Refined Energy Corp. — M&A Activity 2020

Feb 29, 2020

SHARE EXCHANGE AGREEi~iENT

This SHARF. EXCHANGF, AGRFEh1F.NT (this "A~reement"), dated as of March 30, 2019, is entered into by and between GSRX Industries Inc., a Nevada corporation (the "Com~nv"), and Chemesis International Inc., a British Columbian Corporation ("CSr'). Each of the parties to this Agreement is individually retened to herein as a "Party" and collectively as the "Parties.'

WHEREAS, the Company has agreed to issue an aggregate of ] 1,666,' 8 restricted shares of its common stve:k, par value \$0.001 per share, (the "GSRX Sh:ues") to CSI, in exchange (lhe 'Exchance') for 7,291,874 restricted shares of common stock of CSI (the "CSI Shares") to be issued to GSRX. The~GSRX Shares" and CSI Shazes are collectively refereed to as the 'Exchange Securities."

WHEREAS, the respective Board of Directors v#' the Company and CSI have determined that it is desirable to effectuate the Exchange.

NO~'V TIiEItEFORE, for gcx~d and valuable consideration the receipt and sufficiency is hereby acknowledged, the Parties hereto intending to he legally bound hereby agree as follows:

ARTICLE l

The Exchange

SECTION lAl. Exchange. At the Closing (as defined in Section 1.02 below), the Cumpany shall sell, vansfer, convey, assign and deliver to CSI the GSRk Shares free and clear of all Lien, and the Company shall, simultaneuusly therewith, deliver to CSI ~ certificate representing the GSRX Shares. Additionally at the Closing. CSI shall sell, transfer, convey, assign and deliver to GSRX the CSI Shares free and clear of all Liens, and CSI shall, simultaneously therewith, deliver to GSRX a certificate representing the CSI Shares. The Parties shall have the right to reyuest that the respective GSRX Shares and CSI shares be issued in bool: entry form.

SECTION l.O2. In in The closing (the " !sin ") of the tra~~sactions contemplated by this Agreement (the "Transactions") shall tale place on the Effective Date (as defined below) at such locarion to be deternuned by the Company and CSI, commencing upon the satisfaction or waiver of all conditions and obligations of the Parties to consummate the Transactions contemplated hereby, as more fully set forth in Article V herein (other than conditions and obligations with respect to the actions that the respective Parties will take at Closing] or such other date and time as the Parties may mutually ~eterrnine (the "Closing Date"). For purposes hereof, the effective date of the Closing (the "Eff'ective Date") shall be at the time of satisfaction, in full, of the conditions set forth in Article V herein.

SECTION 1.03. Mutual Leak Out. Beginning six (6) months after the Effective Date, the Company shall be able to sell up to 1,215,313 of the CSI Shares and C5l shall be able to sell 1,944,5(X) of the GSRX Shares every six (6) months, subject to compliance with any applicable securities laws and stock exchange rules.

AKTICLE II

Representations and 1'~`arranries of the Company

The Company hereh} represents and warrants to CSI as follow~ti:

SECTION 2.U1. Organization. Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of Nevada and has the corporate }x~wer and authorit}~ and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets :uid to conduct its businesses as presently conducted, other than such franchises, licenses, permits, autharications and appro<<~tls the lack of~ which. individually or in the aggregate, has not had and v~~ould not reasonably be expected to have a material adverse effect on the Company, ~ material adverse effect on the ability of the Comp~y to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions (a "Company Material Adverse Effect"). 7'he Company ~s duly qualified to do business in each .jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary, except where the failare to so qualify would not reasonably be expected to have a Company It4aterial Adverse ~tfect. The Company has delivered to CSl true and complete copies of the organi~~tion cioc:uments of the Company in effect as of the date of this Agreement (the "company Charter Documents").

SECTION 2A2. Capital Structure. The authorized share capital of the Company consists of 100,000,IX10 shares of common stock with 46,961,134 shares issued and outstanding immediately prior to the execurion of this Agreement, and 1,000 shares of prefened stock authorized, with l,0O0 shares currently issued and outstanding immediatzly prior to the execution of this Agreement. All outstanding shares of the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued iu violation of any purchase option, call option, right of first refusal, preemptive right, subscriprion right or any similar right under any provision of the applicable corporate laws of its state of incorporation. the Company Charter Documents or any Contract (as defined in Section 2.10) to which the Company is a party or otherwise bound. Other than as publicly disclosed, there are nn bonds. debentures, notes or other indebtedness of the Compan~~ having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on an}~ cn~tters on which holders of Interests may vote (`'V Company Debt"). The amount of outstanding options and warrants issued by [he Canpany is as set forth in the Company's public disclosure record.

SECTION 2.03. Authority: Execution and Deli~~erv: Enforceabilit~~. The Company has all reyuisite corporate power and authority to execute and deliver this Agreement and to ron~ummate the Transacrions. T'he execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized and approved by the Board of Directors of the Company and uo other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the TransacUc~ns. ~'Vhen executed and delivered, this Agreement will be enforceable against the Company in accordance with its terms, subject to bankruptcy. insolvency and similar laws of general applicability as to which the Company is subject.

SECTION 2.04. No Conflicts; Consents.

(a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or det~ault (with or without notice or lapse of time, or tx~th) under, or give rise to a right of termination, cancellation or acceleration of an~~ obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Da;uments, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract') to which the Cumpan~ is a pazty or by which any ~f their respective properties cx assets is bound or {iii) any material judgment, order or decree ("Judgment') or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually

or in the aggregate, have not had and would not reasonably be expected to have a Compan}• Material Adverse E[fect.

(b) No Consent of, ar registration, declaration or filing with, or per►nit from, any Governmental Entity is required to be obtaineei or made by or with respect to the Company in connection with the execution, deli~~ery and perforrnance of this Agreement or the consununation of the Transactions, other than the (A) filing with the Securities and Exchange Commission of reports under Sections 13 and 16 of the Exchange Act, and FB) tilings under state "blue slti" laws, as each may be required in connection with this Agreement and the Transactions

SECTION 2.(15. Tapes.

(a} Other than as set forth in Schedule 2.D5, the Company has timely filed, or has caused to be timely filed nn its behalf, all Tax Returns required to be filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not hac] and ~{~vuld not reasonably be expected to have a Company ~•7ateria] Adverse Effect. All Taxes shown to be due nn such Tax Returns, or otherv~~ise owed. have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has nit had and would not reasonably be expected to have a Company Material Ad~~erse ECfect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for an~~ such claim.

(b) There ire no Liens for Taxes (other than for current Taxes not yet due and payable) on the assets of the Company. The Company is not bound by any agreement with respect to Taxes.

(c) Il' applicable, the Company his established an adequate reserve ref]ected on its financial statements for all Taxes pa}able by the Company (in addition to any reserve for deferred Taxes to reflect timing differences between hook and Tax items) tar all Taxable periods and portions the~~e~f through the date of such financial statements_ No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and ~v~uld not reasonably be expected to ha~~e a Company Material Adverse Effect.

td) For purposes of this A~eement:

"faxes" includes all forms ~f'taxation, w~hene~er created car imposed, and wfiether of the United States or elsewhere, and ~~hether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes. including all interest, penalties and additions imposed with respect to such amounts.

"Tax Return" means all federal, stale, local, provincial and foreign Tar returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

SECTION 2.06. ERISA Com~]iance: Excess Parachute Payments. The Company does not, and since its inception never has, maintained, or contributed to any "employee pension benefit plans" (as defined in Section 3(2) of ERISA}, "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) or any other Company Benefit Plan Yor the benefit of any current or former employees. consultants, officers or directors of the Company.

SECTION ?.07. Litigation. There is no acuon, suit, inquiry, notice of violation, prcxeeciing (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority whether fecier~il, state, county, la;al or foreign ("Anion") which (i) adversely aCCects or challenges the Iegality, ~~alidiry or enforceability of xny of this Agreement or (ii) could, if Cherie were an unfavorable decision, individually or in the aggregate, have or reasonably be expertc~ to result in ~ Company Material Adrerse Etfec:t. Iv'either the Company nor any officer thereof (in his or her capacity as such), is or has Veen the subject of any Action involving a claim or violation of or liability under federal or state securities lar~~s or a claim of breach of tlduciary duty.

SECTION 2.08. Compliance with Applic~►ble Laws. The Company is in compliance with all applicable Laws exe;ept for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Company 1~luterial Adverse ECfec;t. The Company has not rec:ei~•ed ~uiy written communication during the past two years from a Governmental Entity that alleges that the Company is not in compliance in an}~ material respect with any applicable Law, The Company is in compliance with all effective requirements of the 5arbanes-Uxle}~ Aci of 2(~2, as amended. and the rules and regulatiuns thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a Company Material Adverse Effect. This Section 2.08 does not relate to matters with respect to Taxes, which are the subject of Section 2.05.

SECTION 2.09. Brokers: Schedule of Fees and Expenses. ~10 broker. investment banker, financial advisor or other person is entitled to any broker's, tinder's, financial advisor's or other similar tee or commission in connection with the Transactions based upon arrangements made by or on hehalf of the Company.

SECTION 2.10. Contracts. Other than as set forth in Schedule 2.10, there are no Contracts that are material to the business, properties, assets, condirion (financial or otherwise), results of operations or prospects of the Company taken as a whole. The Company is not in violation of or in default under (nor does there exist any condition which upon the passage of tine ar the giving of notice would cause such a violation of or default under) any Contract to v~~hich it is a party or by which it or any ot~ its properties or assets is bound except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

SECTION 2.11. Title to Properties. E~:cept as set forth in Schedule 2.1 1, the Company has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which the Company has leasehold interests, are free and clear of all Liens other than those Liens that, in the aggregate, do not and will not materially interfere with the ability of the Company to conduct business as currently conducted.

SECTION 2.12, Additional Representations and Warranties. The Company makes the additional representations and warranties as set forth Below:

(a) no securities commission, securities regulatory authority, the OTCQB ar any other similar regulatory body has issued any order preventing or suspending trading of any securities of the Company, nn such proceeding is, to the kiyowledge of the Company, pending, contemplated or threatened, and the Company is not in default of any material requirement of Applicable l;nited States Securities Laws (as defined below);

(h) the issued and outstanding Common Shares in the capital of the Company are listed and posted for trading on the OTCQB and the GSRX Shares issuahle hereunder will he listed and pasted for trading on the OTCQB upon the Company complying with the usual conditions imposed by the OTCQB with respect thereto and the Company is in material compliance with the b}-lati~,, rules ~incl regulations of the OTCQB;

(c) at Cloning, the GSKX Shares shall be validly issued as fully paid and nonassessable shares of the Company. The GSRX Shares will be issued to the Company un a basis that i. exempt from the prospectus requirements under Applicable United States Set:urities Law,:

(d) the definitive form of share certificate evidencing the GSRX Shares has been and will be at the Closing, duly authorized, approved and adopted by the Company and comply with ali legal requirements relating thereto:

(e) The Company is issuing the GSRX Shares in reliance on one or more exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the "Securities AcP'), including Section 4(a)(2 j of the Securities Act, Regulation D promulgated under the Secuiiues Act and/or in reliance on Regulation S promulgated under the Secw~ities Act

'~A~plicable United States Securities Laws" means all applicable securities ~►nd corporate laws, rules, regulations, instruments, notices, blanket orders, decision documents, statements, circulars, procedurCS and policies applicable to the Company.

SECTION 2.13. Labor Matters. There are no collective bazgaining or other labor union agreements to which the Company is a party or by which it is bound. No n~►aterial labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company.

SECTION 2.14. In~~est►nent Company. The Company is not, and is not an affiliate of', and immediately following the Closing will not have become, an "im~estment company 'within the meaning of the Investment Company Act of 1940, as amended.

SECTION 2.15. Disclosure. The Company coniums that neither it nor any person acting on its hehalf has provided CS1 or its respective agents or counsel with any information that the Company believes constitutes material, non-public informarion, except insot'ar as the existence and terms of the proposed transactions hereunder may consliwte such information and except for information that will be disclosed by the Company under a current report nn Form S-K filed no later than four (4) business days after the Closing. The Company understands and confirms that CSI will rely nn the foregoing representations and covenants in effecting transactions in the Exchanged Securities. All disclosure provided to CSI regarding the Company, its business and the Transactions, furnished by or nn behalf of the Company (including the Company's representations and warranties set forth in this Agreement] are true and correct and do not contain any unwe statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

SECTION 2.16. Reserved

SECTION 2.17. Foreign Com~pt Practices. Neither the Company, nor, to the Company's knowledge, any officer, agent, employee or other person acting on behalf of the Company has, in the course of its actions for, or on behelf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses rotating to political activity; (ii) nk~de any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv j made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

SECT10N2.1\$. Transactions With Affiliates and Employees. None of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any subsidiary (other than for services as employees, officers and directors), including any rontr~ct, agreement or other ~urangement providing for the furnishing of services to or by, providing Cor rental of real ur personal property to or from, or otherwise requiring payments to or from any ofticer, director or such employee or. to the knowledge of the Company, any entity in which any officer, director, c►r any such employee has a substantial interest or is an officer, director, trustee or partner.

SECTION 2.19. ~A nlication of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition. business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's ctwrter dcx:uments or the laws ~f its swte of incorporation that is or could become applicable to the Company as a result of the Company fulfilling its obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the GSRX Shares to CSI.

SECTION 2.20. Listingand Maintenance Requirements. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued trading of its shares of conm~on stock on the trading market on which such shares are currently listed or quoted. The issuance and tints ~f the GSRX Shares under this Agreement does not contravene the rules and regulations of the trading market on which the Company s securities are currently listed or quoted, and all appro~~als of the stockholders of the Company, as required for the Company to issue and deliver to CSI the GSRX Shares contemplated by this Agreement, have been obtained.

SECTTON 2.21. Good Title. T1ie Company has the right and authority to sell and deli~~er the GSRX Shares as provided herein. CSI will receive good title to such GSRX Shares, free and clear of all liens, security interests, pledges, equities and clairn~ of any kind, voting trusts and other encumbrances (collectively, "Liens").

SECTION 2.22. Po~~er and Authority. All acts required to be taken by the Company in order to enter into this Agreement ~u►d to carry out the Transactions as contemplated herein have been properly taken. This Agreement c.~nstiwtes a legal, valid and binding obligation of the Company, enforceable against it in accordance with the terms hereof.

SECTION 2.23. No Finder's Fee. The Company has not created any obligation for tiny finder"s, investment banker's or broker's fee in connection with the Transactions.

SECTION 2.24. Purchase Entirely for Own Account. The CSI Shares proposed to be acquired by the Comp:uiy hereunder will be ~cyuired for investment purposes, for the Company-s account, and not with a view to the resale or distribution of any part thereof, and the Company has no p►~esent intention of selling or otherwise distributing the CSI Shares which it will receive pursua~u to this Agreement, except in compliance with applicable securities laws.

SECTION 2.25. Available Information. The Company has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in the CSI Shares.

SECTION 2.26. Non-Registration. The Company understands that the CSI Shares have not been registered under the Securities Act of 1933, a5 amended (the "Securities Act") and, if issued in accordance w7th the provisions of this Agreement, will he issued by reason of a specific exemption from

the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Parties' representations as expressed herein.

SECTION 2.27. Reserved.

Accredited Investor. The Company is an "accredited investor" within the SECTION 2.28. meaning of Rule 501 under the Securities Act and the Company was not organized for the specific purpose of acquiring the CSI Shares.

Acknowledgment. The Company acknowledges that it has read the SECTION 2.29. representations and warranties of CSI set forth in Article III herein and such representations and warranties are, to the best of the Company's knowledge, true and correct as of the date hereof.

SECTION 2.30. Further Acknowledgment. The Company confirms that:

it is not a resident of British Columbia: $(a)$

$(b)$ it is purchasing the CSI Shares as principal (within the meaning of Applicable Canadian Securities Laws); and

$(c)$ the Company will comply with the securities laws requirements of its local jurisdiction with respect to its purchase of the CSI Shares.

"Applicable Canadian Securities Laws" means all applicable securities and corporate laws, rules, regulations, instruments, notices, blanket orders, decision documents, statements, circulars, procedures and policies applicable to CSI.

ARTICLE III

Representations and Warranties of CSI

CSI represents and warrants as follows to the Company that:

SECTION 3.01. Organization, Standing and Power. CSI is duly organized, validly existing and in good standing under the laws of British Columbia, Canada and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on CSI, a material adverse effect on the ability of CSI to perform its obligations under this Agreement or on the ability of CSI to consummate the Transactions (a "CSI Material Adverse Effect"). CSI is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary and where the failure to so qualify would reasonably be expected to have a CSI Material Adverse Effect. CSI has delivered to the Company true and complete copies of the Articles of Incorporation of CSI, as amended to the date of this Agreement (as so amended, the "CSI Charter"), and the Bylaws of CSI, as amended to the date of this Agreement (as so amended, the "CSI Bylaws").

SECTION 3.02. Subsidiaries; Equity Interests. Other than as set forth in its public disclosure record, CSI does not own, directly or indirectly, any capital stock, membership interest, partnership

interest, joint venture interest or other equity interest in any person or entity and sloes not have the ri~zht to acquire any share~ in any person or entity.

SECTION 3.03. Capital Structure. The authorized share capital of CSI consists of an unlimited amcwnt of common shares with 88,522,161 shares issued and outstancling immediately prior to the execution of this Agreement.:Ul outstanding shares of the capital sttx;k of CSI are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate Ixws of its state of incorporation, the CSI Charter, the CSI Bylaws or any Contract to which CSl is a party or otherwise bound. (hher than as publicly disclosed, there are nn bonds, debentures, notes or other indebtedness of CSI having the right to vote (or conrerlible into, ur exchangeable for, securities having the right to vote) on any matters on which holders of CSI's capital stock may vote ("Vcxin~ C51 Debt"). All of the Voting CSl Debt is clisclosed and accounted for in the mast recent Cinanci~l statements of CSI in the Public Record. Except as set forth in Schedule 3.U3, as of the dare of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, `'phantom" stack rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which CSI is a party or by which it is bound (i) obligating CSI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shazes of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stcnk of or other equity interest in, CSI or any Voting CSI Debt, (ii) obligating CSI to issue. grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of CSI. As of the date of this Ag~~eement, there are nn outstanding contractual obligations of CSI to repurchase, redeem or otherwise acquire any shares of capital stock CSI_ CSI is not a party to any agreement granting any security holder of C5I the right to cause CSI to register shares of the capital stock or other securities of CSI held by' such security holder under the Securities Act.

SECTION 3.U4. Authority; Execution and Delivery; Enforceability. The execution and delivery by CSI of this Agreement and the consummation by CSI of the Transactions have been duly authorized and apprcrveci by the Beard of Directors of CSI and no other corporate prcxeedings on the part of CSI are necessary to authorize this Agreement and the Transactions. This Agreement constitutes a leg:il, valid and binding obligation of CSI, enforceable against CSI in accordance with the terms hereof.

SECTION 3.05. No Conflicts; Consents.

(a) The execution and delivery by CSI of this Agreement, does not, and the consummation of Transactions ar►d compliance with the terms hereof and thereof will not, conflict with. or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of tern~ination, cancellation or accelerarion of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the propeRies or• assets of CSI under, any provision of (i) [he CSI Charter or CSf Bylaws, (ii) any material Contract t~ which CSI is a party or by which any of its properties or assets is bound or (iii) suhject to the filings and other matters referred to in Section 3.05(b), any material Judgment or material L,aw applicable to CSI or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, ha~~e not had and would not reasonably be expected to have a CSI Material Adverse Effect.

(b) No Consent of, or registration, declaration ur filing with, or pemnt from, any Governmental Enrity is required to he obtained or made by or with respect ro CSI in connection with the execution, delivery and performance of this Aa Bement or the consummation of the Transactions, other

than the (A) filing wish the 3ec;urities and F:~cchange Commission of reports under 5eclions 13 and 16 of the F.xchanQe Act, and (B) filings under state '`blue sky" laws, as each may be required in connection ti~th this Agreement and the Transactions.

SECTION 3.06. Taxes.

(a) Other than as set forth in Schedule 3.06 hereof, CSI has timely filed, or has caused to be timely filed nn its behalf, all Tax Returns required to he filed by it, and all such Tax Returns are true, complete and accurate, except to the extent any failure to file, any clelinyuency in filing or any inaccuracies in any 131ed Tax Returns, individually or in the a~re~ate, have not had and would not reasonably be expected to ha~~e a LSI Material Adverse Effect. Ali Taxes shown to be due nn such T~ Returns, or otherwise owed, has been timely paid, except to the extent that any failure to pay. individually or in the aggregate, has not had and would not reasonably be expected to have a CSI Material Ad~~erse Effect.

tb) There are no Liens for 'Taxes (other than for current Taxes not yet due and payable) on the assets of CSI. CSI is not bound by any agreement with respect to Ta~:es.

(c) If applicable, CSI hay established an adequate reserve reflected on its tinancial statements for all Takes payable by CSI (in addition to any reserve for deferred Taxes to retlect timing differences between book and Tax items) for all "Taxable periods and portions thereof through the date of such tinancial statements. Nn det7ciency with respect to any Taxes has been propoeed, asserted or assessed against CSI, and no requests for waivers of the time to assess any such Taxes are pending, except [o the extent any such deficiency or mquest for waiver, individually or in the aggregate, hay not had and would not reasonably be expected to have a CSl Material Adverse Effect.

SECTION 3.O7. ERISA Compliance; Excess Parachute Payments. CSI does noi, and since its inception never has, maintained, or contributed to a~~y "emplo~~ee pension benetit plans' (as defined in Section 3(2) of ERISA), "employer weltarc bcncfit plans"' (as defined in Section 3(1) of ERISA) or any other CSI Benefit Plan for the benefit of any current or former employees, consultants, officers or directors of CSI.

SECTION 3.08. LiU anon. There is nn Action which (i) adverselS~ affects or challenges the leg:~lity, validity or enforceability of any of this Agreement or (ii) coulJ, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to rewlt in a CSI I~4atenal Adverse Effect. :Neither CSI nor any director or officer thereof (in his or her capacit}~ as such), is or has been the subject of any Action invol~~ing a claim or violation of or liability under fecler~l or state securities laws or a claim of breach of fiduciary duty.

SECTIOP13.09. Compliance with Applicable Laws. CSI is in compliance with all applicable Laws, except for instances of noncompliane;e that, individually and in the aggregate, have not had and would not reasonably be expected to have a CSI Material Adve~~se Effect. CSI has not received any written communication during the past two years fmm a Cmvernmental Entity that alleges that CSI is not in compliance in any material respect with any applicable Lain. This Section 3.09 does not relate to maters with respect to Taxes. which are the subject of 3.06.

SECTION 3.10. Additional Canadian Representations and VI'arranries. CSI makes the additional representations and warranties as set forth below:

(a) no securities commission, securities regulatory authority, the Canadian Securities Exchange (the'~CSE") or any other similar regulatory body has issued any order preventing or suspending

trading of any securities of CSI, no such proceeding is, to the knowledge of CSI, pending, contemplated or threatened, and CSI is not in default of any material requirement of Applicable Canadian Securities Laws;

(b) the issued ar►d outstanding Common Shores in the c~pit~tl of CSI are listed and pc►steci fur trading on the CSE and the CSI Shares issuable hereunder will be listed anJ poste~3 for trading nn the CSE upon CSI complying with the usual conditions imposed by the CSE with respect thereto and CSI is in material compliance with the by-laws, rules and regulations of the CSE;

(c) at Closing, the CSI Shares shall be validly issued as fully paid end nun-assessable shares of CSI. The CSI Shares will be issued to the Company on a basis that is exempt from the prospectus requirements under Applicable Canadian Securities I.~ws;

(d) the definitive form of share certificate evidencing the CSI Shares has been and will be at the Closing, duly authorized, approved and adopted by CSI and comply with gill legal requirements relating thereto.

SECTTON 3.11. Brokers; Schedule of Fees and Expenses. No broker, investment banker, financial advisor or other person is entitled to an~~ broker's, finder's, financial advisor's or other similar tee or commission in connection with the Transactions bused upon anangement~ made by or on behalf of CSI.

SECTION 3.12. Contracts. Tfiere are nn Contracts that are material to tt►e business, properties, assets, condition (financial or otherwise), results of operations or prospects of CS[ taken as a whole. CSI is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its pr~eriie~ or assets is kxwnd, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a CSI Material Adverse Effect.

SECTTON 3.13. Title to Properties. Except a., set forth an Schedule 3.12, CSI has sufficient tide to, ur valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which CSl has leasehold interests, are free and clear of X11 Liens other than those Liens that, in the aa~egnte, do not and ~~ill not materially interfere with the ability utCSI to conduct business ~ti currently conducted.

SECTION 3.14. Reserved.

SECTION 3.15. Labor Matters. There are no collective bargaining or other J~bor union agreements to which CSI is a party or by which it is bound. No material labor dispute exists or, to the knowledge of CS[, is inuninent with respect to any of the employees of CSI.

SECTION 3.16. Investment Company. CSI is not, and is not an affiliate of, and immediately follov►~ing the Closing will not have become, an "im~estment company" ~a-ithin the meaning of~ the Investment Company Act of 19~1Q, ac amended.

SECTION 3.17. Disclosure. CSI contirms that neither it nor any person acting on its behalf has provided the Company or its respective agents or counsel ~~ith any information that CSI believes constitutes material, non-public information, except insofar as the existence and terms of the proposed transactions hereunder may constitute such information and except for information that will be disclosed by the Company no later than four (=i} business days after the Closing. The Company understands and confirms that CSI will rely on the foregoing representations and covenants in effecting transactions is the Exchanged Securities. Al] disclosure provided to CSi regarding the Company, its business and the Transactions, furnished by or nn hehalf of the Campam~ (including the Company's representations and warranties set forth in this Agreement) tyre true and correct and do not contain uny untrue statement of a metenal fact or umit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, nit misleading.

SECTION 3.18. Reserved.

SECTION 3.19. ForeiKn Corrupt Practices. Neither the Company, nor, to the Company's knowledge, any officer, agent, emplc,yee or other r~r~on acting nn behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used an}' corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign ur domestic government official or employee from corporate funds; (iii) violated or is in oiolation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

SECTION 3.20. Transactions With Affiliates and Emnlovees. None of the officers or directors of CSI and, to the knowledge of CSI, none of the emplo}~ees of CSI is presently a party to any tran.,action with CSl or any subsidiary (other than for services as employees, officers and directors), including any convact, agreement or other arrangement providing for the furnishing of services to or by. providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of CSI, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director. trustee or partner.

SECTION 3.? 1. pA plication of Takeover Protections. CSI has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anU-takeover provision under CSI`s charter documents cu the laws of its state of incorporation that is or could become applicable to the CSI a result oti CSI fulfilling its obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the CSI Shares to the Company-.

SECTION 3.22. Listing and :1~[aintenance Requirements. CSI is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued trading of its sh:ues of common stcx;k on the trading market on which such shares are currently listed or quoted. The issuance and sale of the CSI Shares under ttus Agreement does not contravene the rules and regulations of the trading market on which CSI's securities are currently listed or quoted, and all approvals of the stakholders of CSI, as required far CSl to issue and deliver to the Company the CSI Shares contemplated by this Agreement, have been obtained.

SECTION 3.23. Good Title. CSI has the right and authority to sell and deliver the CSI Shares as pro~7ded herein. The Company will receive good title to such CSI Shares, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting vests and other encumbrances (collectively, "Liens").

SECTION 3.24. Power and Authoricv. AJI acts required to he taken by CSI in order to enter into this Agreement and to carry out the Transactions as contemplated herein have been properly taken. 'Chic Agreement constitutes a legal, ralid and binding obligation of CSI, enforceable against it in accordance with the terms hereof.

SECTION 3.25. No Finder's Fee. CSI has not created any obligation for ar►y cinder's. investment banker's or broker's fee in eonnecticm with the Transactions.

SECTION 326. Purchase Entirely for Own Account. The GSRX Shares proposed io be acquired by CSI hereunder will be acquired for invesunent purposes, for CSl's account, and not with a view to the resale or distribution of any part thereof, and CSI has no present intentiun of selling ~r otherwise distributing the GSRX Shares which it will receive pursuant to this Agreement, except in compliance with applicable securities laws.

SECTION 3.27. Available Information. CSI his such knowledge and experience in financial and business matters that they are capable of evaluating Fke merits and risks of an investment in the GSRX Shares.

SECTION 3.28. Non-Registration. CSI understands that the GSRX Shares have not begin registered under the Securities Act of 1933, as amended (the "securities Art") and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration pro~~isions of the Securities Act which depends upon. among other things, the bona fide nature of the i~~vestment intent and the accuracy of the Parties' representaricros as expressed herein.

SECTION 3.29. Restricted Securities. CSI understands that the CSRX Shares are characterized as '`restricted securities" under the Securities Act inasmuch as this Agreement contemplates that, if acquired by CSI pursuant hereto, the GSRX Shares would he acquired in a transaction not involving a public offering. CSI further acknowledges that if' the GSRX Shares are issued in accordance with the provisions of this Agreement, such GSRX Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom. CSI represents that it is familiar with Rule 144 promulgated under the Securities Act, ~.s presently in effect, and understands the res:ile limitations impcned thereby and by the Securities Act.

SECTION 3. ~0. Legends. CSI understands that the GSRX Shares will bear the following legend or another legend ghat is similar to the fo11oH-ing:

THESE SECURIT~S HAVE NOT BEEti REGLSTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UK THE SECURITIES COMMISSION OF ANY STATE IN RELI?~I~CE LiPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURfTIES AGT OF 1933, AS AMENDED (THE "SECURITIES ACT'), AND, ACCORDINGLY, MAl~' NOT BE OFFERED OR SOLD EXCEPT PL RSUANT TO AN EFFECTNE REGISTRATION STATEMEIv'T UNDER THE SECURITIES ACT OR PURSUANT TO A,~1 AVAILABLE EXEMPTION FROM, OR IIV A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECliRITIES AC,'f AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAV1%S A.S EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRAI~TSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THF,SE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE ~4ARGIN ACCOUNT SECURED BY SUCH SECURITIES.

THESE SECURITIES ARE SUBJECT TO A LOCKUP AGREEMENT BY AND BETWEEN GSRX INDUSRTIES INC. AND CHEMESIS INTERNATIONAL INC. EXECUTED ON THE DATE HEREOF.

and any legend required by the "blue sky" laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

Accredited Investor. CSI is an "accredited investor" within the meaning of SECTION 3.31. Rule 501 under the Securities Act and CSI was not organized for the specific purpose of acquiring the GSRX Shares.

SECTION 3.32 Acknowledgment. CSI acknowledges that it has read the representations and warranties of the Company set forth in Article II herein and such representations and warranties are, to the best of CSI's knowledge, true and correct as of the date hereof.

ARTICLE IV

Deliveries

SECTION 4.01. Deliveries of CSI.

Concurrently herewith, CSI shall deliver to the Company, a copy of this $(a)$ Agreement executed by CSI.

$(b)$ Promptly following the Closing, CSI shall deliver to the Company, certificates representing the CSI Shares issued to the Company.

SECTION 4.02. Deliveries of the Company.

Concurrently herewith, the Company is delivering to CSI this Agreement $(a)$ executed by the Company.

Promptly following the Closing, the Company shall deliver to CSI, certificates $(b)$ representing the GSRX Shares issued to CSI.

ARTICLE V

Conditions to Closing

SECTION 5.01. Company Conditions Precedent. The obligation of the Company to enter into and complete the Closing is subject, at the option of the Company, to the fulfillment on or prior to the Closing Date of the following conditions:

Representations and Covenants. The representations and warranties of CSI $(a)$ contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. CSI shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by CSI on or prior to the Closing Date.

(b) Litigation. No actin, suit or prcx:eeciing shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regularory t~ody to restrain, modify or prevent the carrying nut of the. Transactions or to seek damages or a discovery• order in connection with such Transactions, or which has or may have, in the reasonable opinion of the Company, a m:~terially adverse effect on the assets, properties, business, operations or condition (financial or otherwise) of CSI or the Company.

(c) No Material Adverse Change. There shall not have been any occurrence, event, incident, action, failure to act, or transaction since the d:~te as first set Corth above which has hnd ur is reasonably likely to cause a CSI Material Adverse Effect.

~~~

(d) Deliveries. The deliveries specified in Section 4.01 shall have been made by

(e) No Suspensions of Trading: Listing. CSI's securities are not 5ub~ect lu any cease trade order and trading in CSI's securities shall not have been suspended by the CSE or any trading market (except for any suspensions of trading of not mo~~e than one trading day solely to permit dissemination of material information regarding CS[) at any time since the date of execution of this A~eement, and CSI securities shall have been at all times since such date listed for trading on a trading market.

(fl Reporting Issuer Status. CS1 is a reporting issuer not in default in each of British Columbia, Alherta and Ontario.

(g) Prospectus E~en~t. The Company and its counsel are satisfied that the CSI Shares heing issued hereunder will be issued in a manner that is exempt from the proxpectus requirements under Applicahle Canadian Securities Laws, acting reasonahly.

(h) CSE Filings. Evieience [hat CSI has filed all necessary documentation with the CSE in form and substance reasonably satisfactory to the Company and its counsel.

SECTION 5.02. CSI Conditions Precedent. The obligations of CSI to enter into and complete the Closing are subject, at the option of CSI, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may be waived by CSI in writing.

(a) Representations and Covenants. The representations and warranties of the Company containecJ in this A~~reement shall be we in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by the Company on or prior to the Closing Date.

(b) Liti,g~tion. No action, suit or pra.eeding shall have been instituted before any court or governmental or regulatory body or instituted or threatened by any governmental or regulatory body to restrain, modify or prevent tbe carrying out of the Transactions or to seek damages or a discovery order in connection with such Transactions, or which has or may have, in the reau~nable opinion of CSI, a materially ad~•erse effect nn the assets, properties, business. operations or condition (financial or otherwise) of the Company.

(c) Nn Material Adverse Change. There shall not have been any occurrence, event, incident. action, failure to act, or transaction since inception which has had or is reasonably likely to cause a Company Material Adverse Effect.

Company.

$(d)$ Deliveries. The deliveries specified in Section 4.02 shall have been made by the

No Suspensions of Trading; Listing. Trading in Company's securities shall not $(e)$ have been suspended by the OTCOB or any trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement, and the Company's securities shall have been at all times since such date listed for trading on a trading market.

ARTICLE VI

Covenants

SECTION 6.01. Public Announcements. CSI and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

SECTION 6.02. Post-Closing Filings. Under Applicable Canadian Securities Laws CSI covenants to do all things and prepare and timely file all documents that are required to be filed under Applicable Canadian Securities Laws as a result of the closing of the transactions contemplated herein, and GSRX covenants to provide all information which may be required for such purposes.

Fees and Expenses. All fees and expenses incurred in connection with this SECTION 6.03. Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated, provided that, upon Closing no payments will be due to any party in connection with the preparation and execution of this Agreement.

SECTION 6.04. Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.

SECTION 6.05. Exclusivity. Each of CSI and the Company shall not (and shall not cause or permit any of their affiliates to) engage in any discussions or negotiations with any person or take any action that would be inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. Each of CSI and the Company shall notify each other immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

SECTION 6.06. Filing of 8-K and Press Release. The Company shall file, no later than four (4) business days of the Closing Date, a Current Report on Form 8-K and attach as exhibits all relevant agreements with the Securities and Exchange Commission disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions. Additionally, CSI shall file, no later than four (4) business days of the Closing Date. a Material Change Report on Form 51-102F3 and attach as exhibits all relevant agreements with the SEDAR disclosing the terms of this Agreement and other requisite disclosure regarding the Transactions.

ARTICLE Vll

Miscellaneous

SECTION 7.01. Indemnificapon. Each Party' hereby agrees to indemnity and hold hanriless the other party, its officers, directors, employees and agents against any and all losses, claims, expenses, damages or liabilities, jointly and severally, to which any of them may become subject or which they may incur, including all reasonable attorney's fees and costs. to the fullest extent lawful, and all costs and expenses arising out of or in connection with any suit, action, or claim a!•ising out of the breach of their respective duties and responsibilities under this Agreement, or resulting from any breach of any representations or warranties under this Agreement with respect to their business, operations or assets.

SECTION 7.42. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following aciclr~ses (or at such other address for a P~u-ty as shall be specified b}~ like notice):

If to CSI, to:

If to the Compam. to:

[Redaction: notice provision; personal information]

SECTION 7A3. Amendments; Waivers: No Additional Consideration. No provision of this agreement may be waived or amencieci except in a written instrument signets by the Company and CSI. No waiver of any default with respect to any provision, condition or reyuirement of this Agreement shall be deemed to be a continuing waiver in the future or a wai~~er of any subsequent default car a waiver of

nny other provision, condition or requirement hereol, nor shall r►ny delay or omission ol~ any P~u'ty to exercise any right hereunder in any manner impair the exercise ~f any such right.

SECTION 7.04. Replacement of Securities. If any certificate or instrument evidencing viy Exchange Security is mutilated, lost, stolen or destroyed, the Party in which the Exchange Security represents ownership in shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, buc only upon receipt of evidence reasonably satisfactory to the Party of such loss, theft or deswction and customary• and reasonable indemnity, if requested. The applicants for a new certificate ur inswment under such circumstances shall also pay any reasonable third-party cost. associated with the issuance of such replacement Exch~►nge Security. If a replacement certificate or inswment evidenc-in~; any Exchange Securities is requested due to a mutilation thereof, each Party inay require delivery of such mutilated certificate or inst~timent as a condition precedent ro any issuance of a replacement.

SECTION 7.05. Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, CSI and the Company will be entitled to specific performance under this Agreement. The Pasties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law v►~ould be adequate.

SECTION 7.06. Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words `'include." "includes" or "including" are used in this Agrcement, they shall be deemed to be follo~~~ed by the words "without limitation."

SECTION 7.07. Severability. If any term or other provision of this Agreement is in~~alid, illegal or incapable of tieing enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other pro~~ision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to mcxiify this A~,~eement so as to effect the original intent of the Parties as cicnely as passible in an acceptable manner to the end that 'Transactions contemplated hereby are fulfilled to the extent possible.

SECTION 7.08. Countecparls: Facsimile Execution. This Aa Bement may be executed in one or more counteipazts, all of which shall be considered one and the same agreement and shall become effective when one ar more counterparts have been signed by each of the Parties and deli<<ered to the other Parties. Facsimile execution and delivery of this Agreement is legal, valid :u~d binding for all purposes.

SEC710N 7.U9. Entire Agreement; Third Party Beneficiaries. This Agreement, and the ancillary rights agreement hetween the parties of even date, (a) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Pv~ties with respect to the Transactions and (h) is nat intended to confer upon any person other than the Parties any rights or remedies.

SECTION 7.10. Governing Law. T1~is Agreement shall be governed by, and construed in accordance v►nth, the internal laws of the State of New York, without reference to principles of conflicts of laws. Any action or proceeding brought for the pu~~ of enforcement of any term or provision of this Agreement shall be brought oily in the Federal or state courts sitting in the State vl NeH~ Fork and the parties hereby waive any and all rights to trial by jury.

SE('TION 7.1 1. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties uithuut the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

(Srgruature Pa~~e Follo►tisJ

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Share Exchange Agreement as of the date first above written.

CSI:

[Redaction: signature]

[Company Signature Pages Follow

The Company:

GSRX INDUSTRIES INC.

[Redaction: signature]

[Schedules 2.05, 2.10, 2.11, 3.06 and 3.12 Redacted]