Exhibit 10.1


 


AMENDMENT #1 TO THE PROMISSORY
NOTE


ISSUED ON APRIL 12, 2022


 


THIS AMENDMENT #1 to the
Note (as defined below) (the “Amendment”) is entered into as of October 11, 2022 (the “Effective Date”), by and
between BETTER FOR YOU WELLNESS, INC., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limited
partnership (the “Holder”) (collectively the “Parties”).


 


BACKGROUND


 


A.   The
Company and Holder are the parties to that certain promissory note originally issued by the Company to the Holder on April 12, 2022, in
the original principal amount of $310,000.00 (as amended from time to time, the “Note”); and


 


 B. 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
Company shall issue 2,686,667 shares of the Company’s common stock (the “Extension Shares”) to the Holder within three
(3) calendar days of the Effective Date.


 


2.   Section
3.19 of the Note shall be replaced in the entirety with the following:


 


“3.19   Registration
Statement Failures. The Borrower fails to (i) file a registration statement (the “Registration Statement”) covering the
Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares (as defined in the Purchase Agreement)
(the “Conversion Shares”), Commitment Shares (as defined in the Purchase Agreement) (the “Commitment Shares”),
and Extension Shares (as defined in that certain amendment dated October 11, 2022, by and between the Company and Holder with respect
to this Note) (the “Extension Shares”) on or before February 9, 2023, (ii) cause the Registration Statement to become effective
on or before May 10, 2023, (iii) cause the Registration Statement to remain effective until the Holder no longer owns the Note, Conversion
Shares, Commitment Shares, or Extension Shares, (iv) comply with the provisions of the Registration Rights Agreement in all respects,
or (v) immediately amend the Registration Statement or file a new Registration Statement (and cause such Registration Statement to become
effective as provided in the Registration Rights Agreement) if there are no longer sufficient shares registered under the initial Registration
Statement for the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Conversion Shares, Commitment
Shares, and Extension Shares.


 


3.   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.


 


[Signature page to follow]


 









     


     


    

 


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


 


	BETTER FOR YOU WELLNESS, INC.	 	MAST
    HILL FUND, L.P.
	 	 	 	 	 
	By:	/S/       	 	By:	/S/      
	Name: 	 Ian James	 	Name: 	 Patrick Hassani
	Title:	 Chief Executive Officer	 	Title:	 Chief Investment Officer