SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2022 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 11, 2022, by and between OMNIA WELLNESS INC., a Nevada corporation, with headquarters located at 999 18th Street, Suite 3000, Denver, CO 80202 (the “Company”), and GS CAPITAL PARTNERS, LLC a Nevada limited liability company, with its address at 1 East Liberty Street, Suite 600, Reno, NV 85901, (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2022 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2022, by and between OMNIA WELLNESS INC., a Nevada corporation, with its address at 999 18th Street, Suite 3000, Denver, Colorado 80202 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria, VA 22314 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT (FIRST WARRANT) OMNIA WELLNESS INC.Common Stock Purchase Warrant • June 30th, 2021 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the senior secured promissory note in the principal amount of $650,000.00 to the Holder (as defined below) of even date) (the “Note”), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from OMNIA WELLNESS INC., a Nevada corporation (the “Company”), 4,333,333 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated June 24, 2021, by and among the Company a
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 30th, 2021 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Nevada
SUBSIDIARY GUARANTEE, dated as of June 24, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Auctus Fund, LLC, a Delaware limited liability company (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Omnia Wellness Inc., a Nevada corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2021 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 24, 2021, by and between OMNIA WELLNESS INC., a Nevada corporation, with headquarters located at 999 18th Street, Suite 3000, Denver, CO 80202 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Boston, MA 02116 (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • June 30th, 2021 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Nevada
This SECURITY AGREEMENT, dated as of June 24, 2021 (this “Agreement”), is among Omnia Wellness Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Auctus Fund, LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).
SECURED LOAN AND REVENUE PARTICIPATION AGREEMENTSecurity Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • New York
This Secured Loan and Revenue Participation Agreement (inclusive of all addendums and exhibits, the “Agreement”) is made as of the 18th day of September, 2019 by and between LG 2017 Holdings LLC, an Nevada limited liability company with registered address in the State of Nevada located at 701 South Carson Street, Suite 200, Carson City, Nevada, 89701 and its principal place of business located at 16485 Collins Avenue, Unit 2034, Sunny Isles Beach, FL 33160 (the “Lender”), and Solajet Financing Company LLC, a Colorado limited liability company, Colorado entity ID number 20191705212, with its registered address and principal place of business located at 999 18th St., Suite 3000, Denver, CO 80202 (the “Borrower”).
PRO FORMA COMBINED FINANCIAL STATEMENTSPro Forma Combined Financial Statements • March 31st, 2021 • Omnia Wellness Inc. • Services-prepackaged software
On April 20, 2020, Omnia Wellness Inc. (formerly known as Glolex, Inc.; the “Company” or “we,” “us” or “our”), entered into a Share Exchange and Reorganization Agreement (the “Exchange Agreement”) with Omnia Wellness Corporation (formerly known as Bed Therapies, Inc.) (“OWC”) and the beneficial stockholders of OWC to acquire 100% of the issued and outstanding shares of capital stock of OWC. The transactions contemplated by the Exchange Agreement were consummated on January 5, 2021 and, pursuant to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of OWC, no par value, or the OWC Shares, were exchanged for shares of our common stock, par value $0.001 per share, based on the Exchange Ratio of one share of our common stock for every one OWC Share. We refer herein to the transactions contemplated by the Exchange Agreement, collectively, as the Acquisition. Accordingly, we acquired 100% of OWC in exchange for the issuance of shares of our common
To: GLOLEX, INC. Unit 9647Glolex, Inc. • December 16th, 2016 • Services-prepackaged software
CONTRACT SERVICES AGREEMENTContract Services Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • Colorado
THIS CONTRACT SERVICES AGREEMENT (this “Agreement”), effective as of January 1, 2020 (the “Effective Date”), is by and between Solajet Financing Company, Colorado Limited Liability Company, a wholly owned subsidiary of Bed Therapies, Inc., Texas corporation, with offices located at 999 18th St., Suite 3000, Denver, CO 80202 (the “Company”), and DryRx, LLC, a Nevada limited liability company, which has an office located in, Ft. Collins, CO 80524 (“DX”).
ContractShare Exchange and Reorganization Agreement • April 22nd, 2020 • Omnia Wellness Inc. • Services-prepackaged software • New York
SHARE EXCHANGE AND REORGANIZATION AGREEMENT, dated as of April 17, 2020 (the “Agreement”), among Bed Therapies Inc., a Texas corporation with offices located at 4524 Westway Ave., Dallas, TX 75205 (“BTI”); Omnia Wellness Inc., a Nevada corporation with offices located at 1306 Hertel Avenue, Suite 3, Buffalo, NY 14216 (“PublicCo”); and the beneficial stockholders of BTI signatory hereto (the “BTI Stockholders”).
AMENDMENT TO THE SECURED LOAN AND REVENUE PARTICIPATION AGREEMENTSecured Loan and Revenue Participation Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software
This Amendment (the “Amendment”) to the October 9, 2019 Secured Loan and Revenue Participation Agreement (the “Agreement”) entered into by and between Chartwell Capital US LP (“Chartwell”) and Solajet Financing Company LLC (“Solajet”) is now being amended pursuant to Section 8.7 of the Agreement (each, Chartwell and SolaJet are referred to herein individually as a “Party” to this Amendment, and collectively as the “Parties” to this Amendment). Other than the amendments specified herein, no other terms of the Agreement shall be modified or affected by this Amendment. The Parties intend to make the following amendments effective, February 24, 2020 (hereinafter, the “Effective Date”):
EMPLOYMENT CONTRACTEmployment Contract • December 16th, 2016 • Glolex, Inc. • Services-prepackaged software • Nevada
MASTER FACILITY LICENSE AGREEMENTMaster Facility License Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • California
This Master Facility License Agreement (this “Agreement”) is made and entered into as of this 9th day of August, 2018 (the “Effective Date”) between Fitness International, LLC, a California limited liability company, on its own behalf and on behalf of its wholly-owned affiliate, Fitness & Sports Clubs, LLC, a Delaware limited liability company (together, “LICENSOR”), and Drywave Technologies, USA, Inc., a Delaware corporation, on its own behalf and on behalf of its wholly-owned subsidiary Massagewave, Inc., a Colorado corporation (together, “LICENSEE”). LICENSOR and LICENSEE are each sometimes referred to in this Agreement as a (“Party”) and collectively as the (“Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 28th, 2021 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus • Colorado
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 22nd day of June 2021, by and between Omnia Wellness Inc., a Nevada corporation (the “Company”), and DML 888 GmbH a German limited liability company (the “Purchaser”).
WORLDWIDE EXCLUSIVE LICENSE AGREEMENTWorldwide Exclusive License Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • Colorado
THIS LICENSE AGREEMENT (hereinafter “Agreement”), effective as of April 30, 2019 (the “Effective Date”), is entered into between Drywave Technologies USA, Inc., a Delaware corporation (“DWTI”), having a place of business in Denver, Colorado, and Bed Therapies, LLC a Texas Limited Liability Company (“BT”), having a place of business in Dallas, Texas.
SECURED LOAN AND REVENUE PARTICIPATION AGREEMENTContinuing Personal Guarantee • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • New York
This Secured Loan and Revenue Participation Agreement (inclusive of all addendums and exhibits, the “Agreement”) is made as of the 9th day of October, 2019 by and between Chartwell Capital US LP, a Delaware limited partnership with its principal place of business located at 205 West 57th Street, Suite 4AA, New York, NY 10019 (the “Lender”), and Solajet Financing Company LLC, a Colorado limited liability company, Colorado entity ID number 20191705212, with its registered address and principal place of business located at 999 18th St., Suite 3000, Denver, CO 80202 (the “Borrower”).
OMNIA WELLNESS INC. STOCK OPTION AGREEMENTStock Option Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • New York
WHEREAS, as of March 5, 2020, the Company adopted the 2020 Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of common stock, no par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
ContractCfo Consul Ting Agreement • March 15th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • Florida
CFO CONSUL TING AGREEMENT dated as of March 11, 2021 (this “Agreement “), between Omnia Wellness (the “Company”), and Dr. Andrew Trumbach ( the “Consultant” ) .
CONSULTING AGREEMENTConsulting Agreement • June 13th, 2016 • Glolex, Inc.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
EXTENSION TO PROMISSORY NOTEPromissory Note • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software
This EXTENSION TO PROMISSORY NOTE (this “Amendment”) is made effective as of February 1, 2020, by Bed Therapies, Inc., a Texas corporation, as converted from Bed Therapies, LLC and merged into Omnia Wellness, Inc. (the “Company”), and Barry Pressman, who is holder of the Company’s Promissory Note (the “Holder”).
EXTENSION TO PROMISSORY NOTEPromissory Note • February 9th, 2021 • Omnia Wellness Inc. • Services-prepackaged software
This EXTENSION TO PROMISSORY NOTE (this “Amendment”) is made effective as of January 31, 2021 by Omnia Wellness Inc., a Nevada corporation (as successor to the obligations of Omnia Wellness Corporation, a Texas corporation (f/k/a Bed Therapies, Inc., as converted from Bed Therapies, LLC, the “Company”), and Barry Pressman, who is the holder of the Promissory Note referred to below (the “Lender”).
Waiver LetterWaiver Letter • February 23rd, 2022 • Omnia Wellness Inc. • Surgical & medical instruments & apparatus
AMENDMENT TO THE SECURED LOAN AND REVENUE PARTICIPATION AGREEMENTSecured Loan and Revenue Participation Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software
This Amendment (the “Amendment”) to the September 18, 2019 Secured Loan and Revenue Participation Agreement (the “Agreement”) entered into by and between LG 2017 Holdings LLC (“LG”) and Solajet Financing Company LLC (“Solajet”) is now being amended pursuant to Section 8.7 of the Agreement (each, LG and SolaJet are referred to herein individually as a “Party” to this Amendment, and collectively as the “Parties” to this Amendment). Other than the amendments specified herein, no other terms of the Agreement shall be modified or affected by this Amendment. The Parties intend to make the following amendments effective, February 24, 2020 (hereinafter, the “Effective Date”):
SOFTWARE DEVELOPMENT AGREEMENT (ASSIGMENT)Software Development Agreement • June 13th, 2016 • Glolex, Inc.
Glolex, Inc. you ("Client") is hiring UAB Almax Group ("Technician") to build a website and do software development work. The following sets forth the agreement between these two parties and binds them both.
Marketing Consulting and Independent Contract AgreementMarketing Consulting and Independent Contract Agreement • January 12th, 2017 • Glolex, Inc. • Services-prepackaged software • Georgia
AGREEMENT (this “Agreement”), made us of this 5 day of January of 2017 by and between GLOLEX INC. Unit 9647, 13 Freeland Park Wareham Road, Poole BH16 6F, United Kingdom and OOO HAMURABI of Karla Marksa St. 6, Unit 48, Minsk 223022, Republic of Belarus.
MASTER FACILITY LICENSE AGREEMENT ASSIGNMENTMaster Facility License Agreement Assignment • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • California
A certain Master Facility License Agreement (the “Agreement”) was made and entered into as of the 9th day of August, 2018, between Fitness International, LLC, a California limited liability company, on its own behalf and on behalf of its wholly-owned affiliate, Fitness & Sports Clubs, LLC, a Delaware limited liability company (together, “LICENSOR”), and Drywave Technologies, USA, Inc., a Delaware corporation, on its own behalf and on behalf of its wholly-owned subsidiary Massagewave, Inc., a Colorado corporation (together, “LICENSEE”). Pursuant to Paragraph 31 of the Agreement, the LICENSOR approves the assignment of the Agreement, including any related location agreements from Drywave Technologies USA Inc. (the “Assignor “), to Bed Therapies, LLC (the “Assignee”) dated September 30, 2018. The Assignee and Assignor warrant to the LICENSOR that the Assignee has full legal authority and capability to perform under the Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 11th, 2021 • Omnia Wellness Inc. • Services-prepackaged software • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 5, 2021, by and between Omnia Wellness Inc., a Nevada corporation (“Assignor”), and RZI Consulting LLC, a Texas limited liability company (“Assignee”).
