Exhibit
10.1


 


Waiver
Letter 


 


		Dated February
  17, 2022 but
		Effective as
  of November 22, 2021




 


Omnia
Wellness Inc.


999
18th Street


Suite
3000


Denver,
Colorado 80202


 


	 	Re:
    	Waiver
    of Default


 


Ladies
and Gentlemen:


 


Reference
is made to that certain (a) Securities Purchase Agreement dated as of June 24, 2021 (the “SPA”), by and between Omnia
Wellness Inc., a Nevada corporation (“Omnia”), and Auctus Fund, LLC, a Delaware limited liability company (“Auctus”),
(b) Senior Secured Promissory Note in the principal amount of $650,000, with Omnia as the borrower thereunder and Auctus as the holder
thereunder, with an issue date of June 24, 2021 (the “Note”), (c) Common Stock Purchase Warrant (First Warrant) of
Omnia held by Auctus dated June 24, 2021 (the “First Warrant”) and (d) Common Stock Purchase Warrant (Second Warrant)
of Omnia held by Auctus dated June 24, 2021 (the “Second Warrant” and, with the SPA, the Note, the First Warrant and
the other documents and instruments referenced therein, the “Loan Documents”).


 


Pursuant
to Section 3.8 of the Note, it is an event of default if at any time after the Issue Date (as defined in the Note), Omnia shall fail
to comply with the reporting requirements of the 1934 Act (as defined in the Note) and/or Omnia shall cease to be subject to the reporting
requirements of the 1934 Act.


 


Omnia
(a) failed to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Form 10-Q”)
by its due date of November 22, 2021, (b) failed to file its Current Report on Form 8-K (Item 4.02 – Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review) (the “Form 8-K”) by its due date
of November 23, 2021 and (c) intends to restate its financial statements for the fiscal quarter ended June 30, 2021 originally filed
in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, by filing an Amendment No. 1 to Form 10-Q for the fiscal
quarter ended June 30, 2021 (the “Restated 10-Q”) (clauses (a), (b) and (c), collectively, the “Section 3.8
Default”). Accordingly, Omnia has requested Auctus to waive the Section 3.8 Default.


 


Auctus
hereby (a) irrevocably waives the Section 3.8 Default and (b) irrevocably waives and declines to exercise any of its rights under the
Loan Documents otherwise triggered upon an event of default due to a Section 3.8 Default (including but not limited to the acceleration
of the Note, the triggering of any Default Amount (as defined in the Note) and the inability to cancel and extinguish the Second Warrant
in accordance with the terms of the Loan Documents).


 




    	 



     


    

 


This
Consent and Waiver Letter is provided only in connection with the matters specifically provided herein, and is in no way deemed (a) a
consent or waiver of any other rights under the Loan Documents or (b) except as expressly provided for in this Waiver Letter, to waive
or amend any rights, obligations or provisions under the Loan Documents, all of which shall remain in full force and effect. Nothing
herein shall be deemed an admission by Omnia that any matter referred to herein (i) requires the consent or waiver of Auctus or (b) otherwise
triggers any other event contemplated in the Loan Documents.


 


This
Waiver Letter may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Waiver Letter delivered by email or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed copy of this Waiver Letter.


 


	 	 	Very
    truly yours,
	 	 	 	 
	 	 	AUCTUS
    FUND, LLC
	 	 	 	 
	 	 	By:	/s/
    Lou Posner
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Agreed
    to and Accepted as of	 	 
	the
    17th day of February 2022,	 	 
	But
    Effective as of November 22, 2021	 	 
	 	 	 	 
	OMNIA
    WELLNESS INC.	 	 
	 	 	 	 
	By:	/s/
    Steve Howe	 	 
	Name:	Steve
    Howe	 	 
	Title:	Executive
    Chairman