hazards or risks on a replacement cost basis and such insurance coverage will be continued in full force and effect to and including the Time of Closing. Section 5.10 of the Company Disclosure Schedule sets forth all insurance policies (specifying the insurer, the amount of the coverage, the type of insurance, the policy number, and any pending claims thereunder) maintained by the Company or personnel as of the date hereof and true and complete copies of the most recent inspection reports, if any, received from insurance underwriters or others as to the condition of the Assets of the Company. The Company is not in default with respect to any of the provisions contained in any such insurance policy and have not failed to give any notice or present any claim under any such insurance policy in a due and timely fashion. The Company has provided a true copy of each insurance policy referred to in Section 5.10 of the Company Disclosure Schedule to the ACZ Shareholders.

Section 5.11 No Expropriation. No part of the Assets of the Company has been taken or expropriated by any federal, state, municipal or other authority, nor has any notice or proceeding in respect thereof been given or commenced, nor is the Company aware of any intent or proposal to give any such notice or commence any such proceedings.

Section 5.12 Compliance with Legal Requirements: Licenses. The Company has complied with all Legal Requirements applicable to it. Section 5.12 of the Company Disclosure Schedule sets forth a complete and accurate list of all licenses, permits, approvals, consents, certificates, registrations and authorizations, whether governmental, regulatory or otherwise, and all applications therefore (the “Company Licenses”) held by or granted to the Company, and there are no other licenses, permits, approvals, consents, certificates, registrations or authorizations necessary to carry on the business of the Company or to own or lease any of the Company’s Assets. Each Company License is valid, subsisting and in good standing and the Company is not in default or breach of any Company License and, to the Knowledge of the Company Parties, no proceeding is pending or threatened to revoke or limit any Company License. The Company has provided a true and complete copy of each Company License and all amendments thereto to the ACZ Shareholders.

Section 5.13 Consents and Approvals. There is no requirement to make any filing with, give any notice to or to obtain any Governmental Approvals of, any Governmental Authority as a condition to the lawful consummation of the transactions contemplated by this Agreement. There is no requirement under any Contract relating to the Company to which the Company is a party or by which it is bound to give any notice to, or to obtain the consent or approval of, any party to such agreement, instrument or commitment relating to the consummation of the transactions contemplated by this Agreement.

Section 5.14 Absence of Changes. Since the date of the most recent Company Financial Statement, the Company has carried on its business only in the ordinary and normal course consistent with past practice and there has not been:

Section 5.15 Tax Matters. All Taxes due and payable by the Company for any period ending prior to the Closing Date have been paid in ful1, except for those current taxes not yet due. There are no federal, state provincial, or local tax Encumbrances upon any of the Company Assets. All Tax Returns required to be filed by or with respect to the Company prior to the Closing Date have been filed and all Taxes due as shown thereon have been paid. All such Tax Returns are true, correct, and complete and accurately set forth all items to the extent required to be reflected or incurred in such Tax Returns by applicable Legal Requirements. No issues have been raised (or are currently pending) by any Governmental Authority the adverse determination of which could result in an Encumbrance upon the Company Assets. No waivers of statutes of limitations as to any tax matters have been given or requested with respect to the Company. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party and no person treated as an independent contractor has been reclassified as an employee by any governmental authority. The Company is not a party to any Tax allocation or Tax sharing agreement. There is no obligation to file Tax Returns in any jurisdiction in which the Company currently is not filing such Tax Return.

Section 5.16 Information. The information concerning the Company set forth in this Agreement and the Company Disclosure Schedule is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 5.17 SEC Reports; Securities Law Compliance. The Parent has filed with or furnished to the SEC on a timely basis all reports, forms, schedules and other documents required to be filed or furnished, as the case may be, by the Parent (collectively, the “Parent SEC Documents”). As of its filing date (or, if amended or supplemented, as of the date of the most recent amendment or supplement and giving effect to such amendment or supplement), each Parent SEC Document complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and any rules and regulations promulgated thereunder, as the case may be, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no material outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents and, to the Knowledge of the Company, none of the Parent SEC Documents is the subject of outstanding SEC comment or outstanding SEC investigation or other governmental investigation regarding the accounting practices of the Company. The Parent is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the listing and corporate governance rules and regulations of the Nasdaq Stock Market LLC.

Section 5.18 Brokerage. Neither Parent nor NHL has dealt with, and neither is obligated to make any payment to, any finder, broker, investment banker or financial advisor in connection with any of the transactions contemplated by this Agreement or the negotiations looking toward the consummation of such transactions.

Article VI. CONDITIONS TO CLOSING

Section 6.01 Conditions to the Obligations of all of the Parties. The obligations of all of the Parties to consummate the Closing are subject to the satisfaction, or waiver by each of the Parties, at or before the Closing Date, of all the following conditions:

Section 6.02 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Closing are subject to the satisfaction (or waiver by the Company), at or before the Closing Date, of the following conditions:

Section 6.03 Conditions to the Obligations of the ACZ Parties. The obligations of the ACZ Parties to consummate the Closing are subject to the satisfaction (or waiver by any of the ACZ Parties), at or before the Closing Date, of the following conditions:

Article VII. CLOSING DELIVERABLES

Section 7.01 Delivery of Books and Records. At the Closing, the ACZ Parties shall deliver to the Company, all organizational documents, books of account, contracts, records, and all other books or documents of ACZ now in the possession of ACZ.

Section 7.02 Third Party Consents and Certificates. The Company and the ACZ Parties agree to cooperate with each other in order to obtain any required third-Party consents, including the Consents, to this Agreement and the transactions herein contemplated.

Section 7.03 Access to Properties and Records. Prior to the Closing Date, or the earlier termination of the LOI in accordance with its terms, each of the Parties will each afford, to the officers, partners and authorized representatives of the other, full access to the properties, books and records of the Company or ACZ, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of the Company or ACZ, as the case may be, as the other shall from time to time reasonably request.

Section 7.04 Actions Prior to Closing. From and after the LOI Effective Date, until the Closing Date and except as set forth in the Company Schedules, if any, or the ACZ Schedules, or as permitted or contemplated by the LOI and this Agreement, the Company and ACZ, respectively, will each:

Section 7.05 Limitations on Actions. From and after the LOI Effective Date until the Closing Date, except as required by this Agreement neither the Company nor ACZ will:

Section 7.06 Documents to be Delivered by the ACZ Parties at the Closing. At the Closing, the ACZ Parties shall deliver:

Section 7.07 Documents to be Delivered by the Company at the Closing. At the Closing, the Company shall deliver to the ACZ Parties or certain other parties as set forth herein:

Article VIII. INDEMNIFICATION

Section 8.01 Indemnification of Parent and NHL. The ACZ Parties (the “ACZ Indemnifying Party”) hereby agree, jointly and severally, to indemnify and hold harmless to the fullest extent permitted by applicable law the Company, each of its Affiliates and each of its and their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents and permitted assignees (each a “Company Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Company Indemnified Party as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the ACZ Parties contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto, and (b) any Actions by any third Parties with respect to the business or operations of ACZ (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or consumer complaints) for any period on or prior to the Closing Date.

Section 8.02 Indemnification of the ACZ Parties. The Parent and NHL (the “Company Indemnifying Party”) hereby agree, jointly and severally, to indemnify and hold harmless to the fullest extent permitted by applicable law the ACZ Parties and each of its officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “ACZ Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any ACZ Indemnified Party as a result of or in connection with any breach or inaccuracy of any of the representations, warranties, covenants and agreements of the Company contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.

Section 8.03 Third Party Claims. With respect to any Third-Party Claims:

Section 8.04 Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Claim, the Indemnifying Party shall have sixty (60) days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with all such other information as the Indemnifying Party may reasonably request. If all Parties agree at or prior to the expiration of such sixty (60) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Direct Claim, failing which the matter shall be referred to binding arbitration in such manner as the Parties may agree or shall be determined by a court of competent jurisdiction.

Section 8.05 Cooperation. The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

Section 8.06 Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

Section 8.07 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-Party reimbursement actually received.

Section 8.08 Time Limit. The obligations of the ACZ Indemnifying Party and the Company Indemnifying Party under Section 8.01and Section 8.02 shall expire two (2) years from the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article VIII which remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which payment has not yet been paid to the Indemnified Party.

Article IX. DISPUTE RESOLUTION

Section 9.01 Arbitration:

Section 9.02 Waiver of Jury Trial; Exemplary Damages:

Article X. DEFAULT

Section 10.01 Default by the Company. If the Company fails to perform any of its obligations under this Agreement, or is in breach in any material respect of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, and, if such breach or failure is capable of being cured, such failure or breach has not been cured within 10 days after receipt of notice of such breach by the Company, then the Company shall be in default hereunder (such event, a “Company Default”). In the event of a Company Default, the ACZ Parties shall be entitled to bring an action for specific performance of this Agreement or proceed against the Company for payment for any damages actually incurred by the ACZ Parties as a result of such Company Default.

Section 10.02 Default by the ACZ Parties. If the ACZ Parties fail to perform any of its obligations under this Agreement, or is in breach in any material respect of any representation, warranty, covenant or agreement on the part of ACZ Parties set forth in this Agreement, and, if such breach or failure is capable of being cured, such failure or breach has not been cured within 10 days after receipt of notice of such breach by ACZ Parties, then ACZ Parties shall be in default hereunder (such event, an “ACZ Parties Default”). In the event of an ACZ Parties Default, the Company shall be entitled to bring an action for specific performance of this Agreement or proceed against the ACZ Parties for payment for any damages actually incurred by the Company as a result of such ACZ Parties Default.

Article XI. MISCELLANEOUS

Section 11.01 Brokers. The Company and the ACZ Parties agree that there were no finders or brokers involved in bringing the Parties together or who were instrumental in the negotiation, execution, or consummation of this Agreement. The Company and the ACZ Parties each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the Indemnifying Party and such third person, whether express or implied from the actions of the Indemnifying Party.

Section 11.02 Governing Law. This Agreement 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 Agreement, 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.

Section 11.03 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by email, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows:

If to NHL:

Novo Healthnet Limited

Attn: Robert Mattacchione, Chairman

119 Westcreek Drive, Suite 1

Woodbridge, Ontario Canada L4L 9N6

Email: robm@iccglobalgroup.com

If to Novo Integrated Sciences, Inc.:

Novo Integrated Sciences, Inc.

Attn: Robert Mattacchione, CEO

11120 NE 2nd Street, Suite 100

Bellevue, WA 98004

Email: Robert.mattacchione@novointegrated.com

For Both NHL and the Parent, with a copy, which shall not constitute notice, to:

Anthony L.G. PLLC

Attn: Laura Anthony, Esq.

625 N. Flagler Drive, Suite 600

West Palm Beach, Florida 33401

Email: lanthony@anthonypllc.com

If to ACZ:

Acenzia Inc.

Attn: Grant Bourdeau, Co-Founder

1580 Rossi Drive

Oldcastle, Ontario, Canada N9G 0B3.

Email: grant.bourdeau@acenzia.com

and, if to any of the ACZ Shareholders, to the address as set forth below their signatures on the signature page hereof.

Section 11.04 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties, or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

Section 11.05 Independent Legal Advice. Each of the Parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

Section 11.06 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 11.07 Confidentiality. Each Party agrees that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by Law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the applicable other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein.

Section 11.08 Public Announcements and Filings. Until the Closing Date, unless required by applicable Law or regulatory authority, none of the Parties will issue any report, statement, or press release to the general public, to the trade, to the general trade or trade press, or to any third Party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the Parties. The Parties acknowledge and agree that the Parent is obligated to file a Form 8-K pursuant to the Exchange Act relating to this Agreement and the transactions contemplated herein (the “Form 8-K”). In addition, the Parties acknowledge and agree that information related to this Agreement and the transactions contemplated herein shall be provided to prospective investors in the Parent or NHL, on a confidential basis.

Section 11.09 Schedules; Knowledge. Each Party is presumed to have full knowledge of all information set forth in the other Party’s schedules delivered pursuant to this Agreement.

Section 11.10 Third Party Beneficiaries. This contract is strictly between the Parent, NHL, and the ACZ Parties; and, except as specifically provided, no other Person and no director, officer, partner, stockholder, employee, agent, independent contractor or any other Person shall be deemed to be a third-Party beneficiary of this Agreement.

Section 11.11 Expenses. Except as otherwise specifically set forth herein, the Parties shall bear their own respective expenses (including, but not limited to, all compensation and expenses of counsel, financial advisors, consultants, actuaries, and independent accountants) incurred in connection with this Agreement and the consummation of the transactions contemplated hereby.

Section 11.12 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

Section 11.13 Arm’s Length Bargaining: No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by Parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 11.14 Sections and Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 11.15 Exhibits and Schedules. Any matter, information or item disclosed in the Schedules delivered under any specific representation, warranty or covenant or Schedule number hereof, shall be deemed to have been disclosed for all purposes of this Agreement in response to every representation, warranty, or covenant in this Agreement where its application is reasonably apparent on the face of the disclosure, even in the absence of an explicit cross reference. The inclusion of any matter, information or item in any Schedule to this Agreement shall not be deemed to constitute an admission of any liability by the Company to any third Party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement.

Section 11.16 No Assignment or Delegation. No Party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of all the other Parties and any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement. This Agreement shall be binding on the permitted successors and assigns of the Parties.

Section 11.17 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, the ACZ Parties, the Parent and NHL shall use their respective commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.

Section 11.18 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.

Section 11.19 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy and agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.

Section 11.20 Force Majeure. No Party shall be liable for any failure or delay in its performance under this Agreement due to causes or events beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, international trade embargoes, labor shortages or disputes, and governmental actions, which are beyond its reasonable control; provided that the delayed Party: (i) gives the other Party written notice of such cause promptly, and in any event within fifteen (15) days of discovery thereof; (ii) uses its reasonable efforts to correct such failure or delay in its performance. The delayed Party’s time for performance or cure under this Section 11.20 shall be extended for a period equal to the duration of the cause or sixty (days), whichever is less.

Section 11.21 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein may be consummated as originally contemplated to the greatest extent possible.

Section 11.22 Common Share Pro-Rata Adjustment. Any Parent Common Stock that may be issued or stock options that may be granted to the ACZ Parties under the terms and conditions of this Agreement are subject to pro-rata adjustment based on the Parent’s Board of Directors approval of any forward or reverse stock split.

Section 11.23 Counterparts. This Agreement 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 Agreement 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.

[Signatures Continue on Following Page]

[End of Signature Pages]

EXHIBIT A

ACZ Shareholder’s Percent Ownership,

NHL Exchangeable Preferred Shares Issued and

Novo Integrated Sciences, Inc. Allotted Common Stock Ledger

NOTE: Based on the Adjusted Purchase Price of $14,884,039.47, divided by $3.91/share allotted as of the Calculation Time. Subject to change within 90 days from Closing of the ACZ SEA based on Closing Working Capital determination and the audited Final Closing Balance Sheet