ANCILLARY
RIGHTS AGREEMENT


 


This
Ancillary Rights Agreement is made and entered into this __ day of March, 2019.


 


BETWEEN:


 


CHEMESIS
INTERNATIONAL INC. a corporation incorporated pursuant to the laws of British Columbia,


 


(hereinafter
referred to as “Chemesis”)


 


-
and -


 


GSRX
INDUSTRIES INC.


 


(hereinafter
referred to as “GSRX”)


 


WHEREAS
pursuant to a share exchange agreement between Chemesis and GSRX dated March __, 2019 (the “Share Exchange Agreement”),
Chemesis will, concurrently with the execution of this Agreement, acquire 11,666,998 common shares of GSRX, and GSRX will, concurrently
with the execution of this Agreement, acquire 7,291,874 common shares of Chemesis (together, the “Transactions”);


 


AND
WHEREAS Chemesis and GSRX are entering into this Agreement to set out certain rights that Chemesis and GSRX will have in connection
with the Transactions;


 


NOW
THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties mutually agree as follows:


 


ARTICLE
1


INTERPRETATION


 


	1.1	Definitions


 


In
this Agreement, in addition to the terms defined above, the following definitions apply:


 


	 	(a)	“Agreement”
    means this ancillary rights agreement, as it may be supplemented, amended, restated or superseded from time to time in accordance
    with the terms hereof; 
	 	 	 
	 	(b)	“Business
    Day” means any calendar day other than a Saturday, Sunday or statutory holiday in the City of Vancouver, British
    Columbia;
	 	 	 
	 	(c)	“Cannabis”
    means all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies (including
    sativa, indica and ruderalis), including wet and dry material, trichomes, clones, flower and trim; 
	 	 	 
	 	(d)	“CBD”
    means cannabidiol;
	 	 	 
	 	(e)	“Chemesis
    Board of Directors” shall have the meaning ascribed thereto in subsection 3.1(a);


 




    	 	 	 



    	 



    

 


	 	(f)	“Chemesis
    Director” means a member of the Chemesis Board of Directors;
	 	 	 
	 	(g)	“Chemesis
    Director Nominee” shall have the meaning ascribed thereto in subsection 2.1(a);
	 	 	 
	 	(h)	“Chemesis
    Management” means the management of Chemesis;
	 	 	 
	 	(i)	“Chemesis
    Percentage” means the percentage of the total issued and outstanding GSRX Shares owned beneficially by Chemesis
    at any given time, calculated on a non-diluted basis by multiplying 100 by a fraction, the numerator of which is the aggregate
    number of GSRX Shares owned beneficially by Chemesis and the denominator of which is the number of issued and outstanding
    GSRX Shares;
	 	 	 
	 	(j)	“Chemesis
    Shareholders” shall have the meaning ascribed thereto in subsection 3.1(b);
	 	 	 
	 	(k)	“Chemesis
    Shares” means common shares in the capital of Chemesis;
	 	 	 
	 	(l)	“Closing
    Date” means April __, 2019, or such other date(s) as Chemesis and GSRX may determine;
	 	 	 
	 	(m)	“Convertible
    Securities” means any agreement, option, warrant, right or other security or conversion privilege issued or granted
    by GSRX that is exercisable or convertible into, or exchangeable for, or otherwise carries the right of the holder to purchase
    or otherwise acquire GSRX Shares, including pursuant to one or more multiple exercises, conversions and/or exchanges;
	 	 	 
	 	(n)	“CSE”
    means the Canadian Securities Exchange, or such other stock exchange on which the Chemesis Shares may be listed from time
    to time;
	 	 	 
	 	(o)	“GSRX
    Board of Directors” shall have the meaning ascribed thereto in subsection 2.1(a);
	 	 	 
	 	(p)	“GSRX
    Director” means a member of the GSRX Board of Directors;
	 	 	 
	 	(q)	“GSRX
    Director Nominee” shall have the meaning ascribed thereto in subsection 3.1(a);
	 	 	 
	 	(r)	“GSRX
    Management” means the management of GSRX;
	 	 	 
	 	(s)	“notice”
    shall have the meaning ascribed thereto in section 6.8;
	 	 	 
	 	(t)	“GSRX
    Shareholders” shall have the meaning ascribed thereto in subsection 2.1(b);
	 	 	 
	 	(u)	“GSRX
    Shares” means common shares in the capital of GSRX; and
	 	 	 
	 	(v)	“OTC”
    means the Over-the-Counter Bulletin Board, or such other stock exchange on which the GSRX Shares may be listed from time to
    time;
	 	 	 
	 	(w)	“Transaction
    Documents” means, collectively, the Share Exchange Agreement and this Agreement.


 




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	1.2	Interpretation


 


Except
as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:


 


	 	(a)	The
    terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”,
    “hereof”, “herein”, “hereby”, “hereunder” and
    similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.
	 	 	 
	 	(b)	References
    to a “section”, “subsection” or “article” followed by a number or
    letter refer to the specified section, subsection or article of this Agreement.
	 	 	 
	 	(c)	Headings
    of sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this
    Agreement.
	 	 	 
	 	(d)	Unless
    the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender
    include all genders.
	 	 	 
	 	(e)	In
    this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end
    at 5:00 p.m. (Vancouver time) on the last day of the period. If, however, the last day of the period does not fall on a Business
    Day, the period shall terminate at 5:00 p.m. (Vancouver time) on the next Business Day.


 


ARTICLE
2


GSRX
BOARD REPRESENTATION


 


	2.1	Right
    to Nominate Director


 


For
so long as Chemesis holds 10% or more of the total issued and outstanding GSRX Shares:


 


	 	(a)	Chemesis
    shall have the right to nominate one representative (the “Chemesis Director Nominee”) for appointment to
    GSRX’s board of directors (the “GSRX Board of Directors”).
	 	 	 
	 	(b)	The
    Chemesis Director Nominee shall serve as a director of GSRX until each meeting of shareholders of GSRX (the “GSRX
    Shareholders”) at which directors of GSRX are to be elected.
	 	 	 
	 	(c)	GSRX
    shall take such steps as may reasonably be necessary to appoint the Chemesis Director Nominee to the GSRX Board of Directors
    following the execution and delivery of this Agreement, and notice from Chemesis that it desires to exercise its right to
    appoint the Chemesis Director Nominee to the GSRX Board of Directors.
	 	 	 
	 	(d)	GSRX
    shall cause the Chemesis Director Nominee to be included in the slate of nominees proposed by the GSRX Board of Directors
    to the GSRX Shareholders for approval as directors at each meeting of the GSRX Shareholders where Directors are to be elected
    by GSRX Shareholders. 


 




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	 	(e)	GSRX
    shall use all reasonable efforts to cause the election of the Chemesis Director Nominee.
	 	 	 
	 	(f)	The
    Chemesis Director Nominee, upon appointment to the GSRX Board of Directors (and until ceasing to be a member thereof), shall
    be entitled to receive compensation for serving on the GSRX Board of Directors on the same basis as the other members of the
    GSRX Board of Directors.
	 	 	 
	 	(g)	GSRX
    shall notify Chemesis in writing immediately upon determining the date of any meeting at which Directors are to be elected
    and Chemesis shall advise GSRX and the GSRX Board of Directors of the name of the Chemesis Director Nominee at least fifty
    (50) days prior to any meeting at which Directors are to be elected or approved by the GSRX Shareholders, or within ten (10)
    days of being notified of the record date for such meeting if such record date is within sixty (60) days of such meeting.
    
	 	 	 
	 	(h)	If
    Chemesis does not advise GSRX and the Board of Directors of the Chemesis Director Nominee as required by subsection 2.1(g),
    then Chemesis will be deemed to have nominated the incumbent nominee.


 


ARTICLE
3


CHEMESIS
BOARD REPRESENTATION


 


	3.1	Right
    to Nominate Director


 


Conditional
upon the Chemesis Board of Directors being increased by Chemesis such that it is then comprised of at least seven Directors, then,
and for so long thereafter as GSRX holds 5% or more of the total issued and outstanding Chemesis Shares:


 


	 	(a)	GSRX
    shall have the right to nominate one representative (the “GSRX Director Nominee”) for appointment to Chemesis’
    board of directors (the “Chemesis Board of Directors”).
	 	 	 
	 	(b)	The
    GSRX Director Nominee shall serve as a director of Chemesis until each meeting of shareholders of Chemesis (the “Chemesis
    Shareholders”) at which directors of Chemesis are to be elected.
	 	 	 
	 	(c)	Chemesis
    shall take such steps as may reasonably be necessary to appoint the GSRX Director Nominee to the Chemesis Board of Directors
    following the expansion by Chemesis of the Chemesis Board such that it is then comprised of at least seven Directors.
	 	 	 
	 	(d)	Chemesis
    shall cause the GSRX Director Nominee to be included in the slate of nominees proposed by the Chemesis Board of Directors
    to the Chemesis Shareholders for approval as directors at each meeting of the Chemesis Shareholders where Directors are to
    be elected by Chemesis Shareholders. 
	 	 	 
	 	(e)	Chemesis
    shall use all reasonable efforts to cause the election of the GSRX Director Nominee.


 




    	 	-4-	 



    	 



    

 


	 	(f)	The
    GSRX Director Nominee, upon appointment to the Chemesis Board of Directors (and until ceasing to be a member thereof), shall
    be entitled to receive compensation for serving on the Chemesis Board of Directors on the same basis as the other members
    of the Chemesis Board of Directors.
	 	 	 
	 	(g)	Chemesis
    shall notify GSRX in writing immediately upon determining the date of any meeting at which Directors are to be elected and
    GSRX shall advise Chemesis and the Chemesis Board of Directors of the name of the GSRX Director Nominee at least fifty (50)
    days prior to any meeting at which Directors are to be elected or approved by the Chemesis Shareholders, or within ten (10)
    days of being notified of the record date for such meeting if such record date is within sixty (60) days of such meeting.
    


 


If
GSRX does not advise Chemesis and the Chemesis Board of Directors of the GSRX Director Nominee as required by subsection 2.1(g),
then GSRX will be deemed to have nominated the incumbent nominee.


 


ARTICLE
4


Participation
right


 


	4.1	From
    the Closing Date, and thereafter for as long as Chemesis owns at least 10% of the issued and outstanding GSRX Shares, in the
    event that GSRX proposes to issue GSRX Shares or Convertible Securities (each, an “Equity
    Financing”), including, without limitation, convertible debt securities (collectively,
    “Equity Securities”), directly or indirectly, for cash or cash equivalents:


 


	 	(a)	GSRX
    shall deliver a notice to Chemesis in writing as soon as possible after the public announcement of the Equity Financing, but
    in any event on or prior to the earlier of (i) five (5) Business Days prior to the expected completion date of such Equity
    Financing, and (ii) the date on which GSRX files a preliminary prospectus, registration statement or other offering document
    in connection with an Equity Financing, if any (the “Equity Financing Notice”), specifying, to the extent
    known by GSRX: (A) the total number of issued and outstanding GSRX Shares; (B) the total number of Equity Securities which
    are proposed to be offered for sale; (C) the rights, privileges, restrictions, terms and conditions of the Equity Securities
    proposed to be offered for sale; (D) the consideration for which the Equity Securities are proposed to be offered for sale;
    and (E) the proposed closing date of the Equity Financing. If, at the date of the Equity Financing Notice, any of the above
    noted information is not known to GSRX, GSRX shall provide such information to Chemesis as soon as possible upon such information
    being ascertained.


 




    	 	-5-	 



    	 



    

 


	 	(b)	subject
    to the receipt of all required approvals of any governmental entities or the OTC, and compliance with applicable laws, Chemesis
    shall have the right (the “Participation Right”) to subscribe for and purchase such number of Equity Securities
    that GSRX proposes to offer for sale as described in the Equity Financing Notice as would result in Chemesis maintaining,
    following the completion of the Equity Financing, the Chemesis Percentage held immediately prior to the first public announcement
    of the proposed Equity Financing (or if no public announcement is required, immediately prior to GSRX delivering the Equity
    Financing Notice), for the consideration and on substantially the same terms and conditions as offered to the other potential
    investors under the Equity Financing, all as set forth in the Equity Financing Notice.
	 	 	 
	 	(c)	if
    Chemesis wishes to exercise its Participation Right in respect of a particular Equity Financing, Chemesis shall give written
    notice to GSRX (the “Exercise Notice”) of the exercise of such right and of the number of Equity Securities
    Chemesis wishes to purchase within five (5) Business Days after Chemesis’ receipt of an Equity Financing Notice (the
    “Participation Period”), failing which Chemesis will not be entitled to exercise the Participation Right
    in respect of such Equity Financing.
	 	 	 
	 	(d)	Chemesis
    agrees that if GSRX decides to complete an Equity Financing during the Participation Period and prior to the receipt of an
    Exercise Notice, it shall be entitled to do so, provided that if, during such Participation Period, Chemesis subsequently
    delivers an Exercise Notice, GSRX will complete a separate offering with Chemesis, subject to obtaining all required approvals
    of any governmental entities or the OTC and compliance with applicable laws, within 15 Business Days of the Equity Financing
    or as soon as reasonably practicable thereafter, as would result in Chemesis maintaining the Chemesis Percentage held immediately
    prior to the first public announcement of the proposed Equity Financing, on terms no less favourable as those provided to
    investors under the Equity Financing.
	 	 	 
	 	(e)	where
    such Equity Financing is pursuant to a prospectus offering, GSRX shall use commercially reasonable efforts to include Chemesis’
    pro rata entitlement for sale as part of such prospectus offering, provided however that if Chemesis’ pro
    rata entitlement is not included in such prospectus offering, GSRX shall use commercially reasonable efforts to provide
    Chemesis with the opportunity to subscribe for such Equity Securities on a private placement basis within 15 Business Days
    or as soon as reasonably possible thereafter following the closing of the prospectus offering.
	 	 	 
	 	(f)	notwithstanding
    anything to the contrary contained in this Agreement, the Participation Right will not apply to any issuance of securities
    by GSRX for compensatory purposes to employees, consultants, officers or directors of GSRX, pursuant to security based compensation
    arrangements, including the issuance of options, stock appreciation rights, restricted stock, restricted share units, restricted
    stock units, performance share units, deferred share units and any securities issued on exercise, vesting or settlement thereof.


 




    	 	-6-	 



    	 



    

 


ARTICLE
5


RIGHT
OF first refusal


 


	5.1	For
    the term of this Agreement:


 


	 	(a)	If
    GSRX shall require the production of any Cannabis or hemp-derived CBD (or products derived or produced therefrom) (“Production”)
    in any jurisdiction in which Chemesis has Cannabis or hemp-derived CBD production facilities, then, prior to entering into
    any agreement, understanding or commitment to procure such Production, GSRX shall provide to Chemesis notice (“Production
    Notice”) of its specific Production requirements and of any offers which it may have received or solicited from
    any third party with respect to the Production (“Third Party Offers”).
	 	 	 
	 	(b)	For
    a period of ten (10) days following receipt of the Production Notice, Chemesis shall have the right, but not the obligation,
    to, as the case may be, offer to fulfill the Production requirements (“Production Offer”) or match any
    Third Party Offer (“Matching Offer”).
	 	 	 
	 	(c)	In
    the event that Chemesis does not respond to a Production Notice within ten (10) days of receipt thereof, it shall be deemed
    to have elected to have waived its right under Section 5.1(b) and GSRX shall thereafter be permitted to procure such particular
    Production from a third party source.
	 	 	 
	 	(d)	In
    the event that Chemesis provides GSRX with a Production Offer or Matching Offer\, then Chemesis and GSRX shall negotiate in
    good faith and use commercially reasonable efforts to enter into an agreement with respect to the Production within a period
    of ten (10) business days from the date of the Production Offer or Matching Offer, as the case may be.


 


ARTICLE
6


GENERAL
PROVISIONS


 


	6.1	Termination


 


This
Agreement shall terminate immediately and be of no further force and effect upon the occurrence of any of the following events:


 


	 	(a)	written
    agreement of the parties; or
	 	 	 
	 	(b)	Chemesis
    owns less than 5% of the issued and outstanding GSRX Shares.


 


	6.2	Further
    Assurances


 


Each
party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate
the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the party requesting such
further instrument, document or action, unless expressly indicated otherwise.


 




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	6.3	Regulatory
    Approvals


 


This
Agreement and the completion from time to time of the transactions contemplated hereby are subject to receipt of all necessary
regulatory approvals, including approval of the Exchange.


 


	6.4	No
    Joint Venture


 


Nothing
herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership,
or other partnership relationship between Chemesis and GSRX.


 


	6.5	Governing
    Law


 


This
Agreement shall be governed by and construed under the laws of the State of New York, without reference to principles of conflicts
of laws. Any action or proceeding brought for the purpose of enforcement of any term or provision of this Agreement shall be brought
only in the Federal or state courts sitting in the State of New York and the parties hereby waive any and all rights to trial
by jury.


 


	6.6	Time
    of the Essence


 


Time
is of the essence in this Agreement.


 


	6.7	Severability


 


If
any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision
had not been a part hereof so that the invalidity shall not affect the validity of the remainder of the Agreement which shall
be construed as if the Agreement had been executed without the invalid portion. It is hereby declared to be the intention of the
parties that this Agreement would have been executed without reference to any portion which may, for any reason, hereafter be
declared or held invalid.


 


	6.8	Notice


 


Any
notice or other communication (in each case, a “notice”) required or permitted to be given hereunder shall
be in writing and shall be delivered by hand, or if transmitted by facsimile or email to the parties hereto at the following addresses:


 


	 	(a)	If
    to Chemesis, to:


 


Chemesis
International Inc.


Suite
2710 – 200 Granville Street


Vancouver,
BC V6C 1S4


 


	 	Attention:	Aman
    Parmar
	 	Email:	amanparmar@chemesis.com


 


with
a copy (which shall not constitute notice) to:


 


Cassels
Brock & Blackwell LLP


885
West Georgia Street, Suite 2200


Vancouver,
BC


V6C
3E8


 


	 	Attention:	Deepak
    Gill
	 	Phone:	604.691.6117
	 	Fax:	604.691.6120
	 	Email:	dgill@casselsbrock.com


 




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	 	(b)	If
    to GSRX, to:


 


GSRX
Industries Inc.


1301
E Debbie Lane 102-160


Mansfield,
TX 76063


 


Attention:
Tom Gingerich


 


with
a copy to:


 


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 37th Floor


New
York, NY 10036


 


Attention:
Darrin M. Ocasio, Esq.


Email:
dmocasio@srf.law


 


Any
notice given in accordance with this section, if transmitted by email or facsimile transmission, shall be deemed to have been
received on the next Business Day following transmission or, if delivered by hand, shall be deemed to have been received when
delivered.


 


	6.9	Amendment


 


This
Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf
of each of the parties. The failure by any party to enforce at any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect
the validity of this Agreement or any part thereof or the right of any party to enforce each and every provision. No waiver or
breach of this Agreement shall be held to be a waiver of any other or subsequent breach.


 


	6.10	Rule
    of Interpretation


 


The
parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party
shall not be applicable in the interpretation of this Agreement.


 


	6.11	Counterparts


 


This
Agreement may be executed in one or more counterparts, and by the parties in separate counterparts, each of which when executed
shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Agreement by telecopy shall be effective as delivery of a manually executed counterpart
of this Agreement.


 




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	6.12	Assignment


 


No
party shall be entitled to transfer its rights or obligations under this Agreement without the prior written consent of the other
party.


 


	6.13	Third
    Party Beneficiaries


 


This
Agreement is for the sole benefit of the parties and their successors and permitted assigns and, except as expressly contemplated
herein, nothing herein is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of
any nature or kind whatsoever under or by reason of this Agreement.


 


	6.14	Entire
    Agreement


 


The
Transaction Documents constitute the entire agreement between the parties with respect to the subject matter hereof and cancels
and supersedes any prior understandings and agreements between the parties with respect thereto. If there is any conflict or inconsistency
between the terms of this Agreement and any other Transaction Document, the terms of the other Transaction Document shall take
precedence and prevail.


 


	6.15	Effective
    Date


 


This
agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.


 


IN
WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.


 


	 	CHEMESIS
    INTERNATIONAL INC.
	 	 
	 	By:	                                   
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	GSRX
    INDUSTRIES INC.
	 	 
	 	By:	                                   
	 	Name:	 
	 	Title:	 


 




    	 	-10-