Exhibit 10.1 


 


ADDENDUM
TO THAT CERTAIN DEFINITIVE SHARE PURCHASE AGREEMENT


 


This addendum (the “Addendum”)
to that certain Definitive Share Purchase Agreement (the “Agreement”) made on July 2, 2021, by and between Kingpins
International, Inc. (“Kingpins”) and Pure Harvest Corporate Group, Inc. (“PHCG”) is made effective
as of August 25, 2021.


RECITALS


WHEREAS, PHCG
has granted Kingpins a thirty-day (30) extension to the funding date of the First Tranche, as defined in the Agreement and by this Addendum
(the “Amended Funding Date”).


WHEREAS, PHCG
wishes to allow Kingpins to fund the First Tranche in multiple installments at any time prior to the Amended Funding Date; and


WHEREAS, Kingpins
wishes to include a liquidated damages provision in the Agreement in the event that Kingpins is unable to fund the First Tranche on or
before the Amended Funding Date.


NOW, THEREFORE,
in consideration of the above and the mutual covenants and provisions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


		1.	Extension
                                            of Funding Date. The funding date of the First Tranche shall be extended by thirty (30)
                                            business days.



		2.	Allowance
                                            for Multiple Installments. PHCG agrees that Kingpins may fund the First Tranche in multiple
                                            installments in any amount prior to the Amended Funding Date provided the First Tranche is
                                            fully funded in the amount of fifteen million dollars ($15,000,000) on or before the Amended
                                            Funding Date.



		3.	Pricing
                                            of Tranches. The parties hereto agree that the price per share of the First Tranche shall
                                            be forty-five- and one-half cents ($0.455) and the price per share of the Second Tranche
                                            (as defined in the Agreement) shall be forty cents ($0.40).



		a.	If
                                            the First Tranche is not funded on or before Amended Funding Date, Kingpins agrees that the
                                            price per share of the Second Tranche shall be the greater of forty-five and one- half cents
                                            ($0.455) or the market price of PHCG’s common stock as listed on the public exchange.



		b.	The
                                            Second Tranche funding date will remain 90 days from August 16, 2021.



		4.	Liquidated
                                            Damages. If the First Tranche is not fully funded on or before the Amended Funding Date,
                                            Kingpins agrees to pay liquidated damages in the amount of five thousand dollars ($5,000)
                                            per day until the First Tranche is fully funded. The parties acknowledge that (i) the amount of loss
or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in this Section 5 bear
a reasonable relationship


to, and are not plainly or
grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by Kingpins to fully fund the First
Tranche on or before Amended Funding Date; (iii) one of the reasons for the PHCG and Kingpins reaching an agreement as to such amounts
was the uncertainty of actual damages and costs, and (iv) Kingpins and PHCG are sophisticated business
parties and have been represented by sophisticated and able legal counsel and negotiated this Addendum at arm's length.









 


AGREED
TO AND ACCEPTED


 


 


 


	 

    By: 



 


Pure
Harvest Corporate Group, Inc.Kingpins International, Inc.








 


Matthew Gregarek - CEOTheodore
Holloway, III - CEO