Exhibit 2.1

Membership Interest Purchase Agreement

by and among

Novo Integrated Sciences, Inc.;

Clinical Consultants International LLC;

The Members of Clinical Consultants International LLC;

And

Dr. Joseph Chalil as the Members’ Representative.

TABLE OF CONTENTS

Membership Interest Purchase Agreement

Dated as of March 17, 2022

This Membership Interest Purchase Agreement (this “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 (the “Company”); (ii) Clinical Consultants International LLC, a Florida limited liability company (“CCI”), (iii) each of the members of CCI as set forth on the signature pages hereto (the “Members”) and (iv) Dr. Joseph Chalil as the representative of the Members (“Dr. Chalil” or the “Members’ Representative”). Each of CCI and the Members may be referred to collectively herein as the “CCI Parties” and separately as an “CCI Party”. Each of the Company, each CCI Party and the Members’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, the Company agrees to acquire from the Members all of the membership interests of CCI held by the Members in exchange for the issuance by the Company to Members of restricted shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”); and

WHEREAS, CCI will become a subsidiary of the Company;

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:

Article I. Definitions

Section 1.01 Definitions. The following terms, as used herein, have the following meanings

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires:

Article II. Exchange

Section 2.01 The Exchange.

Section 2.02 Employment Agreement; Director. At the Closing, the Company shall name Dr. Chalil as the Chief Medical Officer of the Company and the President of Novomerica Healthcare Group, Inc., a Nevada corporation which is a wholly owned subsidiary of the Company, and shall enter into an employment agreement with Dr. Chalil, substantially in the form as attached hereto as Exhibit C with respect thereto (the “Employment Agreement”), and the Board of Directors of the Company shall name Dr. Chalil to the Board of Directors of the Company, where he shall serve as a director of the Company in accordance with the Articles of Incorporation and Bylaws of the Company until his earlier death, resignation or removal from office.

Section 2.03 Closing. The closing of the Transactions shall occur on second Business Day following the satisfaction or waiver (by the Party for whose benefit the conditions to exist) of the conditions to closing set forth in Section 5.01, Section 5.02 and Section 5.03, or at such other date, time or place as the Parties may agree (the date and time at which the Closing is actually held being the “Closing Date”), via the exchange of electronic documents and other items as required herein.

Section 2.04 CCI Deliverables at the Closing. At the Closing, CCI or the Members, as applicable, shall deliver to the Company:

Section 2.05 Company Deliverables at the Closing. At the Closing, the Company shall:

Section 2.06 Operating Agreement. At the Closing, as the sole member of CCI, the Company shall enter into a new limited liability company operating agreement for CCI, which shall provide that the Company or other person as designated by the Company is the manager of CCI following the Closing.

Section 2.07 Additional Documents. At and following the Closing, the 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 or following the Closing, together with such other items as may be reasonably requested by any of the Parties and their respective legal counsel in order to effectuate or evidence the Transactions.

Section 2.08 Conveyance Taxes. The Members will pay all sales, use, value added, transfer, stamp, registration, documentary, excise, real property transfer or gains, or similar Taxes incurred by the Members as a result of the Transactions.

Article III. Representations and Warranties of the CCI Parties

As an inducement to, and to obtain the reliance of the Company, and except as set forth in the schedules of exceptions to the representations of the CCI Parties delivered to the Company on the Effective Date (“CCI Disclosure Schedules”) the CCI Parties, jointly and severally (other than with respect to the representations and warranties as set forth in Section 3.08 and Section 3.09, which are given by each Member individually, severally and not jointly and severally, and solely with respect to the CCI Membership Interests held by such Member and with respect to the Exchange Shares to be received by such Member, as applicable, represent and warrant to the Company, as of the Effective Date and as of the Closing Date (and as of the Measurement Date, if applicable with respect to the representations and warranties in Section 3.09) except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, as follows:

Section 3.01 Corporate Existence and Power. CCI is a limited liability company duly organized, validly existing, and in good standing under the Laws of the state of Florida, and has the limited liability company 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. CCI has delivered to the Company complete and correct copies of the Articles of Organization, the Operating Agreement and any other organizational documents and the minute books of CCI as in effect on the Effective Date (the “CCI Organizational Documents”). CCI has full corporate power and authority to carry on its businesses as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets. Other than as set forth in Section 3.01 of the CCI Disclosure Schedules, CCI has no subsidiaries and owns no Equity Securities of any other Person.

Section 3.02 Due Authorization. The execution, delivery and performance of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, violate any provision of the CCI Organizational Documents. CCI has taken all actions required by Law, the CCI Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and to consummate the Transactions.

Section 3.03 Valid Obligation. This Agreement and the other Transaction Documents executed by CCI and the Members in connection herewith constitute the valid and binding obligations of CCI and the Members, as applicable, 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 3.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement or any other Transaction Documents by any CCI Party requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 3.05 Authorized Equity Interests and Capital.

Section 3.06 Approval of Agreement. The Chief Executive Member is the primary manager of the Company and has, together with the Members, unanimously authorized the execution and delivery of this Agreement by CCI and such persons have approved this Agreement and the Transactions.

Section 3.07 Validity of Interests. The CCI Membership Interests to be delivered at the Closing shall be duly and validly issued, fully paid and non-assessable and free and clear of any Liens.

Section 3.08 Title to and Issuance of the CCI Membership Interests.

Each of the Members is, and on the Closing Date will be, the record and beneficial owner and holder of the CCI Membership Interests to be delivered at the Closing, as set forth on Exhibit A attached hereto, free and clear of all Liens, and Exhibit A is true and correct in all respects. None of the CCI Membership Interests are subject to pre-emptive or similar rights, either pursuant to any CCI Organizational Document, requirement of Law or any contract, and no Person has any pre-emptive rights or similar rights to purchase or receive any CCI Membership Interests or other interests in the Company from the Members.

Section 3.09 Investment Representations. For purposes of this Section 3.09, any reference to the “Exchange Shares” shall be deemed solely to be a reference to the portion of the Exchange Shares being delivered to such applicable Member at the Closing.

Section 3.10 Absence of Certain Changes or Events. Since the Effective Date:

Section 3.11 No Conflict. The execution of this Agreement and the consummation of the Transactions will not, directly or indirectly, with or without notice or lapse of time or both:

Section 3.12 Liabilities. Section 3.12 of the CCI Disclosure Schedules sets forth, as of the Effective Date, separately, (i) a true, correct and complete list of all outstanding loans, lines of credit and other indebtedness incurred by CCI, inclusive of any outstanding loans, lines of credit and other indebtedness incurred by CCI, the repayment obligations for which are secured by any of CCI’s assets; (ii) with respect to each loan described in the foregoing clause, the remaining amounts due thereunder as of the Effective Date and (iii) any other Liabilities of CCI. For purposes herein, “Liabilities” means any liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, including without limitation any penalties, interest and/or excise tax as may be applicable.

Section 3.13 Financial Statements. Section 3.13 of the CCI Disclosure Schedules include complete copies of CCI’s financial statements consisting of the audited balance sheet and profit and loss statement of CCI as at December 31 in each of the years 2021 and 2020 and the related statements of income and retained earnings, members’ equity and cash flow for the years then ended (the “CCI Financial Statements”). CCI Financial Statements are based on the books and records of CCI, and fairly present the financial condition of CCI as of the respective dates they were prepared and the results of the operations of CCI for the periods indicated, in all material respects.

Section 3.14 Absence of Certain Changes, Events and Conditions. Since the date of CCI Financial Statements, and other than in the Ordinary Course of Business, there has not been, with respect to CCI, any:

Section 3.15 Litigation and Proceedings. There are no actions, suits, proceedings, or investigations pending or, to the Knowledge of CCI, threatened, by or against CCI or affecting CCI or its properties, at law or in equity, before any court or other Governmental Authority or instrumentality, domestic or foreign, or before any arbitrator of any kind. CCI does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or Governmental Authority or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 3.16 Compliance. CCI to its knowledge is not: (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice, lapse of time or both, would result in a default by CCI under), nor has CCI received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived); (ii) in violation of any judgment, decree or order of any court, arbitrator or other Governmental Authority; or (iii) or has not been, in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including without limitation all foreign, federal, state and local Laws relating to taxes, registration as a charitable organization, and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

Section 3.17 Compliance with Laws; Permits.

Section 3.18 Taxes.

Section 3.19 Books and Records. The minute books and other record books of CCI, all of which have been made available to the Company, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The existing minute books of CCI contain accurate and complete records of all meetings, and actions taken by written consent of, the managers and members of CCI, and any committees of CCI Board in all material respects. At the Closing, all of those books and records will be in the possession of CCI and will be delivered to the Company.

Section 3.20 Contracts.

Section 3.21 Bank Accounts; Power of Attorney. Section 3.21 of the CCI Disclosure Schedules sets forth a true and complete list of (i) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by CCI within the past twelve (12) months, the account numbers thereof, and all Persons authorized to sign or act on behalf of CCI; (ii) all safe deposit boxes and other similar custodial arrangements maintained by CCI within the past twelve (12) months; (iii) the check ledger for the last twelve (12) months, and (iv) the names of all Persons holding powers of attorney from CCI or who are otherwise authorized to act on behalf of CCI with respect to any matter, other than its officers and managers, and a summary of the terms of such powers or authorizations.

Section 3.22 Disclosure. CCI maintains a system of internal accounting controls appropriate for its size. There is no transaction, arrangement, or other relationship between CCI and an unconsolidated or other off balance sheet entity that is not disclosed by CCI in its financial statements or otherwise that would be reasonably likely to have a Material Adverse Effect.

Section 3.23 Environmental Laws. To Knowledge of CCI, CCI (i) is in compliance with any and all applicable foreign, federal, state and local Laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants; (ii) has received all permits, licenses or other approvals required of it under such Laws and regulations to conduct its respective businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3.24 Title. CCI has good and marketable title in fee simple to all real property owned by it, or leases such real property pursuant to valid and in-force lease agreements, and has good and marketable title in all personal property owned by it that is material to the business of CCI, in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by CCI and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by CCI is held under valid, subsisting and enforceable leases with which CCI is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by CCI or any subsidiary.

Section 3.25 Insurance. CCI is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of CCI believes to be prudent and customary in the businesses in which CCI is engaged. CCI has not been refused any insurance coverage sought or applied for, and CCI has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of CCI, taken as a whole.

Section 3.26 Transactions with Affiliates. None of the managers, members, officers or directors of CCI and, to the Knowledge of CCI, none of the employees of CCI, is presently a party to any transaction with CCI (other than for services as employees, officers and directors), including any Contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Knowledge of CCI, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of CCI’s total assets at year-end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of CCI and (iii) other employee benefits, including stock option agreements under any stock option plan of CCI.

Section 3.27 Foreign Corrupt Practices. Neither CCI, nor, to the Knowledge of CCI, any agent or other Person acting on behalf of CCI, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by CCI (or made by any Person acting on its behalf of which CCI is aware) which is in violation of Law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

Section 3.28 Money Laundering. CCI is in compliance with, and has not previously violated, the USA PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering Laws and regulations, including, but not limited to, the Laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

Section 3.29 Illegal or Unauthorized Payments; Political Contributions. Neither CCI nor, to the Knowledge of CCI, any of the managers, members, officers, directors, employees, agents or other representatives of CCI or any other business entity or enterprise with which CCI is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable Law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of CCI.

Section 3.30 Investment Company. CCI is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.31 No Disqualification Events. None of CCI, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of CCI, any beneficial owner of 20% or more of CCI’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with CCI in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. CCI has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

Section 3.32 Brokers or Finders. None of CCI nor any Member has engaged any finders or brokers that have been involved in bringing the Parties together or that were instrumental in the negotiation, execution, or consummation of this Agreement.

Section 3.33 Disclosure. None of the representations or warranties made by CCI or any Member in this Article III contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not materially misleading in light of the circumstances in which they were made.

Article IV. Representations and Warranties of the Company

As an inducement to, and to obtain the reliance of CCI and the Members, the Company represents and warrants to CCI and the Members, as of the Effective Date and as of the Closing Date except as otherwise specifically set forth below as to representations and warranties which speak solely with respect to a particular date, as follows:

Section 4.01 Corporate Existence and Power. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada and has the corporate 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.

Section 4.02 Due Authorization. The execution, delivery and performance of this Agreement and the other Transaction Documents does not, and the consummation of the Transactions will not, violate any provision of the Company Organizational Documents. The Company has taken all actions required by Law, the Company Organizational Documents or otherwise to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents and to consummate the Transactions.

Section 4.03 Valid Obligation. This Agreement and the other Transaction Documents executed by the Company in connection herewith constitute the valid and binding obligations of the Company, 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 4.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement or any other Transaction Document by the Company requires any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Governmental Authority.

Section 4.05 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the Transactions.

Section 4.06 Validity of Shares. The Exchange Shares to be delivered at the Closing shall be duly and validly issued, fully paid and non-assessable and free and clear of any Liens imposed by the Company.

Section 4.07 Brokers or Finders. The Company has not engaged any finders or brokers that have been involved in bringing the Parties together or that were instrumental in the negotiation, execution, or consummation of this Agreement.

Section 4.08 Compliance With Laws and Regulations. The Company has complied in all material respects with all applicable statutes and regulations of any provincial, federal, state, or other Governmental Authority, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of the Company or except to the extent that noncompliance would not result in the occurrence of any material liability for the Company.

Section 4.09 Disclosure. None of the representations or warranties made by the Company in this Article IV contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not materially misleading in light of the circumstances in which they were made.

Article V. Conditions to Closing

Section 5.01 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 5.02 Conditions to the Obligations of the Company for the Closing. 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 5.03 Condition to the Obligations of the CCI Parties For the Closing. The obligations of the CCI Parties to consummate the Closing are subject to the satisfaction (or waiver by CCI and the Members’ Representative on behalf of the Members), at or before the Closing Date, of the following conditions:

Article VI. Additional Covenants of the Parties

Section 6.01 Due Diligence.

Section 6.02 Delivery of Books and Records. At the Closing, CCI shall deliver to the Company, the originals of the minute books, books of account, contracts, records, and all other books or documents of CCI now in the possession of CCI or its representatives.

Section 6.03 Third Party Consents and Certificates. The Company and the CCI Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the Transactions.

Section 6.04 Affirmative and Negative Covenants of CCI.

Section 6.05 No-Shop.

Section 6.06 Additional CCI Covenants.

Section 6.07 Notification. From the Effective Date to the Closing Date or the earlier termination of this Agreement, each of CCI and the Company will promptly notify the other of (i) any material change in its current or future business, assets, liabilities, financial condition, or results of operations of the applicable Party; (ii) any complaints, investigations, or hearings (or communications indicating that the same may be contemplated) of any Governmental Entities respecting its respective business or the Transactions; (iii) the institution or the threat of material litigation against such Party; or (iv) any event or condition that might reasonably be expected to cause any of such Party’s representations, warranties, covenants, or agreements set forth herein not to be true and correct at the Closing Date.

Article VII. Default and Termination

Section 7.01 Termination. This Agreement may be terminated on or prior to the Closing Date:

Section 7.02 Termination Costs.

Section 7.03 Survival After Termination. If this Agreement is terminated by in accordance with Section 7.01, this Agreement shall become void and of no further force and effect with no liability to any Person on the part of any Party hereto (or any officer, agent, employee, direct or indirect holder of any equity interest or securities, or Affiliates of any Party); provided, however, that this Article VII and Article IX shall survive the termination of this Agreement and (iii) nothing herein shall relieve any Party from any liability for fraud or any willful and material breach of the provisions of this Agreement prior to the termination of this Agreement.

Article VIII. Indemnification

Section 8.01 Indemnification of Company. Provided that the Closing occurs, the Members, jointly and severally, hereby agree 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 and the Members’ Representative (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” and each individually a “Loss”) incurred or sustained by any Company Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the CCI Parties contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto. Notwithstanding the forgoing, with respect to any indemnification obligations of the Members arising from any Losses as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of any Member as set forth in Section 3.08, Section 3.09, Section 3.32 and Section 3.33, such indemnification obligations shall be solely the obligations of the Member giving such representations, warranties, covenants and agreements from which such claim arose, severally and not jointly and severally.

Section 8.02 Indemnification of the CCI Parties. Provided that the Closing occurs, the Company hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law each of the Members and their respective Representatives (each a “CCI Indemnified Party”), against and in respect of any and all Losses incurred or sustained by any CCI Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment 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 Procedure. The following shall apply with respect to all claims by any CCI Indemnified Party or Company Indemnified Party for indemnification with respect to actions by third-parties (with any references herein to an “Indemnified Party” being a reference to a CCI Indemnified Party or a Company Indemnified Party, as applicable, and any references herein to an “Indemnifying Party” being a reference to the Company or the Members, as applicable):

Section 8.04 Payments. Any payment for any indemnification required by this Article VIII shall be made within three (3) Business Days of determination thereof. Any payments for costs, disbursements or expenses of any Indemnified Party in connection with investigating, preparing to defend or defending any Action shall be made by periodic payments by the Indemnifying Party to each Indemnified Party during the course of the investigation or defense, as and when bills are received or costs, disbursements or expenses are incurred.

Section 8.05 Insurance. Any indemnification payments hereunder shall take into account any insurance proceeds or other third-party reimbursement actually received.

Section 8.06 Time Limit. The obligations of the Members and the Company under Section 8.01 and Section 8.02 shall expire twelve (12) months 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.

Section 8.07 Certain Limitations. The indemnification provided for in Section 8.01 and Section 8.02 shall be subject to the following limitations:

Section 8.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and any indemnified party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the any indemnified party’s or by reason of the fact that such indemnified party knew or should have known that any such representation or warranty is, was or might be inaccurate.

Section 8.09 Exclusive Remedy. In the event that the Closing occurs, the indemnification provisions contained in this Article VIII shall be the sole and exclusive remedy of the Parties with respect to the Transactions for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the Parties hereto or any other provision of this Agreement or arising out of the Transactions, except (i) with respect to any equitable remedy to which such Party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a Party that is to be performed subsequent to the Closing Date, or (ii) with respect to a Party, an actual and intentional fraud with respect to this Agreement and the Transactions. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates, hereby waives, from and after the Closing, to the fullest extent permitted under applicable law and except as otherwise specified in this Article VIII, any and all rights, claims and causes of action it may have against any other Party hereto relating to the subject matter of this Agreement or any other agreement, certificate or other document or instrument delivered pursuant to this Agreement, arising under or based upon any applicable law.

Article IX. Miscellaneous

Section 9.01 Governing Law. This Agreement 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. Subject to the provisions of Section 9.02, each of the Parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings, including with respect to the enforcement of any arbitral award pursuant to Section 9.02, arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts of the United States with jurisdiction in King County, Washington. 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 9.02 Waiver of Jury Trial.

Section 9.03 Limitation on Damages. In no event will any Party be liable to any other Party under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the possibility of such damage.

Section 9.04 Notices.

If to the Company, to:

Novo Integrated Sciences, Inc.

Attn: Robert Mattacchione

11120 NE 2^nd Street, Suite 100

Bellevue, WA 98004

Email: robert.mattacchione@novointegrated.com

With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC

Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: JCacomanolis@anthonypllc.com

If to CCI, any of the Members, or the Members’ Representative, to:

Clinical Consultants International, LLC

Attn: Dr. Joseph Chalil

One Boca Place

XXXX XXXXXX XX, Suite XXXX

XXXX XXXXX, FL 33431

Email: xxxxxxxxxxxx@gmail.com

Section 9.05 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 9.06 Confidentiality. Each Party agrees that, unless and until the Transactions 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, manager, 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. 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 9.07 Public Announcements and Filings. 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) or file any document, relating to this Agreement and the Transactions, except as may be mutually agreed by the Parties.

Section 9.08 Third Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided herein, no other Person and no manager, director, officer, stockholder (other than the Members), employee, agent, independent contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.

Section 9.09 Expenses. Subject to Article VII, Article VIII, Section 9.05 and any other provisions specifically set forth herein with respect to costs and expenses, whether or not the Exchange is consummated, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other Transactions.

Section 9.10 Entire Agreement. This Agreement and the other Transaction Documents represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter herein and therein. Notwithstanding the foregoing, the Parties acknowledge and agree that, following the Closing, the Employment Agreement shall operate, and shall be interpreted and enforced, independently of this Agreement.

Section 9.11 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the Transactions for a period of two years except as otherwise provided in this Agreement.

Section 9.12 Amendment; Waiver; Remedies; Agent.

Section 9.13 Members’ Representative.

Section 9.14 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 9.15 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the Parties.

Section 9.16 No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of each of the other Parties and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

Section 9.17 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each CCI Party and the Company 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 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.

Section 9.18 Further Assurances. From and after the Effective Date, 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.

Section 9.19 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 9.20 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. 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.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.