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”).
