Amendment No. 5 to Promissory Note between Odyssey Health, Inc. and Mast Hill Fund, L.P.

Summary

Odyssey Health, Inc. and Mast Hill Fund, L.P. have agreed to amend their original promissory note, first issued on December 13, 2022, for $870,000. This fifth amendment extends the note's maturity date to October 10, 2025. All other terms of the original note remain unchanged unless specifically modified by this amendment. The agreement is effective as of July 11, 2025, and may be executed in counterparts, including by electronic means.

EX-10.1 2 odyssey_ex1001.htm AMENDMENT #5 TO THE PROMISSORY NOTE

Exhibit 10.1

AMENDMENT #5 TO THE PROMISSORY NOTE

ISSUED ON DECEMBER 13, 2022

THIS AMENDMENT #5 to the Note (as defined below) (the “Amendment”) is entered into as of July 11, 2025 (the “Effective Date”), and made effective as of the Effective Date, by and between ODYSSEY HEALTH, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

BACKGROUND

The Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on December 13, 2022, in the original principal amount of $870,000.00 (as amended from time to time, the “Note”); and

The Parties entered into that certain pledge agreement on December 28, 2023 (the “Pledge Agreement”); and

The Parties desire to amend the Note as set forth expressly below.

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The Maturity Date (as defined in the Note) of the Note shall be extended to October 10, 2025.

2. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

3. This Amendment may be executed in two or more counterparts, each of which when so executed and delivered to the other party shall be deemed an original. The executed page(s) from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument. Such counterparts may be delivered by facsimile or other electronic transmission, which shall not impair the validity thereof.

[Signature page to follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.

ODYSSEY HEALTH, INC.		MAST HILL FUND, L.P.

By: /s/ Joseph Redmond Name: Joseph Redmond Title: Chief Executive Officer		By: /s/ Patrick Hassani Name: Patrick Hassani Title: Chief Investment Officer