Exhibit
10.1


 


PURCHASE
AGREEMENT


 


by
and between


 


GSRX
Industries Inc.


(“Seller”)


 


and


 


Seneca
Capital Partners, LP


(“Buyer”)


 


Dated
as of October 6, 2020


 




    	 	 	 



     


    

 


PURCHASE
AGREEMENT


 


This
Purchase Agreement (“Agreement”) is dated as of October 6, 2020, by and between GSRX Industries Inc, a Nevada
Corporation (“Seller”), and Seneca Capital Partners LP, a Texas limited partnership (“Buyer”)
- Collectively the Parties.


 


I.
RECITALS


 


A.
Seller has the right title and interest in The Green Room Palm Springs LLC., a California Limited Liability Company (“LLC”);


 


B.
Seller’s membership interest is equal to ninety-five percent (95%) ownership in the LLC (the “Seller’s Membership
Interest”);


 


C.
Seller desires to sell its entire Seller’s Membership Interest in the LLC to Seneca under the terms and conditions set forth
in this Agreement;


 


D.
Whereas the LLC maintains an Operating Agreement;


 


E.
Whereas the LLC permits the sale of Seller’s Membership Interest to Buyer;


 


F.
Seller and Buyer agree to complete the sale of the Seller’s Membership Interest through this Agreement, and each abide by
the terms and conditions herein;


 


G.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows;


 


II.
PURCHASE PRICE


 


Buyer
agrees to purchase the Seller’s Membership Interest for the total sale price of Four Hundred Thousand Dollars ($400,000)
(“Total Sale Price”). The Seller shall have no rights in the LLC after this sale other than with respect to 3% of
the gross revenue generated for a period of sixty (60) months pursuant to the terms of Revenue Sharing Agreement entered into
among Seller, Buyer and the LLC dated October 6, 2020 (the “Revenue Sharing Agreement”).


 


III.
PAYMENT


 


Payment
shall be made in one lump sum to Seller in the form of a wire to Seller’s financial institution. Sellers wiring information
shall be provided by Seller to Buyer prior to the Closing Date.


 


IV.
CLOSING


 


4.1
The Total Sales Price shall be paid at closing which shall occur on or before October 9, 2020. (Closing Date)


 


4.2
All required sale and transfer documentation shall be provided to Buyer by Seller before this transaction may close.


 




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4.3
Seller shall deliver to Buyer a fully executed LLC Membership Interest Assignment and requisite consent certificates, lease approvals
for change of control and any other required documentation including a written Managers consent. Once all fully executed documentation
is provided, Buyer will wire the Total Sales Price and the sale will be consummated upon confirmation by Seller to Buyer of receipt
of the Total Sales Price.


 


V.
VOTING RIGHTS


 


The
Seller’s Membership Interest comes with all applicable voting rights in the LLC.


 


VI.
OPERATING AGREEMENT


 


After
completion of the Sale, Buyer agrees at all times to abide by the Green Room Palm Springs LLC Operating Agreement (the “Operating
Agreement”) Each party, during the sale of the Seller’s Membership Interest herein shall ensure that the transfer
contemplated herein abides by the requirements of the Operating Agreement. Nothing herein shall restrict Buyer from revising the
Operating Agreement upon completion of the sale contemplated herein; provided that, Buyer will not make any change to the Operating
Agreement that would affect or change the nature of the security interest taken by Seller pursuant to the Revenue Sharing Agreement
and the security and pledge agreement contemplated thereunder and entered into by the Parties.


 


VII.
SELLERS REPRESENTATIONS AND WARRANTIES


 


7.1
Seller hereby represents and warrants that Seller has good title to the Seller’s Membership Interest conveyed herein and
that seller has no limitations on making such sale and assignment, such as any security interest, lien or encumbrance. Seller
has the requisite power to enter into and carry out its obligations under this Agreement. The execution and delivery of this Agreement
to be entered into by Seller in connection with this Agreement and the performance of Seller’s obligations under this Agreement
have been duly authorized in accordance with the laws governing Seller, and no other proceedings on the part of Seller is necessary
to authorize their execution, delivery, and performance.


 


7.2.
Seller hereby represents and warrants that this Agreement has been duly and validly executed and delivered by the Seller, and
constitutes a legal, valid and binding obligation of the Seller, legally enforceable against it in accordance with its terms.


 


7.3
Seller has the consent of all required members of the LLC as evidenced by the Consent to Sale of Seller’s Membership Interest
to Buyer.


 


7.4
Seller represents and warrants that the Operating Agreement in no way restricts or invalidates the sale of the Seller’s
Membership Interest to Buyer.


 


7.5
Seller further represents and warrants that it will take any steps necessary to perfect Buyer’s receipt of the Seller’s
Membership Interest as maybe required.


 




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VIII.
BUYER REPRESENTATION AND WARRANTIES


 


8.1
Buyer hereby represents and warrants to Seller that it has the requisite power to enter into and carry out its obligations under
this Agreement. The execution and delivery of this Agreement to be entered into by Buyer in connection with this Agreement and
the performance of Buyer’s obligations under this Agreement have been duly authorized in accordance with the laws governing
Buyer, and no other proceedings on the part of Buyer is necessary to authorize their execution, delivery, and performance.


 


8.2
Buyer hereby represents and warrants that this Agreement has been duly and validly executed and delivered by the Buyer, and constitutes
a legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.


 


8.3
Buyer hereby represents and warrants that there are no suits, actions or legal proceedings of any sort are pending or are threatened
which would restrain or otherwise prevent, in any manner, the Buyer from fulfilling any of his obligations set out in this Agreement
or arising from this Agreement.


 


IX.
NO PUBLIC INTEREST


 


Seller
represents that the Seller’s Membership Interest that is being sold herein is not registered under the Federal Securities
Act of 1933, nor any state security laws. The Seller’s Membership Interests will not be registered under the Federal Securities
Act of 1933, nor any state securities laws. The sale of the Seller’s Membership Interest does not involve any public offering,
and Buyer and Seller may complete the sale in reliance upon federal and state exemptions for public transactions.


 


X.
EXPENSES


 


Each
Party is responsible for its own costs and expenses incurred in connection with this Agreement.


 


XI.
INDEMNITY


 


All
representations and warranties in this Agreement will survive the Closing for their applicable statute of limitations. Seller
agrees to indemnify and hold Buyer harmless from any losses, claims or demands for any breach of any representation or warranty
made by Seller or breach of any covenant or obligation of Seller in this Agreement.


 






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XII.
GENERAL PROVISIONS


 


	 	12.1	Notices.
    All notices, Consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall
    be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier
    service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment;
    or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following
    addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below
    (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other Parties):


 


	If
    to Seller:	GSRX
    Industries
	 	1301
    E Debbie Lane 102-160 Mansfield, TX 76063
	 	 
	 	Attn:
    Tom Gingerich
	 	E-mail:
    tom@gsrxindustries.com
	 	 
	If
    to Buyer:	Seneca
    Capital Partners, LP
	 	330
    Franklin Road
	 	Suite
    135A-386
	 	Brentwood,
    TN 37027
	 	 
	 	Attn:
    Christian Briggs
	 	E-mail:
    cinsay@gmail.com


 


	 	12.2	Jurisdiction
    and Venue. Jurisdiction shall be the State of California in the county of Orange. 
	 	 	 
	 	12.3	Governing
    Law. This Agreement will be governed by and construed under the laws of California without regard to any conflict of law principle
    that may cause the substantive law of another jurisdiction to apply. 
	 	 	 
	 	12.4	Assignment.
    This Agreement of the grants hereunder may not be assigned, sold, leased or otherwise transferred in whole or in part by either
    party, without the written consent of the other.
	 	 	 
	 	12.5	Severability.
    If any provision of this Agreement is held invalid or unenforceable by any court or authority of competent jurisdiction, the
    other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
    only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
	 	 	 
	 	12.6	Agency.
    No agency, partnership or joint venture has been created between the Parties as a result of this Agreement.
	 	 	 
	 	12.7	This
    Agreement may not be amended, supplemented, or otherwise modified except by written mutual consent of the Parties hereto.
	 	 	 
	 	12.8	Time
    of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence
	 	 	 
	 	12.9	Further
    Assurances. Each party shall execute and deliver such other documents and take such other action as may be reasonably necessary
    to consummate the transactions contemplated by this Agreement.
	 	 	 
	 	12.10	Attorneys’
    Fees. If any action of whatsoever kind is taken by any party to interpret or enforce any provision of this Agreement (whether
    or not arbitration or litigation is commenced), each party will bear it’s on legal costs, subject to any re-allocation
    of such fees by the court or arbitrator, as applicable.


 






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


 


	SELLER:	 
	GSRX
    INDUSTRIES INC.	 
	 	 	 
	By:
    	/s/
    Troy Nihart	 
	 	Troy
    Nihart - Interim CEO	 
	 	October
    16, 2020    (date)	 
	 	 	 
	BUYER:	 
	SENECA
    CAPITAL PARTNERS, LP	 
	 	 	 
	By:	/s/
    Christian Briggs	 
	 	Christian
    Briggs - Manager	 
		October
    9, 2020     (date)	 


 




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