Exhibit
10.1


 


UNITED
STATES DEPARTMENT OF JUSTICE


DRUG
ENFORCEMENT ADMINISTRATION





MEMORANDUM
OF AGREEMENT





 


I.
Background and Purpose



 


This
Memorandum of Agreement (MOA) is between the Department of Justice, Drug Enforcement Administration (DEA), and Bright Green Corporation
(Grower) who has applied for a DEA registration as a bulk manufacturer to supply to researchers of any (or all) of the following schedule
I controlled substances: Marihuana Extract (7350) and Marihuana (7360) at 1033 George Hanosh Boulevard, Grants, New Mexico 87020, under
DEA Document Control Number W20078135E.


 


The
Single Convention on Narcotic Drugs, 1961, (Single Convention), 18 U.S.T. 1407, requires the United States to purchase and take physical
possession of marihuana crops and to control importation, exportation, and wholesale trading. DEA codified regulations at 21 C.F.R. Part
1318 to ensure DEA carries out these obligations. See 85 FR 82333-01 (Final Rule, Controls To Enhance the Cultivation of Marihuana
for Research in the United States (2020)). These regulations also contain provisions and obligations for Grower, which extend beyond
the Controlled Substance Act’s (CSA) general requirements that registrants maintain records, make certain reports, and maintain
effective controls against diversion (e.g., security).


 


This
MOA’s purpose is to outline the means by which DEA and Grower agree to carry out these necessary and important functions.


 


II.
Authority


 


	 	(a)	Single
    Convention on Narcotic Drugs, 1961, 18 U.S.T. 1407.
	 	 
	 	(b)	The
    Controlled Substances Act, 21 U.S.C. § 801 et seq.
	 	 
	 	(c)	DEA
    Regulations, 21 C.F.R. Chapter II.
	 	 
	 	(d)	DEA
    Final Rule, Controls To Enhance the Cultivation of Marihuana for Research in the United States, 85 FR 82333-01 (2020).




 


III.
Definition of Terms Used in This MOA


 


The
definitions contained in the CSA at 21 U.S.C. § 802 and DEA regulations at 21 C.F.R. § 1318.02 are incorporated into this MOA.
In addition, for purposes of this MOA, the term “manicured plant material” means the dried leaves, flowering tops, and seeds
of marihuana that are deliverable to DEA within four months of harvest. (See 65 FR 69574-01). A DEA-registered researcher or manufacturer
who has a bona fide supply agreement to purchase manicured plant material from Grower is identified herein as the “Buyer.”


 


IV.
Obtaining Bona Fide Supply Agreements and Requests for Quota


 




Individual
Manufacturing Quotas (IMQ): On or before May 1 of the year preceding the year in which marihuana is to be grown, Grower will furnish
an individual manufacturing quota (IMQ) application utilizing DEA Form 189. Initial applications as well as any adjustments in an IMQ
may be filed electronically utilizing DEA’s Quota Management System at https://apps.deadiversion.usdoj.gov/webforms/app189Login.jsp.
For an IMQ to grow marihuana, Grower should express all quantities in terms of “manicured plant material.”


 






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Grower
also will include the following information with its request on an attachment to DEA Form 189:


 


	 	(a)	The
    number of plants that are necessary to be grown in order to yield the requested amount of manicured plant material;
	 	(b)	The
    expected moisture content of manicured plant material;
	 	(c)	The
    anticipated yield of manicured plant material per plant;
	 	(d)	Details
    about whether the marihuana will be grown from seeds and/or from cuttings;
	 	(e)	Descriptions
    of all locations where marihuana will be grown, including whether those locations are indoor or outdoor; and
	 	(f)	The
    anticipated length of the growing cycle.




 


If
Grower does not anticipate commercial production but requires authority to grow marihuana to maintain a particular genetic strain or
variety in anticipation of future plantings, then Grower shall submit an IMQ for that purpose. In these circumstances, all cuttings and
biomass will be recorded, collected, and disposed of in accordance with Section XI.B of this MOA.


 


Grower
will include in their IMQ application copies of documents that constitute the bona fide supply agreement(s) that justifies their quota
application request. The bona fide supply agreement must include the name, address, and DEA registration number of the Buyer, along with
the negotiated purchase price that the Buyer will pay along with the administrative fee to be paid to DEA. For purposes of calculating
Grower’s IMQ, DEA will only consider bona fide supply agreements from existing DEA registrants.


 


If
Grower enters into additional bona fide supply agreements after receiving its initial IMQ, Grower may apply for an adjustment to its
IMQ for that calendar year, as provided in 21 U.S.C. § 826(e) and 21 C.F.R. §§ 1303.25(a) and 1303.27. DEA will calculate
Grower’s IMQ in accordance with the requirements of 21 U.S.C. § 826 and 21 C.F.R. §§ 1303.25(b) and 1303.11. Grower
shall communicate in writing (email preferred) any change in Buyers during the quota year, regardless of impact on Grower’s IMQ,
to the Section Chief for the UN Reporting and Quota Section of DEA’s Diversion Control Division (UN Reporting and Quota Section).


 


If
Grower produces marihuana in excess of its IMQ, Grower immediately will notify DEA of this event in writing (email preferred) to the
Section Chief for the UN Reporting and Quota Section and the local DEA Office. These amounts shall be destroyed in accordance with Section
XI.B of this MOA.


 


Grower
may at any time abandon its right to manufacture all or any part of such quota by filing with the UN Reporting and Quota Section a written
notice (email preferred) of such abandonment in accordance with the provisions of 21 CF.R. § 1303.27. Grower will identify which
Buyer’s bona fide supply agreement resulted in the request to abandon any portion of its IMQ. If DEA has collected payment and
an administrative fee from the Buyer, DEA will return the negotiated rate payment back to the Buyer, but not the administrative fee paid
to DEA.


 


Individual
Procurement Quota (IPQ): On or before April 1 of the year preceding the year in which marihuana is to be grown, Grower will furnish
an individual procurement quota (IPQ) application utilizing DEA Form 250 identifying quantities of marihuana it intends to procure back
from DEA for the purpose of producing marihuana extracts, marihuana preparations, or isolated chemical constituents. DEA will consider
Grower’s IPQ requests in establishing its IMQ.


 






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V.
Pruning, Culling, and Sampling


 


Grower
may collect samples of marihuana and distribute them to DEA-registered analytical laboratories for chemical analysis during the pendency
of cultivation and prior to DEA’s taking possession of the marihuana grown. To limit the risk of diversion and keep the distribution
within the legitimate purposes permitted by the CSA, the quantity of samples collected and distributed must be small and fully consumed
during analytical testing. Grower will maintain records of the quantity sampled for testing purposes and the date of these transfers
to DEA-registered analytical laboratories utilizing DEA Form 222.


 


Grower
may prune plants or cull unwanted plants as it deems appropriate. All cuttings and biomass resulting from pruning and culling operations
will be recorded using DEA Form 41, collected, and disposed of in accordance with Section XI.B of this MOA.


 


The
amounts sampled and the amounts pruned will be excluded from Grower’s total crop that DEA is required to purchase and possess.
These quantities also will be excluded from Grower’s IMQ.


 


VI.
Harvest – Advance Notification, Harvest, Packaging, and Transfer of Ownership


 


Grower
will provide DEA with 15-day advance written notification, via email to the Chief of the Regulatory Section of DEA’s Diversion
Control Division (Regulatory Section), of its intent to harvest marihuana. Grower will provide the date/time in which harvesting will
begin. The quantity authorized to be harvested will not exceed Grower’s IMQ.


 


DEA
will only accept an appropriately packaged and labeled product. Grower will package and label the crop at Grower’s expense in accordance
with 21 C.F.R. Part 1302. Additionally, Grower will package the crop in containers consistent with the needs of Grower’s Buyers,
but each unit will not exceed 22.7 kilograms (50 pounds) in overall weight. The container will protect the product from contamination.
Additionally, packaging will not impart a toxic or deleterious substance into the product. Each package will bear a label containing
the following information:


 


	 	(a)	the
    common or usual name of the product;
	 	(b)	Grower’s
    name, DEA registration number, address, and phone number;
	 	(c)	Net
    quantity of contents (in grams or kilograms);
	 	(d)	Batch
    and/or lot number; and
	 	(e)	Percentage
    concentration of all marketed cannabinoids and terpenes.




 


Two
DEA personnel will arrive at Grower’s registered location to take physical possession of the crop. While DEA will make every effort
to arrive on the day of harvest, DEA will take possession within four months of the harvest. DEA will take ownership of the crop by executing
a DEA Form 222, expressing all quantities in kilograms. DEA will prepare DEA Form 222 and present it to an individual who is authorized
to obtain and execute a DEA Form 222 on behalf of Grower. Grower will retain the original DEA Form 222 (as the supplier); DEA will retain
a copy of the executed DEA Form 222 (as the purchaser). Execution of DEA Form 222 constitutes the transfer of ownership from Grower to
DEA.


 




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If
Grower has grown marihuana for its own research and product development efforts, which may include the bulk manufacturing of marihuana
extracts and highly purified cannabinoids and derivatives, and has obtained a procurement quota from DEA for that purpose, following
execution of DEA Form 222 transferring ownership to DEA, Grower will execute a DEA Form 222. In this case, DEA will be the supplier,
and Grower will be the purchaser. DEA will retain the original DEA Form 222 (as the supplier); Grower will retain a copy of the executed
DEA Form 222 (as the purchaser).


 


If
a Buyer(s) has not paid the negotiated purchase price and administrative fee to DEA at the time in which DEA and Grower are prepared
to transfer ownership, then DEA will not accept title to that corresponding quantity of marihuana. If payment from the Buyer has not
been received within four months of harvest, and if Grower fails to provide a substitute bona fide supply agreement from a new Buyer,
DEA will direct Grower to destroy that corresponding quantity of marihuana.


 


VII.
Storage of Marihuana on Behalf of DEA and Sampling for Analytical Testing


 


Grower
will identify a secure location in the Grower’s approved schedule I vault or safe where Grower will store marihuana owned by DEA
on behalf of DEA. This schedule I vault or safe will be in a location where Grower has a DEA registration permitting Grower to store
marihuana. DEA will have the right to access any schedule I vault or safe where any marihuana that it owns is stored by the Grower. Grower
must demonstrate to DEA’s satisfaction its ability to prevent the commingling of marihuana stocks maintained on behalf of DEA with
stocks of marihuana that DEA subsequently distributed back to Grower pursuant to a DEA-issued procurement quota. Grower will employ safeguards
to prevent diversion of marihuana owned by DEA.


 


DEA’s
Regulatory Section may authorize Grower in writing (to include email) to retrieve samples of marihuana in DEA’s possession for
the purpose of conducting chemical analysis.


 


VIII.
Distributions of Marihuana from DEA’s Stocks


 


DEA’s
Regulatory Section will authorize Grower in writing (to include email) to make distributions from DEA’s stocks of marihuana to
those Buyers who entered into bona fide supply agreements with Grower once DEA has confirmed that the Buyer has made payment to DEA for
both the negotiated rate and the administrative fee. DEA will identify that particular batch or lot number, and the quantity, of the
marihuana that will be removed.


 


Two
of Grower’s employees who have undergone criminal background checks as a condition of their employment will enter the secure storage
area and remove the amount identified by DEA. Grower will record the amount removed and provide confirmation to DEA in writing (email
preferred) to DEA’s Regulatory Section. Grower shall bear the cost of shipping marihuana to the Buyer.


 


IX.
Distributions of Marihuana, Marihuana Extracts, and Marihuana Resin from Grower’s Existing Stocks


 


Grower
will provide DEA with 15-day advance written notification (via email) of its intent to distribute marihuana, marihuana extracts (which
do not meet the definition of a marihuana preparations), or marihuana resins from its existing inventory. Grower will provide this written
email notification on company letterhead and include the name of the Buyer(s), their DEA registration number, and the quantity to be
distributed.


 




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DEA’s
Regulatory Section will provide a written authorization or objection to Grower’s proposed distribution. Any DEA objection will
be based on its conclusion that a proposed distribution is likely to be diverted or otherwise be in conflict with the CSA, or on the
basis that a researcher, who is the intended recipient of the marihuana, has been issued an Immediate Suspension Order (ISO) or a final
order revoking their DEA registration. In the event of written objection from DEA to the proposed distribution, Grower agrees not to
make the proposed distribution.


 


This
15-day advance notification process does not apply to distributions of marihuana preparations (including marihuana extracts that contain
alcohol or other non-cannabis-derived solvents) in Grower’s possession.


 


X.
Invoicing and Payment for Harvested Marihuana Transferred to DEA


 


When
Grower provides its 15-day advance notification of its intent to harvest marihuana (see Section VI above), it will invoice DEA for the
harvested marihuana it intends to sell to DEA. The invoice will state the quantity and negotiated price for each Buyer and the DEA Registration
number of the Buyer with which Grower has a bona fide supply agreement. The quantity of marihuana on the invoice will not exceed Grower’s
IMQ. The Grower will send the invoice to the Registration and Program Support Section of DEA’s Diversion Control Division (Registration
and Program Support Section).


 


DEA
will pay Grower within 30 days of taking ownership of the crop. DEA and Grower will arrange for payment via Electronic Fund Transfer.


 


XI.
Other General Terms


 


	 	A.	Security:
  Grower will ensure compliance with the security requirements set forth in 21 C.F.R. §§ 1301.71, 1301.72, 1301.73, and 1301.74.
	 	 	 
	 	B.	Destruction
  of Controlled Substances: Grower will dispose of controlled substances in accordance with 21 C.F.R. § 1317.05(a)(4)(ii)(C)
  or 21 C.F.R. § 1317.05(b) and in compliance with applicable federal and state environmental laws. If Grower has an appropriate
  secure space on its premises, and if permissible under state and local law, Grower may also set fire to marihuana plants and plant
  parts piled in the secured field (burning) or may create a trench deep enough to cover marihuana plants and plant parts with 12 inches
  of soil (deep burial). These additional disposal methods may only occur in the presence of an agent of the DEA or other authorized
  DEA personnel.
	 	 	 
	 	C.	Reporting
  and Recordkeeping: Grower will establish and maintain controls consistent with the inventory, recordkeeping, and reporting requirements
  found under the CSA and DEA’s implementing regulations. Grower will maintain inventories, records, and/or any other reports,
  as specified under 21 U.S.C. § 827 and 21 C.F.R. § 1304, for a period of at least two years. These records will be readily
  retrievable (as defined in 21 C.F.R. § 1300.01) upon request for inspection by DEA. Grower agrees to cooperate and permit DEA
  to inspect and copy such inventories, records, and reports requested without the need of an Administrative Inspection Warrant and to
  make employees available for interviews by DEA.
	 	 	 
	 	 	Within
  30 days after the harvest, Grower will report the total amount of material manufactured, expressed as manicured plant material to the
  Section Chief for the UN Reporting and Quota Section. DEA may require additional quarterly or annual reports to fulfill quota obligations
  and/or reporting obligations to the United Nations International Narcotics Control Board.



 






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	 	 	By
  January 31, Grower will submit inventory, acquisition, and disposition data to DEA for the preceding calendar year utilizing DEA’s
  Year End Reports Online system at https://apps.deadiversion.usdoj.gov/webforms/app189Login.jsp. This system is also the supporting
  platform for the Quota Management System through which Grower will submit new and revised quota applications for marihuana, marihuana
  extract, and THC.
	 	 	 
	 	D.	Inventory
  Records: Each inventory will be a physical count of all controlled substances on hand on the date the inventory is taken,
  and Grower will maintain the inventory in written, typewritten, or printed form at the registered location. Each inventory will include
  all information listed in 21 C.F.R. § 1304.11.
	 	 	 
	 	E.	Automation
  of Reports and Consolidated Orders System (ARCOS): Grower will adhere to the reporting requirement of 21 U.S.C. § 827(d)(1)
  and 21 C.F.R. § 1304.33, any newly implemented ARCOS requirements, and the requirements of 21 C.F.R. Part 1305.
	 	 	 
	 	F.	Theft
  and Loss Reporting: Grower will notify the Local Diversion Field Office and DEA’s Regulatory Section, in writing (email preferred),
  of any theft or loss of marihuana, including a theft or loss of marihuana owned by DEA, within 24 hours of discovery of the theft or
  loss. Grower also will report all in-transit losses of marihuana by their agent, or the common or contract carrier selected for distribution
  activities, within one business day of discovery of such theft or loss. Grower also will complete and submit to the Local Diversion
  Field Office in his or her area a DEA Form 106 regarding the theft or loss.




 


XII.
Correspondence with DEA Headquarters Personnel


 


Direct
written communications to DEA’s headquarters elements who are referred to in this MOA should be directed to the email (preferred)
and postal addresses below:


 


	DEA

    Headquarters
    Element
	 	Email
    Address	 	Postal
    Address
	Regulatory

        Section
	 	DRG@usdoj.gov	 	Drug
    Enforcement Administration

    Regulatory
    Section/DRG

    Attention:
    Marihuana Growers Program

    8701
    Morrissette Drive

    Springfield,
    VA 22152

	 	 	 	 	 
	Registration

        and
        Program

        Support
        Section
	 	DRRO@usdoj.gov	 	Drug
    Enforcement Administration

    Registration
    Section/DRRO

    Attention:
    Marihuana Growers Program

    P.O.
    Box 2639

    Springfield,
    VA 22152-2639

	 	 	 	 	 
	UN
                                            Reporting

                           and
                           Quota

                           Section
	 	DEAQuotas@usdoj.gov	 	Drug
    Enforcement Administration

    UN
    Reporting and Quota Section/DRQ

    Attention:
    Marihuana Growers Program

    8701
    Morrissette Drive

    Springfield,
    VA 22152



 






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XIII.
Non-Liability of Drug Enforcement Administration


 


The
United States assumes no liability with respect to the performance of any contractual terms agreed to by Grower and a Buyer of bulk marihuana,
including but not limited to the quantity or quality of any marihuana delivered to a Buyer. If a Buyer deems the delivered marihuana
to be defective, the Buyer’s sole remedy for damages will be against Grower and not the United States.


 


XIV.
Duration, Amendment, and Effect


 


	 	A.	Execution:
  This MOA may be executed in counterparts, each of which constitutes an original, and all of which constitute one and the same agreement.
  Copies or facsimiles of signatures will constitute acceptable, binding signatures for purposes of this MOA. This MOA is effective and
  becomes binding upon the date of the last signature below. Each person who signs this MOA in a representative capacity warrants that
  he or she is fully authorized to do so. The government signatories represent that they are signing this MOA in their official capacities.
	 	 	 
	 	B.	Automatic
  Renewal: Unless terminated for cause by DEA, this MOA is effective for a one-year initial term from its effective date, subject
  to automatic renewal for up to four additional one- year terms.




 


	 	1.	If,
  at the time the initial term or a renewal is set to expire, the Grower has submitted a renewal application that is still being processed
  by the DEA at the end of a one-year term and is allowed to continue to operate on a day-by-day basis until the registration is renewed
  in accordance with 21 C.F.R. § 1301.36(i), the term set to expire will be automatically extended until the registration is renewed.
	 	 	 
	 	2.	This
  MOA will automatically renew for an additional one year term upon DEA’s approval of Grower’s application for renewal of
  its registration as a bulk manufacturer of marihuana, marihuana extract, and THC unless, on or before 60 days before the expiration
  of the current term, either party provides written email notice of its intention not to renew.
	 	 	 
	 	3.	This
  MOA will terminate at the end of the fourth renewal term or the end of a one-year term that is not renewed.




 






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	 	C.	Termination
  for Cause: DEA may unilaterally terminate this MOA at any time for cause without prior notice by issuing an ISO pursuant to 21
  U.S.C. § 824(d) against Grower’s registration as governed under this MOA, or by issuing an Order to Show Cause as to which
  a final decision is reached by DEA to suspend or revoke Grower’s registration as governed under this MOA.
	 	 	 
	 	D.	Severability:
  In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable
  in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this MOA, but this MOA shall
  be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
	 	 	 
	 	E.	Modification:
  This MOA constitutes the full and complete agreement between the Parties. No other promises or agreements will be binding unless placed
  in writing and signed by both Parties. All material representations, understandings, and promises of the Parties are contained in this
  MOA, and each of the Parties expressly agrees and acknowledges that, other than those statements expressly set forth in this MOA, it
  is not relying on any statement, whether oral or written, of any person or entity with respect to its entry into this MOA or to the
  consummation of the transactions contemplated by this MOA. This MOA may be revised at any time with, and only with, the mutual written
  consent of the Parties. Modifications to the MOA will become effective on the date of the last signature of the authorized representatives
  of each Party.




 


XIV.
Additional Terms and Conditions


 


	 	A.	Compliance
  with State and Local Laws: Any bulk manufacturing, growing, cultivation, harvesting, disposal, or distribution of marihuana must
  be lawful in the state and locality where such action takes place. Such action also must be in compliance with any and all applicable
  state and local laws, statutes, and regulations, and otherwise permitted by all applicable state and local regulatory and law enforcement
  agencies. Failure to be in such compliance can constitute grounds for administrative action.
	 	 	 
	 	 	Grower
  shall immediately notify DEA of any change in their authorization from the state or the U.S. Food and Drug Administration to engage
  in the manufacture of marihuana, and any violations of other federal, state, and/or local laws related to controlled substances. Failure
  to immediately notify DEA of any such event can constitute grounds for administrative action.
	 	 	 
	 	B.	Freedom
  of Information Act: In the event of potential Freedom of Information Act requests, Grower and DEA consent that each may disclose
  this MOA, and information about said MOA, to the public.
	 	 	 
	 	C.	Good
  Faith: The terms and provisions of this MOA shall be executed in good faith.
	 	 	 
	 	D.	Venue
  & Jurisdiction: The Parties agree that the jurisdiction and venue for any dispute arising between and among the Parties to
  this MOA shall be in any federal court of competent jurisdiction. This provision, however, shall not be construed as a waiver of the
  jurisdictional provisions of the Controlled Substances Act, as amended.
	 	 	 
	 	E.	Costs:
  Each Party to this MOA shall bear his or its own legal and other costs incurred in connection with this matter, including in the preparation
  and performance of this MOA.




 






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	FOR
  GROWER:	 	 	 	 
	 	 	 	 	 
	 	 	Date:	 	 
	 	 	 	 	 
	Terry
  Rafih	 	 	 	 
	Chairman,
  Bright Green Corporation	 	 	 	 
	 	 	 	 	 
	 	 	Date:	 	 
	 	 	 	 	 
	Edward
  A. Robinson	 	 	 	 
	CEO,
  Bright Green Corporation	 	 	 	 
	 	 	 	 	 
	 	 	Date:	 	 
	 	 	 	 	 
	Eric
  Berlin	 	 	 	 
	Denton’s	 	 	 	 
	Co-Head
  Cannabis Group, Partner	 	 	 	 
	 	 	 	 	 
	FOR
  DRUG ENFORCEMENT ADMINISTRATION:	 	 	 	 
	 	 	 	 	 
	 	 	Date:	 	 
	 	 	 	 	 
	Kyle
  W. Williamson, Special Agent in Charge	 	 	 	 
	DEA
  El Paso Division	 	 	 	 
	 	 	 	 	 
	 	 	Date:	 	 
	 	 	 	 	 
	Heather
  A McMurry, Diversion Program Manager	 	 	 	 
	DEA
  El Paso Division	 	 	 	 



 






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