COMMON STOCK PURCHASE WARRANT NOVO INTEGRATED SCIENCES, INC.Novo Integrated Sciences, Inc. • November 24th, 2021 • Engines & turbines
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Jefferson Street Capital, LLC, a New Jersey limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 17, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”), up to 111,940 shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of common stock, par value $0.001 per share, of the Company (“Common Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 24th, 2021 • Novo Integrated Sciences, Inc. • Engines & turbines • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of November 17, 2021 (the “Execution Date”) by and among NOVO INTEGRATED SCIENCES, INC., a Nevada corporation (“NVOS”), TERRAGENIX, INC., a Canadian corporation and 91% owned subsidiary of NVOS (“TERRAGX,” and collectively with NVOS, the “Company” and each, a “Company Group Party”), and JEFFERSON STREET CAPITAL, LLC, a New Jersey limited liability company (the “Purchaser” and together with the NVOS, and TERRAGX, the “Parties”, and each, a “Party”). Certain defined terms are set forth in Section 8.10 below.
SHARE EXCHANGE AGREEMENT by and among Novo Integrated Sciences, Inc. Novo Healthnet Limited Terragenx Inc. TMS Inc., Shawn Mullins, Claude Fournier, and The Coles Optimum Health and Vitality TrustShare Exchange Agreement • November 24th, 2021 • Novo Integrated Sciences, Inc. • Engines & turbines • Ontario
This Share Exchange Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Closing 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) Terragenx Inc., a Canada corporation (“TERRA” or the “TERRA Business”), (iv) TMS Inc, an Ontario corporation (“TMS”), (v) Shawn Mullins, a Canadian resident (“SM”), (vi) Claude Fournier a Canadian resident (“CF”) and (vii) The Coles Optimum Health and Vitality Trust, a Canadian Trust (“COHV”). Collectively, TMS, SM, CF and COHV represent 91% of the shareholders of Terragenx Inc. (the “TERRA Shareholders”). Collectively, TMS, SM, CF and COHV represent the selling parties of Acenzia (“Sellers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 24th, 2021 • Novo Integrated Sciences, Inc. • Engines & turbines
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of the 17th day of November 2021, between Terence Mullins, an individual, (the “Mullins”) having an address of _________________ (“Seller”) and Novo Integrated Sciences, Inc., a Nevada corporation, having an office at 11120 NE 2nd Street, Suite 100 Bellevue, Washington 98004 USA (the “Purchaser”); the Seller and the Purchaser being collectively referred to as the “Parties”.
