Exhibit
10.10


 


ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


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”).


 


INTRODUCTION


 


WHEREAS,
the Assignor contemplates entering into a business combination on the date hereof, pursuant to which an operating company will
become a wholly-owned subsidiary of the Assignor and the operations of the Assignor will change to those of such operating company
(the “Exchange”);


 


WHEREAS,
in preparation for the transactions contemplated by the Exchange, the Assignor is required to contribute and assign all of the
business, properties, operations, assets, goodwill, liabilities and obligations (other than general and administrative expenses)
of the Assignor incurred, in effect or in existence as of immediately prior to the consummation of the Exchange (collectively,
the “Assets and Liabilities”); and


 


WHEREAS,
Assignee wishes to irrevocably accept the contribution and assignment of the Assets and Liabilities, on the terms and subject
to the conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual promises, warranties and covenants set forth herein, Assignee and Assignor hereby agree
as follows:


 


1.
Assignor hereby assigns, transfers, contributes and conveys to Assignee, and its successors and assigns, all of the Assets and
Liabilities and all of the rights of Assignor pursuant thereto and in connection therewith, and Assignee hereby irrevocably accepts
and assumes such assignment, transfer, contribution and conveyance, and agrees to perform all of Assignor’s obligations
and to satisfy each liability thereof.


 


2.
Assignor and Assignee each hereby covenants that it will, whenever and as reasonably requested by the other, do, execute, acknowledge
and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney
and any instruments of further assurance, approvals and consents as the other may reasonably require in order to complete, insure
and perfect the transfer, conveyance, contribution and assignment to Assignee of all the right, title and interest of the Company
in and to the Assets and Liabilities hereby assigned, transferred, contributed and conveyed, or intended so to be. Assignee hereby
covenants that it will, whenever and as reasonably requested by Assignor, do, execute, acknowledge and deliver any and all such
other and further documents, acts and deeds as shall be required in connection with the assumption of liabilities and obligations
of Assignor contemplated by Section 1 hereof.


 


3.
Assignor’s interest in the Assets and Liabilities is being acquired by the Assignee on an AS IS WHERE IS basis and Assignor
makes no representations thereto or any other matter.


 






    	 



     


    

  


4.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors
and assigns.


 


5.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart. Facsimile or .pdf execution and delivery of this Agreement is
legal, valid and binding execution and delivery for all purposes. This Agreement shall be governed in all respects, including
validity, interpretation and effect, by the internal laws of the State of New York, without regard to the conflicts of law principles
thereof.


 


6.
This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof and supersedes in its entirety any other agreement
relating to or granting any rights with respect to the subject matter hereof.


 


7.
Each party acknowledges that its legal counsel participated in the preparation of this Agreement and, therefore, stipulates that
the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation
of this Agreement to favor any party against the other.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Assignment and Assumption Agreement as of the date first written above.


 


	 	ASSIGNOR:
	 	 
	 	OMNIA
    WELLNESS INC.
	 	 
	 	By:
    	/s/
    Amer Samad 
	 	Name:
    	Amer
    Samad
	 	Title:
    	CEO
	 	 	 
	 	ASSIGNEE:
	 	 
	 	RZI
    CONSULTING LLC
	 	 
	 	By:
    	/s/
    Nickolay Kukekov 
	 	Name:
    	Nickolay
    Kukekov
	 	Title:
    	Co-owner