Purchase Agreement between Singlepoint Inc., Elite Foundation Inc. and Easy Street Services Company dated June 18, 2019. (**Portions of this Agreement have been redacted as would likely cause competitive harm**)

EXHIBIT 10.1

Purchase Agreement | Sale of Hemp Flower

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This Sale and Purchase Agreement is entered into on June 18, 2019 (hereinafter the “Effective Date”) by and between Elite Foundation Inc. (hereinafter the “Buyer”) having its registered office at {**REDACTED**}and Easy Street Services Company with Singlepoint Inc acting as Co. Suppliers (hereinafter the “Supplier”) (hereinafter collectively the “Parties” or individually, a “Party.) The Supplier supplies grown and harvested agricultural biomass for use in extraction processes. The Buyer desires to purchase such agricultural biomass and/or industrial hemp flower pursuant to the terms and conditions provided herein.

Definitions

“Agreement” means this Sale and Purchase Agreement and any Purchase Order submitted hereunder.

“Cannabinoids” means any of a class of chemical compounds found in plants of the genus Cannabis, and includes terpenoids and flavonoids.

“Product” means any product offered by Supplier, which may include extracts from biomass containing Cannabinoids.

“Hemp Flower” means a plant of the genus Cannabis and any part of the plant, whether growing or not, containing less than .3% Δdelta-9 tetrahydrocannabinol concentration and deemed federally compliant.

“Lot” means a sale of Product by Supplier to Buyer in a given month, as specified in a Purchase Order.

“Process” means the method, course, and actions of the transaction including the functional, legal, and administrative proceedings that all parties commit to.

“Escrow” means funds of the buyer and materials of the supplier held under the complete set of instructions and conditions of an escrow agreement by an authorized Escrow agent who is a licensed attorney in the state in which one of the parties is domiciled.

PURCHASE COMMITMENT; TITLE TO PRODUCTS; ASSUMPTION OF RISK

Supplier will sell and Buyer will purchase 285,000 (two hundred eighty five thousand) lbs of Consumable Hemp Flower to be comprised of:

I. Comprised of a reasonable number of genetic varieties (Re: Strain Table Below - p.3)

II. Machine trimmed or better

III. Organic practices

IV. Pleasant aesthetic appearance and olfactory perception (‘A’ buds)

V. CBD content ≥12% on a dry weight basis

All to be within acceptable limits of designated thresholds relating to pesticides, chemicals, potency, and solvents from Supplier under this Purchase Agreement. The initial 45,000 lbs will be broken down into three divisions consisting of 10,000 lbs (month one - June 2019) to be purchased at {**REDACTED**} per pound followed by 15,000 lbs (month two - July 2019) to be purchased at {**REDACTED**} per pound and finally 20,000 lbs (month three - August 2019) to be purchased at {**REDACTED**}per pound for final unit based pricing reference the table below (‘Schedule A’). Both Buyer and Supplier agree and understand the unit sales price for the subsequent 240,000 lbs will be {**REDACTED**}. (hereinafter referred to as "Standard Contract Price") for the remainder of the term of the agreement for a total purchase price of {**REDACTED**} USD. Buyer may place monthly Purchase Orders in excess of the Initial Order. Title of the products will pass to Buyer at the time the Supplier receives payment in full and/or Buyer takes possession of the Product.

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Purchase Agreement | Sale of Hemp Flower

Buyer bears all risk of damage or loss to the Product after taking possession. Buyer represents and warrants that it holds any and all required applicable licenses or permits required to purchase, possess, or ship the Product. The laws governing the Products differ among the various States, as a result, it may be illegal to take or transfer the Products across state or international borders. Buyer represents that it is aware of the laws applicable to it governing the possession, use, transport, or sale of the Products and assumes all risk for shipping to any location.

Payment and Delivery. The prices and terms stated on the Purchase Order and stated herein apply to all Products . hereunder. All will be made by wire transfer into the designated payment account. Supplier agrees to store for a reasonable time any product purchased by Buyer until Buyer can take delivery of Product. All Product is FOB (Free On Board) from Supplier’s location during the initial three month engagement. However, Supplier at its absolute and sole discretion, may agree to transport delivery of product to Buyer if possible at an additional fee. Buyer acknowledges that it accepts all liability of the Product arranged under its own transportation services and hired transportation companies and services. For the subsequent 12 months, all product is FOB (Free On Board) to Buyer’s location as referenced below.

SCHEDULE A: {**REDACTED**}

Inspection Period: Unless otherwise agreed upon in writing by each of the parties, Buyer shall have a 3-day inspection period commencing upon delivery to inspect the Seller’s product both internally for qualitative analysis (aesthetics/olfactory) and externally through an agreed upon independent testing lab for quantitative analysis (concentrations/compliance). Buyer must reject any non-conforming quantity of the order amount within a 3-day period. Any rejection must be made within that time frame. If no submission of rejection has been made during said time, the product is deemed to have been possessed and accepted by the Buyer.

For the initial transaction only [with regards to Buyer’s opportunity for Due Diligence afforded by Seller as described in the phone conversation which took place 6 June 2019 between all named Parties to this agreement], refusal of acceptance of the Product communicated in-person by the Buyer during the tour and inspection of Seller’s facilities prior to any fulfillment whatsoever shall render this agreement null and void.

PRODUCT ACCEPTANCE AND EXPRESS LIMITED WARRANTY

Disputes: In the event of a dispute over quantitative conformity of the product to specifications, the dispute will be settled by submission of samples to a lab previously unaffiliated with the transaction, except in the case of qualitative disconformity, which shall be determined at the Buyer’s reasonable and sole discretion. A certified, independent lab, agreed upon by all parties, will conduct both sampling and testing for said quantitative analysis.

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Purchase Agreement | Sale of Hemp Flower

Upon review, should product fail to meet the contract requirements, Seller will remedy failure through any and/or all the following methods:

Both Buyer and Supplier recognize that the Buyer benefits from a well diversified menu of available genetics as hemp profiles varray and both Parties are committed to working collectively to put the Buyer in the best possible position to benefit from a complex offering. (Some of those Genetic Profiles can be found below in the illustrative table)

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Purchase Agreement | Sale of Hemp Flower

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized representatives as of the Effective Date.

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