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”).
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”).
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”):
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”).
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
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”).
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”):
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”).
