Form of First Amendment to Common Stock Purchase Warrant

Exhibit 10.1

FIRST AMENDMENT TO COMMON STOCK PURCHASE WARRANT

This First Amendment to Common Stock Purchase Warrant (the “Amendment”) is entered into as of May 26, 2022 (the “Effective Date”) by and between ______________, an individual (the “Holder”) and Nestbuilder.com Corp., a Nevada corporation (the “Company”), for the purpose of amending that certain Common Stock Purchase Warrant dated August 20, 2019, issued by the Company in favor of the Holder (the “Warrant Agreement”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Warrant Agreement. In consideration of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree to amend the Warrant Agreement, as provided by Section 15 of the Warrant Agreement, by executing this Amendment, and the parties hereto hereby enter into this Amendment, so as to agree with each other as follows:

1. Amendment to Introductory Paragraph. The definition of “Exercise Price” in the introductory paragraph of the Warrant Agreement is hereby deleted in its entirety and replaced with $0.062 per share.

2. Effect on Warrant Agreement. Except as amended or modified by this Amendment, the Warrant Agreement shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed by the parties hereto.

3. Counterparts. This Amendment may be executed in one or more counterparts each of which shall for all purposes be deemed an original, and all of such counterparts, taken together, shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first set forth above.