0001683168-22-004342 Sample Contracts

COMMON STOCK PURCHASE WARRANT ODYSSEY HEALTH, INC.
Odyssey Health, Inc. • June 14th, 2022 • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 April 14, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Odyssey Health, Inc. f/k/a Odyssey Group International, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 14th, 2022 • Odyssey Health, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [______], 2022, between Odyssey Health, Inc. f/k/a Odyssey Group International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 14th, 2022 • Odyssey Health, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”) for a private placement of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $0.70 per share (the “Warrants”).

Amendment #2 to Convertible Promissory Note
Convertible Promissory Note • June 14th, 2022 • Odyssey Health, Inc. • Surgical & medical instruments & apparatus

This AMENDMENT (this “Amendment”) is entered into by and between Company and Holder (each as defined below), effective as of June 10, 2022 (the “Effective Date”), binding on the undersigned parties as of that date.

Amendment to Promissory Note
Promissory Note • June 14th, 2022 • Odyssey Health, Inc. • Surgical & medical instruments & apparatus

This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of April 20, 2022 (the “Effective Date”), binding on the undersigned parties as of that date.

Amendment #2 to Promissory Note
Odyssey Health, Inc. • June 14th, 2022 • Surgical & medical instruments & apparatus

This AMENDMENT (this “AMENDMENT”) is entered into by and between Company and Holder (each as defined below), effective as of June 3, 2022 (the “Effective Date”), binding on the undersigned parties as of that date.

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