Asset Purchase Agreement with Admay, Inc

EXHIBIT 10.1

Green Hygienics Holdings Inc.

13795 Blaisdell Place, Suite 202 Poway, CA 92064

ASSET PURCHASE AND SALE AGREEMENT

ADMAY INC

499 Evernia St. Suite 315

West Palm Beach FL 33401

Attention:

Edward May

James Fuller

Chris Leith

April 14, 2021

Dear Edward:

Re: Asset Purchase Agreement Between Green Hygienics Holdings Inc. and ADMAY INC for the Purchase of Two CBD Cigarette Brands and 166,000 Cartons of Inventory

This will advance our recent discussions respecting the purchase and sale of select Assets of ADMAY INC (the “Company”) by Green Hygienics Holdings Inc. (“Green Hygienics”).

The purpose of this letter (this “Letter”) is to set forth certain binding understandings among Green Hygienics and (“Company”), as of the date shown above (the “Effective Date”), with respect to the above transaction by Green Hygienics on the terms set forth below.

Green Hygienics will acquire select Assets of the Company.

The parties intend that the closing of the proposed transaction would occur on or before April 15, 2021 (the “Closing”).

Green Hygienics Holdings Inc.

13795 Blaisdell Place, Suite 202 Poway, CA 92064

Green Hygienics and Company agree to the terms of this Asset Purchase Agreement, containing comprehensive representations, warranties, indemnities, conditions and agreements Company, including, without limitation, representations by Company regarding the ownership of Company’s principal assets, including its intellectual property, and the continuity of any key licensed technologies for a reasonable period of time. The representations and warranties regarding intellectual property would survive for a term of five years and the remaining representations and warranties would survive for a period of two years. The execution of this Asset Purchase Agreement by Green Hygienics and Company and their respective obligations to close the transaction shall be subject to approval by the respective boards of directors of Green Hygienics and the Company.

The parties understand this Asset Purchase Agreement is subject to customary terms and conditions, including, but not limited to, the following:

Green Hygienics Holdings Inc.

13795 Blaisdell Place, Suite 202 Poway, CA 92064

Company shall provide to Green Hygienics complete access to Company’s facilities to pick up any of the Assets.

Except as and to the extent required by law, without the prior written consent of the other party, neither Green Hygienics nor Company shall, and each shall direct its shareholders or Representatives not to, directly or indirectly, make any public comment, statement or communication with respect to, or otherwise disclose or permit the disclosure of the existence of discussions regarding, a possible transaction between the parties or any of the terms, conditions or other aspects of the transaction proposed in this Letter. If a party is required by law to make any such disclosure, it must first provide to the other party the content of the proposed disclosure, the reasons that such disclosure is required by law, and the time and place that the disclosure will be made.

This Letter shall be governed by and construed under the laws of the State of California without regard to principles of conflict of laws.

Please sign and date this Letter in the space provided below to confirm your understanding of the terms of the Nonbinding Provisions and to confirm the mutual binding agreements set forth in the Binding Provisions and return a signed copy to the undersigned.

Very truly yours,