Exhibit 10.1


 





 


 


PRIVILEGED
AND CONFIDENTIAL


 


San
Juan, November 13, 2020


 


Mr.
Edgard Montero


 


Project
1493, LLC.


793
San Patricio Avenue


Las
Lomas


San
Juan, P.R. 00921


 


GSRX
Industries, Inc.


Building
No.3 P.R. 696, int. José Efron Ave.


Dorado,
00646


 


Chemesis
International, Inc.


Suite
2200 – 885 West Georgia


Street
Vacouver, BC V6C 3E8


 


	 	Re:
    Option to Purchase


 


From
my highest consideration,


 


I
am pleased to write to you with the opportunity to express our firm intention to formalize the purchase and transfer of the Medical
Cannabis Dispensary establishment licenses and assets, and the assignment of the current lease agreements corresponding to the
following locations:


 


	 	●	Ave.
    Andalucía #511, San Juan, P.R. 00920
	 	●	Ave.
    César González #508, San Juan, P.R. 00918
	 	●	65th
    Infantry Ave. Km. 11.0 Marginal 3, Lomas de Carolina, Carolina, P.R. 00987
	 	●	Bo.
    Quebrada de Fajardo, Carr. #3 Km. 44.9, Fajardo, P.R. 00648



 



    	 	 	 



    	 



    

 


	 	●	Paseo
    del Plata Shopping Center, 696 José Efron Ave, Dorado, P.R. 00646


 


In
addition to the referenced licenses and leasing contracts, our offer includes all the furniture and equipment installed in the
aforementioned properties and everything necessary to meet the parameters required by the Medical Cannabis Regulatory Board (JRCM)
to obtain a Medical Cannabis Dispensary Establishment License.


 


The
aforementioned transfer or assignment of the current leasing contracts must have the express consent of the corresponding landlords.
The transfer, assignment and sale of the Medical Cannabis Dispensary licenses must have the approval and authorization of the
government authorities, including the Medical Cannabis Regulatory Board for the ownership change and the effective assignment
to Puerto Rico Industrial Commercial Holdings Biotech, Corp. (“PRICH Biotech”). Said transfer, sale and assignment
must be made free of any charge, debt or encumbrance for any reason, except those expressly accepted by PRICH Biotech.


 


The
intention of Project 1493, LLC, GSRX, Chemesis International, Inc. and PRICH Biotech is formalized by the signing of the present
agreement and with the filing of Application CD-01 before the Medical Cannabis Regulatory Board for the ownership change of the
totality of the ownership interests of the Medical Cannabis Dispensary Establishment licenses and the goods, assets, records and
any other essential element that is part of said operation.


 


The
transfer or assignment of the lease agreements shall be made in a separate lease assignment instrument that will be opportunely
notified to the Medical Cannabis Regulatory Board and other government authorities with jurisdiction.


 


The
transfer, assignment and sale of the Medical Cannabis Dispensary licenses and the goods, assets, records and any other essential
element that is part of said operation will be executed by a transfer of ownership interests and assets agreement, after the approval
of the Medical Cannabis Regulatory Board. The price of the transfer and sale of the Medical Cannabis Dispensary licenses, and
the goods, assets, records and any other essential element that is part of said operation is three million nine hundred thousand
American dollars ($3,900,00 USD), and it is divided in the following manner: 1) one initial payment of one million five hundred
thousand American dollars ($1,500,000 USD) at the signing and approval of the corresponding ownership change by the Medical Cannabis
Regulatory Board, 2) the rest of the payment will be made in twenty four installments of one hundred thousand American dollars
($100,000) until full payment. This agreement is binding, and its compliance is mandatory for Project 1493, GSRX and Chemesis
International, Inc., thus it cannot be rescinded or terminated, except with the express and formal written consent of PRICH Biotech.


 


This
economic offer is contingent on the “Due Diligence” process that must be carried out within thirty (30) days following
the signing of the consent to accept the terms of this offer; which will include the review of the pertinent documents and a detailed
inventory. Likewise, if the proposed business is deemed feasible, this offer will be duly accepted in a contract to be executed
by the parties.


 


Signed
and accepted by:


 


	 	 	 
	Juan
    Vicente Carrillo Paris	 	Edgar
    Montero Gortarez
	CEO	 	Project
    1493, LLC
	PRICH
    Biotech Corp.	 	GSRX
    Industries, Inc.
	 	 	Corporate
    Resolution Nos._____