EXHIBIT 10.1



 





DATEDJuly
7, 2016


 


ENHANCE
SKIN PRODUCTS INC.


 


-And-


 


BIOSURFACE
LIMITED


 


OPTION
AGREEMENT 


 


Eversheds



One
Earlsfort Centre


Earlsfort
Terrace


Dublin
2 


 




    	 



    	 



    


 


THIS
AGREEMENT is made on July 7, 2016


 


BETWEEN:


 


	1.	ENHANCE
    SKIN PRODUCTS INC., a corporation incorporated in the state of Nevada, with Company Registration Number NV20061008677,
    having its registered address at 50 West Liberty Street, Suite 800, Reno, NV 89501, United States of America (the “Seller”);
    and
	 	 
	2.	BIOSURFACE
    LIMITED, a limited liability company incorporated in the United Kingdom, with Company Registration Number 10205396, having
    its registered address Sand Hutton Applied Innovation Campus, Sand Hutton, York, North Yorkshire, YO41 1LZ, England (the “Purchaser”).


 


RECITALS:


 


	A.	The
    Seller is the legal and beneficial owner of the Assets and has agreed to enter into this Agreement in order to grant the Purchaser
    an option to purchase the Assets under a plan of reorganisation on the terms of this Agreement.
	 	 
	B.	The
    Seller is a corporation incorporated in the state of Nevada in the United States of America and is the sole legal owner of
    the Assets, free from all encumbrances, charges, liens or other third party interests other than those set out in Schedule
    2.
	 	 
	C.	The
    Seller acknowledges that the Purchaser is entering into this Agreement and the Loan Note subject to the Seller procuring that
    the related parties holding those encumbrances, charges, liens or other interests set out in Schedule 2 shall enter into a
    subordination agreement with the Purchaser, pursuant to which the security to be provided to the Purchaser shall take priority
    over such encumbrances, charges, liens or other interests.


 


IT
IS HEREBY AGREED AS FOLLOWS:


 


	1	Interpretation


 


	1.1	In
    this Agreement, unless the context requires otherwise, the following definitions shall have the following meanings:


 


	 	“Asset
    Purchase Agreement”	means
    the agreement to be entered into between (1) the Purchaser and (2) the Seller, , pursuant to which a US subsidiary or US group
    company of the Noteholder shall purchase certain assets of the Company, on terms broadly in line with those set out in the
    non-binding term sheet agreed between the parties in and around the date hereof, including but not limited to the Assets,
    for the Consideration;


 




    	 



    	 



    

 





 


	 	“Assets”	means the assets
    listed in Schedule 1 which are legally and beneficially owned by the Seller free from all Encumbrances or other third party
    rights other than those set out in Schedule 2;
	 	 	 
	 	“Business Day”	means a day other
    than a Saturday, Sunday or public holiday in England when banks in London are open for business;
	 	 	 
	 	“Completion”	means the date
    on which the Asset Purchase Agreement is completed;
	 	 	 
	 	“Consideration”	means a sum equal
    to £3,030,000, which sum shall be comprised of the issue of shares in the Purchaser to the Seller up to a value of £2,760,000,
    less all sums due and owing under the Loan Note, and the assumption of certain existing liabilities of the Seller by the Purchaser
    to the value of £270,000, in addition the Purchaser will also assume certain agreed future liabilities and obligations
    of the Seller as are agreed by the parties in the Asset Purchase Agreement; 
	 	 	 
	 	“Encumbrances”	means
                                    any type of encumbrance or security interest of any nature and shall include, without limitation,
                                    the following:



 


	 	 	(i)	any mortgage, charge (whether fixed
    or floating), lease, assignment, hypothecation, pledge, lien, option, right of pre-emption, right of retention, or right to
    acquire or right to restrict or any other form of security interest or right or interest or encumbrance of whatsoever nature
    or any obligation (including any conditional obligation) to create any of them;
	 	 	 	 
	 	 	(ii)	any option or right of pre-emption
    or first refusal or right to acquire or other type of preferential right (including reservation of title);
	 	 	 	 
	 	 	(iii)	any guarantee, indemnity or security
    in respect of the obligations of any other person;
	 	 	 	 
	 	 	(iv)	any rights pursuant to a hire purchase,
    lease or instalment purchase agreement; and
	 	 	 	 
	 	 	(v)	any adverse claim or right or third
    party right;


 




    	 



    	 



    


 


	 	“Exercise
    Notice”	means
    the written notice given in accordance with Clause 4.1;
	 	 	 
	 	“Lapse”	means
    the date on which the Option lapses in accordance with Clause 3.2;
	 	 	 
	 	“Loan
    Note”	means
    the Loan Note, to be entered into in and around the date hereof, between the Purchaser and the Seller, pursuant to which the
    Purchaser is to subscribe for, and the Seller is to issue, a loan note to the value of $100,000; 
	 	 	 
	 	“Option
    Period”	means
    the period beginning on the date of this Agreement and ending on the date on which the Option Lapses;
	 	 	 
	 	“Option”	means
    the option granted to the Purchaser by the Seller by Clause 2;
	 	 	 
	 	“Purchaser’s
    Charge”	means
    a fixed and floating charge, or equivalent security interest, over the Assets in favour of the Purchaser, to be entered into
    to secure the repayment of the Loan Note;
	 	 	 
	 	“Signature”	means
    the date on which an Asset Purchase Agreement is signed under which the Assets are purchased by the Purchaser from the Seller;
    and
	 	 	 
	 	“Related
    Party Charges”	means
    those encumbrances, charges, liens or other third party interests set out in Schedule 2.


 


	1.2	In
    this Agreement, unless the context requires otherwise:


 


	 	1.2.1	clause,
    schedule and paragraph headings shall not affect the interpretation of this Agreement; 
	 	 	 
	 	1.2.2	the
    schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference
    to this Agreement includes the Schedules;


 




    	 



    	 



    


 


	 	1.2.3	any
    reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having
    separate legal personality);
	 	 	 
	 	1.2.4	any
    reference to a “party” shall include that party’s personal representatives, successors and permitted
    assigns;
	 	 	 
	 	1.2.5	unless
    the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular
    and a reference to one gender shall include a reference to the other genders;
	 	 	 
	 	1.2.6	a
    reference to “writing” or “written” includes fax but not e-mail (unless otherwise expressly
    provided in this Agreement);and
	 	 	 
	 	1.2.7	any
    obligation on a party not to do something includes an obligation not to allow that thing to be done.
	 	 	 
	2	Grant
    of the Option




 


	2.1	In
    consideration of the payment of USD$1.00 (receipt of which is hereby acknowledged by the Seller) and in consideration for
    the Purchaser entering into the Loan Note, the Seller hereby grants to the Purchaser an option to require the Seller to sell
    the Assets to a US subsidiary or a US group company of the Purchaser, for the Consideration, under a plan of reorganisation
    broadly in line with those set out in the non-binding term sheet agreed between the parties in and around the date hereof.
	 	 
	2.2	At
    Completion, the Assets shall be sold by the Seller as legal and beneficial owner free from all liens, charges and Encumbrances
    and with all rights attached to them at the date of Completion.


 


	3	Option
    Period
	 	 
	3.1	The
    Option may only be exercised after Loan Note has been entered into and the Purchaser has transferred a sum equal to USD$100,000
    to the Seller, in accordance with the terms of the Loan Note.
	 	 
	3.2	The
    Option shall lapse on 31 July 2016. 
	 	 
	4	Exercise
    of Put Option
	 	 
	4.1	The
    Option shall be exercised by the Purchaser giving the Seller an Exercise Notice in accordance with Clause 10.4 which shall
    include:


 


	 	4.1.1	the
    date on which the Exercise Notice is given;
	 	 	 
	 	4.1.2	a
    statement to the effect that the Purchaser is exercising the Option;


 




    	 



    	 



    


 


	 	4.1.3	a
    date, which is no less than 3 Business Days and no more than 5 Business Days after the date of the Exercise Notice, on which
    Signature is to take place; and
	 	 	 
	 	4.1.4	a
    signature by or on behalf of the Purchaser.


 


	5	Consideration


 


The
sum payable by the Purchaser to the Seller, in respect of the Assets, upon the exercise of the Option and the entry into the Asset
Purchase Agreement shall be the Consideration.


 


	6	SIGNATURE
	 	 
	6.1	Signature
    shall take place at such time and place as the parties may agree on the date specified in the Exercise Notice or such later
    date as the parties may agree.
	 	 
	6.2	At
    Signature, the Purchaser and the Seller shall enter into an asset purchase agreement in respect of the Assets and the assumption
    of certain future liabilities and obligations of the Seller.
	 	 
	7	Completion
	 	 
	7.1	Completion
    shall take place at such time and place as the parties may agree on the date specified in the Exercise Notice or such later
    date as the parties may agree.
	 	 
	7.2	At
    Completion, the Purchaser and the Seller shall enter into the Asset Purchase Agreement in respect of the Assets and the Purchaser
    shall pay or procure the payment of the Consideration to the Seller.
	 	 
	7.3	At
    Completion, the Seller shall take all and any necessary actions to procure the transfer of the legal and beneficial ownership
    of the Assets from the Seller to the Purchaser, free from all liens, charges and Encumbrances.
	 	 
	7.4	Following
    Completion, where deemed necessary by the Purchaser, the Seller shall use its best endeavours to ensure the registration of
    the Purchaser as the owner, or holder, of the Assets, at the expense of the Purchaser.
	 	 
	8	Purchaser
    ’s protection
	 	 
	8.1	The
    Seller represents and warrants to the Purchaser that:


 


	 	8.1.1	it
    has full power and authority to enter into the Option on the terms and conditions of this Agreement;


 




    	 



    	 



    


 


	 	8.1.2	it
    is, and will remain during the Option Period, the legal and beneficial owner of the Assets, subject only to the Option and
    the Related Party Charges; and
	 	 	 
	 	8.1.3	such
    information relating to the Assets as is known to the Seller and which is material to be known by the Purchaser has been disclosed
    to the Purchaser before the date of this Agreement and on written request of the Purchaser, the Seller shall provide such
    further information of which it becomes aware. 


 


	8.2	The
    Seller hereby undertakes to the Purchaser that it shall procure that, in respect of the Related Party Charges, the parties
    entitled to such encumbrances, charges, liens or other third party interests shall enter into a deed of subordination with
    the Purchaser, pursuant to which they will agree that all encumbrances, charges, liens or other third party interests which
    they may hold in respect of the Assets shall be subordinated to the Purchaser’s Charge, to be provided to the Seller,
    with a copy to be provided to the Purchaser, immediately following execution of this Agreement. 
	 	 
	8.3	Until
    the earlier of Signature or Lapse, the Seller shall not, without the prior written consent of the Purchaser sell, transfer
    or otherwise dispose of, or create or permit to be created any further mortgage, charge, pledge or otherwise encumber its
    legal or beneficial interest in any of the Assets (or any interest in any of them). 
	 	 
	9	announcements
	 	 
	9.1	Except
    to the extent required by law or any legal or regulatory authority of competent jurisdiction:


 


	 	9.1.1	no
    party shall at any time disclose to any person (other than to its professional advisers) the existence of, or terms of this
    Agreement; and
	 	 	 
	 	9.1.2	except
    with the prior written consent of the other party (such approval not to be unreasonably withheld or delayed), no party shall
    make, or permit any person to make, any public announcement, communication or circular concerning this Agreement.


 


	10	General
    
	 	 
	10.1	Further
    assurance


 


Each
party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver
such documents and perform such acts as the other party may reasonably require for the purpose of giving full effect to this Agreement.


 




    	 



    	 



    


 


	10.2	Assignment


 


	 	10.2.1	Neither
    party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or
    all of its rights and obligations under this Agreement (or any other document referred to in it) without the prior written
    consent of the other party (such consent not to be unreasonably withheld or delayed).
	 	 	 
	 	10.2.2	Each
    person confirms that it is acting on its own behalf and not for the benefit of any other person.


 


	10.3	Variation
    and waiver


 


No
variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each party (or their authorised
representatives).


 


	10.4	Notices


 


	 	10.4.1	A
    notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent
    by post, in each case to that party’s address set out above, or sent by fax to that party’s main fax number (or
    to such other address or fax number as that party may notify to the other party in accordance with this Agreement).
	 	 	 
	 	10.4.2	Delivery
    of a notice is deemed to have taken place (provided that all other requirements in this Clause 10.4have been satisfied) if
    delivered by hand, at the time the notice is left at the address, or if sent by fax, at the time of transmission, or if sent
    by post on the second Business Day after posting, unless such deemed receipt would occur outside business hours (meaning 9.00
    am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of deemed receipt), in which case deemed
    receipt will occur when business next starts in the place of receipt (and all references to time are to local time in the
    place of receipt).


 


	10.5	Severance


 


If
any provision of this Agreement or part-provision of this Agreement is or becomes invalid, unenforceable or illegal, it shall
be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible,
the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision
under this clause shall not affect the validity and enforceability of the rest of this Agreement.


 




    	 



    	 



    


 


	10.6	Counterparts


 


	 	10.6.1	This
    Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original,
    but all the counterparts shall together constitute the one agreement.
	 	 	 
	 	10.6.2	No
    counterpart shall be effective until each party has executed at least one counterpart.


 


	10.7	Governing
    law and jurisdiction


 


	 	10.7.1	This
    Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
    disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
	 	 	 
	 	10.7.2	Each
    party irrevocably agrees that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that
    arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes
    or claims).


 




    	 



    	 



    


 


SCHEDULE
1


 


Assets



 


All
right, title and interest in the Seller’s intellectual property, including without limitation, the intellectual property
listed below:


 


Patents
- Cosmetic Composition for the Treatment of Skin and Methods Thereof 


 


	Title
    of Invention	 	Country	 	Status	 	Serial
    No.	 	National
    Phase Entry Date
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	Canada	 	Application	 	2,662,581	 	March
    5, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	United
    States	 	Granted
    June 2014	 	12/439,811	 	March
    3, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	Europe	 	Application	 	078005865	 	March
    16, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	Australia	 	Granted
    January 2014	 	2007295894	 	April
    2, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	New
    Zealand	 	Granted
    January 2013	 	575334	 	March
    5, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	China	 	Granted
    December 2013	 	100037	 	April
    9, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	Japan	 	Granted
    May 2015	 	2009/527658	 	March
    10, 2009
	 	 	 	 	 	 	 	 	 
	Cosmetic
    Composition for the Treatment of Skin and Methods Thereof	 	Hong
    Kong	 	Application	 	09110376.4	 	November
    6, 2009


 


New
Patent Application for Extending the Cosmetic Effects of Botox®* and Dermal Fillers 


 


	Title
    of Invention	 	Country	 	Status	 	Serial
    No.
	Methods
    and Compositions for Enhancing and Extending the Cosmetic Effects of Non-Surgical Interventions	 	United
    States	 	Application	 	61/974,559
	 	 	 	 	 	 	 
	Methods
    and Compositions for Enhancing and Extending the Cosmetic Effects of Non-Surgical Interventions	 	Patent
    Co-operation Treaty	 	Application
    	 	PCT/US15/23183


 




    	 



    	 



    


 


Trademarks


 


	Trademark
	 	Country	 	Registration
    No.	 	Classes	 	Status
	Visible
    Youth	 	United
    States	 	3139439	 	03	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
                                         Youth 
	 	Australia	 	768865	 	03,
    05	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
                                         Youth
	 	Canada	 	A393144	 	03,
    05	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
                                         Youth
	 	France	 	1590434	 	03,
    05	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
                                         Youth 
	 	Japan	 	2457750	 	03	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
                                         Youth 
	 	Switzerland	 	508958	 	03,
    05	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
    Youth	 	EU
    Community	 	002984367	 	03,
    05	 	Granted/Registered
	 	 	 	 	 	 	 	 	 
	Visible
    Youth 	 	EU
    Community	 	015447592	 	03,
    05	 	Application
	 	 	 	 	 	 	 	 	 
	VY
    Logo	 	EU
    Community	 	015454051	 	03,
    05	 	Application
	 	 	 	 	 	 	 	 	 
	Visible
    Youth	 	PR
    China	 	12407092/12407091	 	03,
    05	 	Application


 




    	 



    	 



    


 


SCHEDULE
2


 


Encumbrances


 


All
of the Seller’s assets are subject to security interests securing Seller’s obligations under following agreements:


 


	 	(i)	Loan
    Agreement with Mercuriali Ltd. and Samuel Asculai dated March 14, 2013 as amended September 20, 2013, March 3, 2014, September
    29, 2016, January 22, 2016 and March 21, 2016; 
	 	 	 
	 	(ii)	General
    Security Agreement with Sam Asculai dated October 11, 2011; and
	 	 	 
	 	(iii)	General
    Security Agreement with Mercuriali Limited dated March 4, 2013. 


 




    	 



    	 



    


 


THIS
DOCUMENT has been executed as a DEED and delivered on the date stated at the beginning of this Agreement.


 


	PRESENT
                                         when the COMMON SEAL of

        BIOSURFACE
        LIMITED

        was
        affixed hereto:
	 
	 	DIRECTOR
	 	 
	 	 
	 	DIRECTOR/SECRETARY
	 	 
	SIGNED
                                         and DELIVERED

        as
        a DEED by 

        ENHANCE
        SKIN PRODUCTS INC.:
	 
	 	DIRECTOR
	 	 
	in
    the presence of:	 
	 	 
	Witness
    signature:	 
	 	 
	Witness
    name:	 
	 	 
	Witness
    address:	 
	 	 
	Witness
    occupation: