Exhibit
10.1


 





May
7, 2020


 


GSRX
Industries Inc.


Building
No. 3, P.E. 606 int. Jose Efron Ave.


Dorado, Puerto Rico 00646


United
States


 


Attention:
Troy Nihart, President and Chairman


 


Dear
Sir:


 


Re:
Option Agreement – Project 1493, LLC


 


Further
to the indicative term sheet (the “Term Sheet”) between Chemesis International Inc. (“Chemesis”)
and GSRX Industries Inc. (“GSRX”), which sets forth out the general terms for the grant by Project 1493, LLC
(“1493”) to Chemesis’ subsidiary, Natural Ventures PR, LLC (“NVPR”), an option (the
“Option”) under which NVPR, or its Affiliate, can acquire 100% of the issued and outstanding membership interest
of 1493 (the “1493 Membership Interest”), the agreement (“Agreement”) is intended to set
forth, on a definitive basis, our agreement regarding the Option (the “Transaction”). This Agreement is binding
and enforceable between the Parties and will remain in full force and effect unless and until terminated in accordance with the
terms hereof.


 


	1.	Definitions
                                         and Schedules



 


	1.1	Definitions                                         – The following terms will have the following meanings in this Agreement:



 


		(1)	“1493”
                                         has the meaning set out in the first paragraph of this Agreement;



 


		(2)	“1493
                                         Charter Documents” means the organization documents of 1493 in effect as of
                                         the date of this Agreement;



 


		(3)	“1493
                                         Material Adverse Effect” means any change, event, occurrence, effect, state
                                         of facts or circumstance that, individually or in the aggregate with other such changes,
                                         events, occurrences, effects, states of facts or circumstances, is or would reasonably
                                         be expected to be material and adverse to the business, operations, results of operations,
                                         assets, properties, capitalization, condition (financial or otherwise) or liabilities
                                         (contingent or otherwise) of 1493;



 


		(4)	“1493
                                         Membership Interest” means 100% of the issued and outstanding membership interest
                                         of 1493;



 




    	 	 	 



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		(5)	“Affiliate”
                                         means any Person that controls, is controlled by, or is under common control with, a
                                         Party. For the purposes of the preceding sentence only, “control” means:



 


		(i)	the
                                         right to the exercise, directly or indirectly, of more than 50% of the voting rights
                                         attributable to the controlled Person, and/or



 


		(ii)	the
                                         ownership, directly or indirectly, of more than 50% of the voting share capital of the
                                         controlled Person, and/or



 


		(iii)	the
                                         right to appoint the majority of the directors or the members of the audit board (by
                                         contract or otherwise) of the controlled Person;



 


		(6)	“Agent”
                                         means, a person or entity, authorized by another entity to act on its behalf, and includes
                                         (i) a business representative, person that acts for or provides services on behalf of,
                                         who undertakes to transact some business, or manage some affair, for another by authority
                                         of the latter and (ii) any director, officer, employee or other representative of such
                                         entity, for whose acts such authorizing entity may be vicariously liable;



 


		(7)	“Agreement”
                                         has the meaning set out on the first page of this document;



 


		(8)	“Anti-Bribery
                                         & Anti-Money Laundering Laws” means:



 


		(i)	the
                                         Corruption of Foreign Public Officials Act (Canada), as amended;



 


		(ii)	the
                                         Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as
                                         amended;



 


		(iii)	the
                                         Foreign Corrupt Practices Act (United States), as amended;



 


		(iv)	the
                                         Bank Secrecy Act (United States), as amended; and



 


		(v)	all
                                         other applicable laws where any of the Parties do business relating to corruption, bribery,
                                         ethical business conduct, money laundering, political contributions, gifts and gratuities,
                                         or lawful expenses, to public officials and private persons, and laws requiring the disclosure
                                         of agency relationships or commissions and the anti-corruption rules of any international
                                         financial institutions with which it does business;



 


		(9)	“Assets”
                                         means the assets of 1493, and including without limitation, all associated licences,
                                         permits, lease agreements, real property rights, equipment, intellectual property rights
                                         and supplies;



 


		(10)	“Board”
                                         means the Board of Directors of Chemesis, NVPR, GSRX or 1493 as applicable;



 


		(11)	“Business
                                         Day” means any day other than a Saturday, Sunday or day that is a holiday in
                                         Vancouver, British Columbia;



 


		(12)	“Chemesis”
                                         has the meaning set out in the first paragraph of this Agreement;



 


		(13)	“Chemesis
                                         Milestone Shares” means the 5,190,000 common shares in the capital of Chemesis
                                         to be issued to GSRX in connection with Milestone 2;



 


		(14)	“Chemesis
                                         Milestone Share Grant Date” has the meaning set out in Section 4.2(b);



 


		(15)	“Confidential
                                         Information” has the meaning set out in Section 7.1;



 




    	 	 	 



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		(16)	“Contract”
                                         means any material contract, lease, license, indenture, note, bond, agreement, permit,
                                         concession, franchise or other instrument;



 


		(17)	“Contractual
                                         Restriction” has the meaning set out in Section 4.2(a);



 


		(18)	“COVID-19
                                         Pandemic” means the global pandemic in the year 2020 caused by coronavirus
                                         disease 2019;



 


		(19)	“Effective
                                         Date” means the date first written above;



 


		(20)	“Encumbrance”
                                         means any encumbrance, regardless of form, whether or not registered or registrable,
                                         whether or not consensual or arising by law (statutory or otherwise) and whether or not
                                         contingent or absolute, including any mortgage, lien, charge, pledge or security interest,
                                         whether fixed or floating, or any assignment, lease, option, right of pre- emption, privilege,
                                         encumbrance, easement, servitude, right of way, restrictive covenant, right of use or
                                         any other right or claim of any kind or nature whatever which affects ownership or possession
                                         of, or title to, any interest in, or the right to use or occupy any property or assets;



 


		(21)	“Escrow
                                         Arrangement” has the meaning set out in Section 4.7;



 


		(22)	“Force
                                         Majeure” has the meaning set out in Section 9.2;



 


		(23)	“Governmental
                                         Authority” means any foreign, domestic, national, federal, provincial, territorial,
                                         state, regional, municipal or local government or authority, quasi government authority,
                                         fiscal or judicial body, government or self regulatory organization, commission, board,
                                         tribunal, organization, or any regulatory, administrative or other agency, or any political
                                         or other subdivision, department, or branch of any of the foregoing;



 


		(24)	“GSRX”
                                         has the meaning set out in the first paragraph of this Agreement;



 


		(25)	“GSRX
                                         Option Termination Notice” has the meaning set out in Section 5.4;



 


		(26)	“Initial
                                         Cash Payment” has the meaning set out in Section 4.2(a);



 


		(27)	“Interest”
                                         means an undivided beneficial interest in 1493;



 


		(28)	“Judgment”
                                         means any material judgment, order or decree;



 


		(29)	“Laws”
                                         means all statutes, regulations, statutory rules, orders, by-laws, codes, ordinances,
                                         decrees, the terms and conditions of any grant of approval, permission, authority or
                                         licence, or any judgment, order, decision, ruling, award, policy or guideline, of any
                                         Governmental Authority;



 


		(30)	“Leak
                                         Out” has the meaning set out in Section 4.6;



 


		(31)	“Milestone
                                         1” has the meaning set out in Section 4.2(a);



 


		(32)	“Milestone
                                         2” has the meaning set out in Section 4.2(b);



 


		(33)	“Milestone
                                         3” has the meaning set out in Section 4.2(c);



 




    	 	 	 



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		(34)	“Milestones”
                                         means, collectively, Milestone 1, Milestone 2, and Milestone 3;



 


		(35)	“NVPR”
                                         has the meaning set out in the first paragraph of this Agreement;



 


		(36)	“NVPR
                                         Material Adverse Effect” means a material adverse effect on NVPR, a material
                                         adverse effect on the ability of NVPR to perform its obligations under this Agreement
                                         or on the ability of NVPR to consummate the Transaction;



 


		(37)	“NVPR
                                         Option Termination Notice” has the meaning set out in Section 5.1;



 


		(38)	“Option”
                                         has the meaning set out in Section 4.1;



 


		(39)	“Option
                                         Exercise” has the meaning set out in Section 4.4(b);



 


		(40)	“Option
                                         Exercise Date” has the meaning set out in Section 4.3;



 


		(41)	“Option
                                         Period” has the meaning set out in Section 4.1;



 


		(42)	“Parties”
                                         means all the parties to this Agreement, and a reference to a “Party” means
                                         one of them;



 


		(43)	“Person”
                                         means an individual, corporation, trust, partnership, limited liability company, contractual
                                         mining company, joint venture, unincorporated organization, firm, estate, Governmental
                                         Authority or any agency or political subdivision thereof, or other entity;



 


		(44)	“Release”
                                         has the meaning set out in Section 11.3;



 


		(45)	“Royalty”
                                         means the five percent (5%) royalty described in the Royalty Agreement;



 


		(46)	“Royalty
                                         Agreement” means the agreement governing the terms and conditions of the Royalty
                                         in the form of Schedule A hereto;



 


		(47)	“Share
                                         Exchange Agreement” means the share exchange agreement dated March 30, 2019,
                                         between Chemesis and GSRX, pursuant to which Chemesis acquired 11,666,998 shares of common
                                         stock in the capital of GSRX in exchange for the issuance to GSRX of 7,291,874 common
                                         shares in the capital of Chemesis;



 


		(48)	“Subsequent
                                         Cash Payment” has the meaning set out in Section 4.2(c);



 


		(49)	“Tax
                                         Return” means all federal, state, local, provincial and foreign Tax returns,
                                         declarations, statements, reports, schedules, forms and information returns and any amended
                                         Tax return relating to Taxes;



 


		(50)	“Taxes”
                                         means all forms of taxation, whenever created or imposed, and whether of the United States,
                                         Canada or elsewhere, and whether imposed by a local, municipal, governmental, state,
                                         foreign, federal or other Governmental Authority, or in connection with any agreement
                                         with respect to Taxes, including all interest, penalties and additions imposed with respect
                                         to such amounts;



 


		(51)	“Term
                                         Sheet” has the meaning set out in the first paragraph of this Agreement;



 




    	 	 	 



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		(52)	“Third
                                         Party” means a person, partnership, joint venture, corporation or other form
                                         of enterprise that is not a Party or an Affiliate of a Party;



 


		(53)	“Transaction”
                                         has the meaning set out on the first page of this Agreement;



 


		(54)	“U.S.
                                         Securities Act” means the Securities Act of 1933 (United States), as amended;



 


	1.2	Schedules
                                         – The following are the Schedules attached to and incorporated in this Agreement
                                         by this reference and deemed to form a part hereof:



 


Schedule
A – Royalty Agreement


Schedule
B – 1493 Licenses


 


	1.	Representations
                                         and Warranties



 


	1.1	Representations
                                         and Warranties of GSRX – GSRX represents and warrants to Chemesis and NVPR
                                         that:



 


		(a)	GSRX
                                         is the sole record and beneficial owner of the 1493 Membership Interest, and has good
                                         and marketable title thereto, with the right and authority to sell and deliver such 1493
                                         Membership Interest to NVPR or its Affiliate as provided herein. Upon registering of
                                         NVPR or its Affiliate as the acquirer of such 1493 Membership Interest in the share register
                                         of 1493, NVPR or its Affiliate will receive good title to such 1493 Membership Interest,
                                         free and clear of all Encumbrances, subject only to the Royalty;



 


		(b)	all
                                         acts required to be taken by GSRX in order to enter into this Agreement and to carry
                                         out the Transaction as contemplated herein have been properly taken. This Agreement constitutes
                                         a legal, valid and binding obligation of GSRX, enforceable against it in accordance with
                                         the terms hereof;



 


		(c)	the
                                         execution and delivery of this Agreement by GSRX, and its performance of its obligations
                                         hereunder in accordance with the terms hereof: (i) will not violate any Laws applicable
                                         to GSRX and 1493; and (ii) will not violate or breach any contractual obligation to which
                                         they are a party;



 


		(d)	GSRX
                                         has not created any obligation for any finder’s, investment banker’s or broker’s
                                         fee in connection with the Transaction that Chemesis, NVPR or 1493 will be responsible
                                         for;



 


		(e)	the
                                         Chemesis Milestone Shares that may be acquired by GSRX hereunder will be acquired for
                                         investment purposes, for its own account, as principal and not for the benefit of any
                                         other person, and not with a view to the resale or distribution of any part thereof,
                                         and GSRX has no present intention of selling or otherwise distributing the Chemesis Milestone
                                         Shares except in compliance with applicable securities laws;



 


		(f)	GSRX
                                         has such knowledge and experience in financial and business matters that it is capable
                                         of evaluating the merits and risks of an investment in Chemesis;



 


		(g)	GSRX
                                         understands that the Chemesis Milestone Shares have not been registered under
                                         U.S. Securities Act and, if
                                         issued in accordance with the provisions of this Agreement, will be issued by reason
                                         of a specific exemption from the registration provisions of the U.S. Securities Act which
                                         depends upon, among other things, the bona fide nature of the investment intent and the
                                         accuracy of GSRX’s representations as expressed herein;






 




    	 	 	 



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		(h)	GSRX
                                         understands that the Chemesis Milestone Shares when issued will be “restricted
                                         securities” under Rule 144(a)(3) of the U.S. Securities Act. GSRX further acknowledges
                                         that such Chemesis Milestone Shares may only be resold pursuant to a registration statement,
                                         which covers the Chemesis Milestone Shares, declared effective by the United States Securities
                                         and Exchange Commission or pursuant to an available exemption from the registration requirements
                                         of the U.S. Securities Act. GSRX represents that it is familiar with Rule 144 promulgated
                                         under the U.S. Securities Act, as presently in effect, and understands the resale limitations
                                         imposed thereby and by the U.S. Securities Act;



 


		(i)	GSRX
                                         understands that the Chemesis Milestone Shares will be issued pursuant to exemptions
                                         (the “Exemptions”) from the registration and prospectus requirements
                                         of applicable Canadian securities laws. GSRX acknowledges and agrees that Chemesis and
                                         its respective counsel will and can rely on the representations, warranties, acknowledgements
                                         and agreements of GSRX contained in this Agreement and otherwise provided by GSRX to
                                         Chemesis to determine the availability of the Exemptions. GSRX acknowledges and agrees
                                         that as a result of the Chemesis Milestone Shares being issued pursuant to the Exemptions,
                                         the Chemesis Milestone Shares will be subject to a number of statutory restrictions on
                                         resale and trading. Until these restrictions expire, GSRX will not be able to sell or
                                         trade the Chemesis Milestone Shares unless GSRX complies with an exemption from the prospectus
                                         and registration requirements under applicable Canadian securities laws;



 


		(j)	GSRX
                                         warrants, certifies, acknowledges and agrees for the benefit of Chemesis and its respective
                                         counsel that GSRX is not a resident in British Columbia, Canada;



 


		(k)	GSRX
                                         is not, and is not an Affiliate of, and immediately following the receipt of the Chemesis
                                         Milestone Shares will not have become, an “investment company” within the
                                         meaning of the Investment Company Act of 1940, as amended;



 


		(l)	GSRX
                                         is an “accredited investor” within the meaning of Rule 501(a) of Regulation
                                         D under the U.S. Securities Act and has had the opportunity to ask questions and obtain
                                         information from representatives of Chemesis regarding Chemesis and the Chemesis Milestone
                                         Shares, and GSRX has received answers to all questions and other information that it
                                         has deemed necessary in connection with its decision to acquire the Chemesis Milestone
                                         Shares; and



 


		(m)	GSRX
                                         understands that the share certificate representing the Chemesis Milestone Shares will
                                         bear the following legend or another legend that is similar to the following:



 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURTIES LAWS. BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, THE
HOLDER AGREES FOR THE BENEFIT OF CHEMESIS INTERNATIONAL INC. (THE “CORPORATION”) THAT THESE SECURITIES MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO CORPORATION; OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS;
OR (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE
144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) IN
ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS;
OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS
PURSUANT TO (C) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER
EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
“GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 




    	 	 	 



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UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS
4 MONTHS AND A DAY AFTER THE CLOSING DATE].


 


	1.2	Representations
                                         and Warranties of GSRX Relating to 1493 - GSRX represents and warrants to Chemesis
                                         and NVPR that:



 


		(a)	1493
                                         is duly organized, validly existing and in good standing under the laws of Puerto Rico
                                         and has the corporate power and authority necessary to enable it to own, lease or otherwise
                                         hold its properties and Assets and to conduct its businesses as presently conducted.
                                         1493 is 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 failure to so qualify would not reasonably be expected to have a 1493 Material
                                         Adverse Effect.



 


		(b)	apart
                                         from the 1493 Membership Interest held by GSRX, no other class of 1493 Membership Interest
                                         and other voting or non-voting securities of 1493 are issued, reserved for issuance or
                                         outstanding. All outstanding 1493 Membership Interest is 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, pre-emptive right, subscription right or
                                         any similar right under any provision of the applicable corporate laws of its state of
                                         incorporation, the 1493 Charter Documents or any Contract to which 1493 is a party or
                                         otherwise bound. There are no bonds, debentures, notes or other indebtedness of 1493
                                         having the right to vote (or convertible into, or exchangeable for, securities having
                                         the right to vote) on any matters on which holders of the 1493 Membership Interest may
                                         vote;



 


		(c)	there
                                         is no shareholders’ agreement, escrow agreement, pooling agreement, voting trust
                                         or similar arrangements or obligations in respect of the 1493 Membership Interest or
                                         any other securities of 1493;



 


		(d)	1493
                                         has all requisite corporate power and authority to execute and deliver this Agreement
                                         and to consummate the Transaction. The execution and delivery by 1493 of this Agreement
                                         and the consummation by 1493 of the Transaction have been duly authorized and approved
                                         by the Board of Managers of 1493 and no other corporate proceedings on the part of 1493
                                         are necessary to authorize this Agreement and the Transaction. When executed and delivered,
                                         this Agreement will be enforceable against 1493 in accordance with its terms, subject
                                         to bankruptcy, insolvency and similar laws of general applicability as to which 1493
                                         is subject;



 




    	 	 	 



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		(e)	the
                                         execution and delivery by 1493 of this Agreement does not, and the consummation of the
                                         Transaction and 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 termination, cancellation or acceleration of
                                         any obligation or to loss of a material benefit under, or result in the creation of any
                                         Encumbrance upon any of the properties or Assets of 1493 under any provision of (i) the
                                         1493 Charter Documents, (ii) any Contract to which 1493 is a party or by which any of
                                         their respective properties or Assets is bound, other than, in the case of clauses (ii)
                                         above, any such items that, individually or in the aggregate, have not had and would
                                         not reasonably be expected to have a 1493 Material Adverse Effect;



 


		(f)	1493
                                         has timely filed, or has caused to be timely filed on 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 had and would not reasonably be expected to have a 1493
                                         Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise
                                         owed, have 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 1493
                                         Material Adverse Effect. There are no unpaid Taxes in any material amount claimed to
                                         be due by the taxing authority of any jurisdiction, and the officers of 1493 know of
                                         no basis for any such claim;



 


		(g)	1493,
                                         if applicable, has established an adequate reserve reflected on its financial statements
                                         for all Taxes payable by 1493 (in addition to any reserve for deferred Taxes to reflect
                                         timing differences between book and Tax items) for all taxable periods and portions thereof
                                         through the date of such financial statements. No deficiency with respect to any Taxes
                                         has been proposed, asserted or assessed against 1493, 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 would not reasonably
                                         be expected to have a 1493 Material Adverse Effect;



 


		(h)	[intentionally
                                         omitted]



 


		(i)	[intentionally
                                         omitted]



 


		(j)	no
                                         broker, investment banker, financial advisor or other person is entitled to any broker’s,
                                         finder’s, financial advisor’s or other similar fee or commission in connection
                                         with the Transaction based upon arrangements made by or on behalf of 1493;



 


		(k)	[intentionally
                                         omitted]



 


		(l)	1493
                                         has sufficient title to, or valid leasehold interests in, all of its properties used
                                         in the conduct of its businesses. All such properties, other than properties in which
                                         1493 has leasehold interests, are free and clear of all Encumbrances other than those
                                         Encumbrances that, in the aggregate, do not and will not materially interfere with the
                                         ability of 1493 to conduct business as currently conducted;



 




    	 	 	 



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		(m)	1493
                                         does not hold any insurance policy, other than insurance policies related to properties
                                         and contents;



 


		(n)	there
                                         are no collective bargaining or other labor union agreements to which 1493 is a party
                                         or by which it is bound. No material labor dispute exists or, to the knowledge of 1493,
                                         is imminent with respect to any of the employees of 1493;



 


		(o)	except
                                         in connection with the Transaction, since inception, 1493 has conducted its business
                                         only in the ordinary course, and during such period there has not been:



 


		(i)	any
                                         change in the liabilities, financial condition or operating results of 1493, except changes
                                         in the ordinary course of business that have not caused, in the aggregate, a 1493 Material
                                         Adverse Effect;



 


		(ii)	any
                                         damage, destruction or loss, whether or not covered by insurance, that would have a 1493
                                         Material Adverse Effect;



 


		(iii)	[intentionally
                                         omitted]



 


		(iv)	any
                                         satisfaction or discharge of any lien, claim, or Encumbrance or payment of any obligation
                                         by 1493, except in the ordinary course of business and the satisfaction or discharge
                                         of which would not have a 1493 Material Adverse Effect;



 


		(v)	[intentionally
                                         omitted]



 


		(vi)	any
                                         mortgage, pledge, transfer of a security interest in, Encumbrance or lien, created by
                                         1493, with respect to any of its material properties, except liens for Taxes not yet
                                         due or payable and liens that arise in the ordinary course of business and do not materially
                                         impair 1493’s ownership or use of such property or its Assets;



 


		(vii)	any
                                         loans or guarantees made by 1493 to or for the benefit of its employees, officers or
                                         directors, or any members of their immediate families, other than travel advances and
                                         other advances made in the ordinary course of its business;



 


		(viii)	any
                                         declaration or payment of dividend or distribution of cash or other property to GSRX
                                         or any purchase, redemption or agreements to purchase or redeem any 1493 Membership Interest;



 


		(ix)	any
                                         issuance of equity securities to any officer or Affiliate; or



 


		(x)	any
                                         arrangement or commitment by 1493 to do any of the things described in this Section 1.2(o);



 


		(p)	neither
                                         1493, nor, to the best of GSRX’s knowledge and belief, any officer, Agent, employee
                                         or other person acting on behalf of 1493 has, in the course of its actions for, or on
                                         behalf of, 1493 (i) used any 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 or domestic government official or employee from corporate
                                         funds; (iii) violated or is in violation of any provision of Anti-Bribery & Anti-Money
                                         Laundering Laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
                                         kickback or other unlawful payment to any foreign or domestic government official or
                                         employee;



 




    	 	 	 



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		(q)	1493
                                         is not currently insolvent nor subject to any insolvency proceedings and, to the best
                                         of its knowledge, no application for insolvency has been filed; and



 


		(r)	as
                                         of the Effective Date 1493 will have no liabilities or obligations whatsoever, other
                                         than in the ordinary course of business.



 


	1.3	Representations
                                         and Warranties of Chemesis – Chemesis represents and warrants to GSRX and 1493
                                         that:



 


		(a)	Chemesis
                                         is duly organized, validly existing and in good standing under the laws of the Province
                                         of British Columbia, 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. Chemesis 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 material adverse effect;



 


		(b)	the
                                         authorized share capital of Chemesis consists of an unlimited number of common shares
                                         without par value. All outstanding common shares in the capital of Chemesis are and when
                                         issued the Chemesis Milestone Shares will be duly authorized, validly issued, fully paid
                                         and non-assessable. As of the date of this Agreement, there are no outstanding contractual
                                         obligations of Chemesis to repurchase, redeem or otherwise acquire any common shares
                                         in the capital of Chemesis;



 


		(c)	the
                                         execution and delivery by Chemesis of this Agreement and the consummation by Chemesis
                                         of the Transaction have been duly authorized and approved by the Board of Directors of
                                         Chemesis and no other corporate proceedings on the part of Chemesis are necessary to
                                         authorize this Agreement and the Transaction. This Agreement constitutes a legal, valid
                                         and binding obligation of Chemesis, enforceable against Chemesis in accordance with the
                                         terms hereof;



 


		(d)	neither
                                         the execution and delivery of this Agreement nor any of the agreements referred to herein
                                         or contemplated hereby, nor the consummation of the Transaction hereby contemplated conflict
                                         with, result in the breach of or accelerate the performance required by any agreement
                                         to which it is a party;



 


		(e)	the
                                         execution and delivery of this Agreement and the agreements contemplated hereby will
                                         not violate or result in the breach of the laws of any jurisdiction applicable or pertaining
                                         thereto or of its organizational documents;



 


		(f)	Chemesis
                                         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 listing
                                         of its common shares on the trading market on which such shares are currently listed
                                         or quoted. The issuance and sale of the Chemesis Milestone Shares under this Agreement
                                         does not contravene the rules and regulations of the trading market on which the Chemesis’
                                         securities are currently listed or quoted, and any and all approvals as required for
                                         Chemesis to issue and deliver to GSRX the Chemesis Milestone Shares contemplated by this
                                         Agreement, have been obtained;



 




    	 	 	 



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		(g)	it
                                         is not currently insolvent nor subject to any insolvency proceedings and, to the best
                                         of its knowledge, no application for insolvency has been filed; and



 


		(h)	to
                                         the best of Chemesis’ knowledge and belief, no officer, Agent, employee or other
                                         person acting on behalf of Chemesis has, in the course of its actions for, or on behalf
                                         of, Chemesis (i) used any 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 or domestic government official or employee from corporate
                                         funds; (iii) violated or is in violation of any provision of the Anti-Bribery & Anti-Money
                                         Laundering Laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
                                         kickback or other unlawful payment to any foreign or domestic government official or
                                         employee.









 


	1.4	Representations
                                         and Warranties of NVPR – NVPR represents and warrants to GSRX and 1493 that:



 


		(a)	NVPR
                                         is duly organized, validly existing and in good standing under the laws of the Commonwealth
                                         of Puerto Rico, 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 NVPR Material Adverse Effect. NVPR 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 NVPR Material Adverse Effect;



 


		(b)	the
                                         execution and delivery by NVPR of this Agreement and the consummation by NVPR of the
                                         Transaction have been duly authorized and approved by the Board of Directors of NVPR
                                         and no other corporate proceedings on the part of NVPR are necessary to authorize this
                                         Agreement and the Transaction. This Agreement constitutes a legal, valid and binding
                                         obligation of NVPR, enforceable against NVPR in accordance with the terms hereof;



 


		(c)	neither
                                         the execution and delivery of this Agreement nor any of the agreements referred to herein
                                         or contemplated hereby, nor the consummation of the Transaction hereby contemplated conflict
                                         with, result in the breach of or accelerate the performance required by any agreement
                                         to which it is a party;



 


		(d)	the
                                         execution and delivery of this Agreement and the agreements contemplated hereby will
                                         not violate or result in the breach of the laws of any jurisdiction applicable or pertaining
                                         thereto or of its organizational documents;



 


		(e)	it
                                         is not currently insolvent nor subject to any insolvency proceedings and, to the best
                                         of its knowledge, no application for insolvency has been filed; and



 


		(f)	to
                                         the best of NVPR ’ knowledge and belief, no officer, Agent, employee or other person
                                         acting on behalf of NVPR has, in the course of its actions for, or on behalf of, NVPR
                                         (i) used any 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 or domestic government official or employee from corporate funds;
                                         (iii) violated or is
                                         in violation of any provision of the Anti-Bribery & Anti-Money Laundering Laws; or
                                         (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful
                                         payment to any foreign or domestic government official or employee.






 




    	 	 	 



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	2.	Chemesis



 


The
Parties acknowledge and agree that Chemesis is a Party to this Agreement for the purposes of:


 


(a)
providing certain representations and warranties, as contained in Section 1.3, to GSRX and 1493; (b) receiving the indemnity set
forth in Section 3.1; and (c) acknowledging that the completion of certain of the Milestones will be contingent on actions to
be undertaken by Chemesis. Chemesis acknowledges that if the option is exercised by NVPR, Chemesis will receive value from the
transfer of the 1493 Membership Interest to NVPR because Chemesis holds 80% of the issued and outstanding membership of NVPR.


 


	3.	Indemnity



	3.1	GSRX
                                         Indemnity and Release – On the Option Exercise Date, GSRX shall deliver to
                                         1493 a release in the form mutually satisfactory to Chemesis and GSRX, pursuant to which
                                         (i) GSRX will assume and release 1493 from all existing obligations and liabilities which,
                                         as of such date, may be owed by 1493 to GSRX as of the Option Exercise Date, however
                                         arising (excluding future liabilities) relating to 1493, and (ii) indemnify and saves
                                         harmless 1493, Chemesis, NVPR and their respective directors, officers, employees, Agents
                                         and representatives, from and against all costs, liabilities, losses or expenses suffered
                                         or incurred by, and all suits, claims or demands by Third Parties relating thereto, made
                                         against 1493 with respect to or arising from the Transaction contemplated under this
                                         Agreement.



 


	3.2	Chemesis
                                         Indemnity – Chemesis and NVPR will, jointly and severally, indemnify and saves
                                         harmless GSRX and its directors, officers, employees, Agents and representatives from
                                         and against all costs, liabilities, losses or expenses suffered or incurred by, and all
                                         suits, claims or demands by Third Parties relating thereto, made against GSRX with respect
                                         to or arising from the Transaction contemplated under this Agreement.



 


	4.	Option



	4.1	Grant
                                         of Option – GSRX hereby grants to NVPR the sole and exclusive right and option,
                                         in accordance with this Section 4, to acquire the 1493 Membership Interest (the “Option”),
                                         free and clear of all Encumbrances, subject only to the Royalty. The Option shall be
                                         valid and outstanding, subject to Section 5.2 and 5.5, for a period of 15 months after
                                         the Effective Date (the “Option Period”).



 


	4.2	Conditions
                                         of Exercise of Option – The right of NVPR to exercise the Option and acquire
                                         the 1493 Membership Interest is conditional upon NVPR performing, or causing to be performed
                                         by Chemesis, the following milestones within the applicable timelines set forth below:



 


		(a)	(i)
                                         paying $25,000 to GSRX (the “Initial Cash Payment”), and (ii) waiving,
                                         pursuant to Section 7.03 of the Share Exchange Agreement, the application of Section
                                         1.03 of the Share Exchange Agreement (the “Contractual Restriction”)
                                         to the extent it applies to the 7,291,874 common shares (now 729,187 common shares as
                                         a result of a share consolidation completed by Chemesis on December 20, 2019) in
                                         the capital of Chemesis issued to and currently held by GSRX, on the Effective Date (“Milestone
                                         1”);



 




    	 	 	 



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		(b)	issuing
                                         to GSRX the Chemesis Milestone Shares, subject to Section 4.6 and 4.7, within 10 months
                                         after the Effective Date (“Milestone 2”), and the date of issuance
                                         of the Chemesis Milestone Shares will be the “Chemesis Milestone Share Grant
                                         Date”; and



 


		(c)	paying
                                         a total of $2,475,000 (for greater certainty, which amount shall not include the Initial
                                         Cash Payment) to GSRX (the “Subsequent Cash Payment”), to be paid
                                         in installments or in a lump sum, at the election of Chemesis in its sole discretion,
                                         within 15 months after the Effective Date (“Milestone 3”); provided
                                         that, Milestone 3 shall not be considered satisfied until the full amount of the Subsequent
                                         Cash Payment has been made to GSRX.



 


	4.3	Exercise
                                         of Option – Immediately upon NVPR completing, or causing Chemesis to complete
                                         as the case may be, each of the Milestones within the respective timelines set out in
                                         Section 4.2 (subject to Section 9.1), and upon (i) delivering a written notice to, and
                                         (ii) receiving written acceptance from GSRX, confirming completion of the Milestones
                                         (the “Option Exercise Notice”), NVPR will be deemed, without need
                                         for any further action, to have validly exercised the Option and to have, immediately
                                         thereupon, acquired all of the 1493 Membership Interest, and the delivery date of the
                                         Option Exercise Notice will be the “Option Exercise Date”.



 


	4.4	Title
                                         and Transfer of 1493



 


		(a)	[intentionally
                                         omitted].



 


		(b)	Upon
                                         the exercise of the Option (the “Option Exercise”), NVPR shall automatically
                                         become the beneficial owner of the 1493 Membership Interest, subject only to the Royalty,
                                         and GSRX will forthwith, within five (5) Business Days, take all steps as NVPR may request
                                         and fully and validly transfer, assign and convey 100% registered interest in the 1493
                                         Membership Interest to NVPR.



 


	4.5	Royalty
                                         – Upon the Option Exercise, and within five (5) Business Days thereafter, NVPR
                                         and GSRX shall enter into the Royalty Agreement, pursuant to which NVPR shall grant to
                                         GSRX the Royalty as further described in the Royalty Agreement.



 


	4.6	Leak
                                         Out – Subject to the Escrow Arrangement and applicable securities laws, the
                                         Chemesis Milestone Shares will be subject to a 36-month leak out, whereby: (i) on the
                                         Chemesis Milestone Share Grant Date, GSRX will be able sell ten percent (10%) of the
                                         Chemesis Milestone Shares; and (ii) beginning six (6) months after the Chemesis Milestone
                                         Share Grant Date, GSRX will be able to sell up to one-sixth (1/6) of the remaining Chemesis
                                         Milestone Shares, every six (6) months, as described in the schedule set out below (“Leak
                                         Out”).



 





	RELEASE DATE	 	TOTAL NUMBER OF CHEMESIS
    MILESTONE SHARES ELIGIBLE 
FOR SALE	 
	Immediately upon the Chemesis Milestone 
Share Grant Date	 	 	519,000	 
	6 months after the Chemesis Milestone 
Share Grant Date	 	 	1,297,500	 
	12 months after Chemesis Milestone Share 
Grant Date	 	 	2,076,000	 
	18 months after the Chemesis Milestone 
Share Grant Date	 	 	2,854,500	 
	24 months after the Chemesis Milestone 
Share Grant Date	 	 	3,633,000	 
	30 months after the Chemesis Milestone 
Share Grant Date	 	 	4,411,500	 
	36 months after the Chemesis Milestone 
Share Grant Date	 	 	5,190,000	 






 






    	 	 	 



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	4.7	Escrow
                                         Arrangement – The Chemesis Milestone Shares will be registered in the name
                                         of GSRX and will be deposited into an escrow account maintained by Chemesis’ transfer
                                         agent, Odyssey Trust Company, pursuant to the terms of an escrow agreement to
                                         be entered into among Odyssey Trust Company, Chemesis and GSRX, and shall be released:



 


		(a)	to
                                         Chemesis in the event that GSRX terminates the Option pursuant to Section 5.5 prior to
                                         the achievement of the Milestones by NVPR; or



 


		(b)	to
                                         Chemesis in the event that NVPR terminates the Option pursuant to Section 5.2 (the “Escrow
                                         Arrangement”).



 


	5.	Termination
                                         of Option



	5.1	Election
                                         to Terminate Option by NVPR – For so long as the Option is valid and outstanding,
                                         NVPR may elect at any time to terminate the Option by delivering notice to that effect
                                         to GSRX (the “NVPR Option Termination Notice”).



 


	5.2	Option
                                         Termination by NVPR – The Option will, subject to Section 9.1, be of no further
                                         force or effect, and will automatically terminate if NVPR either:



 


		(a)	has
                                         not achieved the Milestones within the applicable timelines as set out in Section 4.2;
                                         or



 


		(b)	delivers
                                         the NVPR Option Termination Notice to GSRX, provided that GSRX has not, prior thereto,
                                         delivered to NVPR the GSRX Option Termination Notice pursuant to Section 5.4.



 


	5.3	Consequences
                                         of Termination of the Option by NVPR – If the Option is terminated pursuant
                                         to Section 5.2, then:



 


		(a)	NVPR
                                         will not acquire any Interest in or to 1493;



 


		(b)	GSRX
                                         will be entitled to keep the Initial Cash Payment;



 


		(c)	NVPR
                                         will cause (i) the 1493 Licenses to be re-registered in the name of GSRX, and (ii) the
                                         release of any security interest created pursuant to Section 10.1; and



 


		(d)	the
                                         provisions of Section 8 will apply.



 


	5.4	Election
                                         to Terminate Option by GSRX – For so long as the Option is valid and outstanding,
                                         GSRX may elect at any time to terminate the Option by delivering notice to that effect
                                         to NVPR (the “GSRX Option Termination Notice”), subject to Section
                                         5.5.



 




    	 	 	 



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	5.5	Option
                                         Termination by GSRX – The Option will be of no further force or effect, and
                                         will automatically terminate if GSRX: (a) delivers the GSRX Option Termination Notice
                                         to NVPR; (b) pays to Chemesis the GSRX Break Fee; (c) performs the obligations set out
                                         in Section 5.6(b).



 


	5.6	Consequences
                                         of Termination of the Option by GSRX – If the Option is terminated pursuant
                                         to Section 5.5, then:



 


		(a)	NVPR
                                         will not acquire any Interest in or to 1493;



 


		(b)	GSRX
                                         will return to NVPR or Chemesis, as the case may be:



 


		(i)	the
                                         Initial Cash Payment;



 


		(ii)	the
                                         Subsequent Cash Payment, or any portion thereof, received by GSRX up to the date of the
                                         GSRX Option Termination Notice; and



 


		(iii)	the
                                         Chemesis Milestone Shares, or any portion thereof, received by GSRX up to the date of
                                         the GSRX Option Termination Notice.



 


		(c)	NVPR
                                         will cause (i) the 1493 Licenses to be re-registered in the name of GSRX, and (ii) the
                                         release of any security interest created pursuant to Section 10.1;



 


		(d)	GSRX
                                         will pay to Chemesis a break fee of $100,000 (the “GSRX Break Fee”);
                                         and



 


		(e)	the
                                         provisions of Section 8 will apply.



 


	6.	Transfers
                                         of Interest & Conduct of Business



	6.1	Assignment
                                         to Affiliates – Neither NVPR nor GSRX may assign all or part of its rights
                                         under this Agreement to any Person without the written consent of NVPR or GSRX, as applicable.



 


	6.2	Assignments,
                                         Transfers and Issuances Before Option Exercise Date – During the Option Period,
                                         GSRX shall not assign, sell, transfer, pledge, option, grant royalties over, mortgage
                                         all or any part, or create an Encumbrance over all or any part of the Assets or the 1493
                                         Membership Interest (directly or indirectly) except to NVPR.



 


	6.3	Conduct
                                         of Business – During the Option Period, GSRX shall: (a) conduct the business
                                         of 1493 in the usual, regular, and ordinary course in substantially the same manner as
                                         previously conducted; (b) use commercially reasonable efforts to preserve 1493’s
                                         current business organization; (c) keep 1493’s relationships with customers, suppliers,
                                         licensors, licensees, distributors, and others having business dealings with them to
                                         the end that its goodwill and ongoing business shall be unimpaired at the Option Exercise
                                         Date; (d) not declare or pay any dividends on or make any other distributions (whether
                                         in cash, shares or property) in respect of the 1493 Membership Interest; (e) not cause
                                         1493 to incur, without the consent of NVPR, any liabilities in excess of $500,000 except
                                         in the ordinary course of business and consistent with past practice or in connection
                                         with this Agreement; and (f) permit NVPR to: (i) inspect the books and records of the
                                         1493; (ii) have reasonable access to speak with employees and managers of 1493; and (iii)
                                         otherwise carry out ongoing due diligence review.






 


	7.	Confidentiality



	7.1	Confidentiality
                                         – The Parties agree that this Agreement, the Transaction, all information (whether
                                         embodied in tangible or electronic form) exchanged between the Parties under this Agreement
                                         and all information concerning or relating to the Transaction of which it becomes aware
                                         (“Confidential Information”) is confidential; and must be kept confidential
                                         and must not be disclosed to any Person at any time or in any manner except:









 


		(a)	to
                                         any Party;



 




    	 	 	 



    	CONTINUED Page 16	Option Agreement – Project 1493, LLC




    

 


		(b)	with
                                         the prior written consent of all other Parties, such consent not to be unreasonably withheld;



 


		(c)	to
                                         a bank or other financial institution considering the provision of or, which has provided
                                         financial accommodation to, a Party or an Affiliate of a Party or to a trustee, representative
                                         or Agent or such a bank or financial institution;



 


		(d)	by
                                         a Party to legal, financial and other professional advisers, auditors and other consultants,
                                         officers and employees of a Party or a Party’s Affiliate, provided that such Party
                                         or Party’s Affiliate has first agreed in writing to maintain the confidentiality
                                         of the Confidential Information;



 


		(e)	to
                                         the extent that the Confidential Information was publicly available at the Effective
                                         Date or becomes publicly available subsequent to the Effective Date without breach of
                                         this Agreement; and



 


		(f)	to
                                         the extent required by law or by a lawful requirement of any Governmental Authority or
                                         stock exchange having jurisdiction over the Parties or their Affiliates.



 


	8.	Termination



	8.1	Termination–
                                         Prior to the Option Exercise Date, this Agreement will terminate upon:



 


		(a)	the
                                         Option terminating pursuant to Section 5.2; or



 


		(b)	the
                                         Option terminating pursuant to Section 5.5;



 


	8.2	Deliveries
                                         after Termination – Upon termination of this Agreement, the terminating Party
                                         must deliver all records, information and data in respect of the non-terminating Party
                                         and this Agreement, including all Confidential Information, and the non-terminating Party
                                         must deliver all records, information and data in respect of the terminating Party and
                                         this Agreement, including all Confidential Information.



 


	8.3	Further
                                         Assurances on Termination



 


		(a)	As
                                         soon as possible after termination of this Agreement pursuant to Section 5.2, but in
                                         any event no later than three Business Days thereafter, NVPR will take all such steps
                                         and do all such things and sign all such documents or procure the taking of all such
                                         steps, the doing of all such things and the signing of all such documents as may be necessary
                                         to perform its obligations under Section 5.3.



 


		(b)	As
                                         soon as possible after termination of this Agreement pursuant to Section 5.5, but in
                                         any event no later than three Business Days thereafter, GSRX will take all such steps
                                         and do all such things and sign all such documents or procure the taking of all such
                                         steps, the doing of all such things and the signing of all such documents as may be necessary
                                         to perform its obligations under Section 5.6.



 




    	 	 	 



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	9.	Cure
                                         Period, Force Majeure and Default



	9.1	Cure
                                         Period – The achievement of the Milestones by NVPR within the time periods
                                         required by this Agreement are subject to Force Majeure pursuant to Section 9.2 and are
                                         subject to the cure period set out in Section 9.3 in which to satisfy such obligations.



 


	9.2	Force
                                         Majeure



 


		(a)	No
                                         Party will be liable to another Party and no Party will be deemed in default under this
                                         Agreement for any failure or delay to perform any of its covenants and agreements when
                                         such performance is directly prevented as a consequence of an event of Force Majeure.
                                         For the purposes of this Agreement, “Force Majeure” means any event
                                         or circumstance, or a combination of events and/or circumstances:



 


		(i)	that
                                         causes or results in the prevention or delay of a Party from performing any of its obligations
                                         in this Agreement; and



 


		(ii)	could
                                         not, or the effects of that event or circumstance, could not have been prevented or delayed,
                                         overcome or remedied by the relevant Party acting reasonably,



 


  and
provided the event or circumstance meets the foregoing criteria, includes:


 


		(A)	acts
                                         of war (whether war be declared or not); insurrection, rebellion, revolution, terrorist
                                         acts, sabotage, riots or violent demonstrations;



 


		(B)	civil
                                         disobedience, caused by lobbyists, non-governmental organizations or local community
                                         groups or other Persons;



 


		(C)	injunctions
                                         imposed by any Governmental Authority except if caused by or related to the COVID-19
                                         Pandemic, a breach of the law or a court resolution;



 


		(D)	explosions,
                                         fires or floods not caused by or attributable to a Party;



 


		(E)	floods,
                                         earthquakes, hurricanes or other natural calamities or acts of God;



 


		(F)	shortages
                                         in workforce or supplies, travel and access restrictions imposed by government or other
                                         Third Parties;



 


		(G)	strike
                                         or lockout or other industrial labour action or disruption (including unlawful but excluding
                                         lawful strikes or lockouts or other industrial labour action) which



 


		(I)	have
                                         national, regional, provincial or state-wide application,



 


(II)        directly
affect the performance of the obligations under this Agreement, and


 


		(III)	lasts
                                         for more than seven consecutive calendar days;



 




    	 	 	 



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		(H)	with
                                         the exception of any delays caused by or related to the COVID-19 Pandemic, any action
                                         or failure to act within a reasonable time without justifiable cause by any Governmental
                                         Authority, its employees or Agents including the denial of or delay in granting any authorization,
                                         licence, permit, lease, consent, approval or right which denial or delay will imply a
                                         material adverse effect on the Party, upon due application and diligent effort by the
                                         Party to obtain same, or the failure once granted to remain (without justifiable cause)
                                         in full force and effect or to be renewed on substantially similar terms; and



 


		(I)	injunctions
                                         not caused by any breach of this Agreement by any Party whether of the kind enumerated
                                         above or whether foreseen, foreseeable or otherwise unforeseeable.



 


		(b)	So
                                         far as possible, the Party affected will make all reasonable commercial efforts to remedy
                                         the delay caused by the events referred to above as soon as feasible, provided, however,
                                         that nothing contained in this Section 9.2 will require any Party to settle any industrial
                                         dispute or to test the constitutionality of any law, and failure to use such reasonable
                                         commercial efforts will preclude a Party from continuing to claim Force Majeure.



 


		(c)	A
                                         lack of funds will not be considered an event of Force Majeure, and the payment of monies
                                         from one Party to the other Party will be deemed to be within the reasonable control
                                         of the Party who is to pay and the lack of funds for any such payment will not be considered
                                         an event of Force Majeure.



 


		(d)	The
                                         Party suffering Force Majeure will notify the other Parties in writing of the expected
                                         period during which the Force Majeure will persist and take all such reasonable steps
                                         to cure its inability to perform as a result of the Force Majeure.



 


	9.3	Default
                                         – Except as otherwise provided in this Agreement, if any Party (in this Section
                                         9.3, a “Defaulting Party”) is in default of any requirement herein
                                         set forth, the other Party may give written notice to the Defaulting Party specifying
                                         the default. The Defaulting Party will not, except as specifically otherwise provided
                                         herein, lose any rights under this Agreement unless, within 30 days after the giving
                                         of notice of default by the non-Defaulting Party, the Defaulting Party has failed to
                                         take reasonable steps to cure the default by the appropriate performance or the Defaulting
                                         Party fails to dispute the notice of default. Upon any such failure, the non-Defaulting
                                         Party will be entitled to seek any appropriate remedy it may have on account of such
                                         default.



 


	10.	Security
                                         and Registrations



	10.1	Registration
                                         of Security Interest in 1493 Membership Interest – NVPR (or its designated
                                         Affiliate) will be entitled, during the Option Period, to hold as security for the fulfillment
                                         of the Option Exercise and the corresponding transfer by GSRX to NVPR of the 1493 Membership
                                         Interest, upon achievement of the Milestones by NVPR, the 1493 Membership Interest, and
                                         NVPR or its Affiliate shall have the right to, and GSRX will do all things necessary
                                         to assist NVPR or its Affiliate to, register the 1493 Membership Interest in the name
                                         of NVPR or its Affiliate for the duration of the Option Period. For the avoidance of
                                         doubt, during the Option Period, NVPR shall assign the benefit of the all of the cannabis
                                         licenses owned or otherwise controlled by 1493, each of which is more particularly described
                                         at Schedule B, to GSRX for the purposes of permitting GSRX and 1493 to carry on their
                                         respective operations, subject to all applicable laws. For greater clarity, upon the
                                         termination of this Agreement pursuant to Section 5.2 or 5.5, NVPR (or its designated
                                         Affiliate) will do all things necessary to assist GSRX to re-register the 1493 Membership
                                         Interest in the name of GSRX.



 




    	 	 	 



    	CONTINUED Page 19	Option Agreement – Project 1493, LLC




    

 


	11.	General



	11.1	Currency
                                         – All dollar amounts expressed refer to the lawful currency of the United States
                                         of America.



 


	11.2	Costs
                                         – Each Party will bear its own costs in respect of the negotiation, drafting
                                         and settlement of this Agreement.



 


	11.3	News
                                         Releases – The Parties will consult with each other prior to issuing any press
                                         release or making or filing any other statement (collectively, a “Release”)
                                         to a non-Party (including a Governmental Authority) regarding this Agreement or any matter
                                         contemplated herein, or the activities of either Party with respect thereto, with the
                                         disclosing Party advising the other Party of the text of the proposed Release. The other
                                         Party will have two Business Days to provide the disclosing Party with comments on the
                                         proposed Release, and if comments are received from the other Party within such time
                                         the disclosing Party will incorporate the other Party’s reasonable changes to the
                                         Release before the Release is issued, made or filed. If such comments are not received
                                         by the disclosing Party within two Business Days, the disclosing Party is then free to
                                         proceed with disclosure of the Release as originally drafted. In the event that a Release
                                         is required by law or by the rules and regulations of any regulatory authority or stock
                                         exchange having jurisdiction, and in the reasonably held opinion of the disclosing Party
                                         is required by such law or rules and regulations to be released earlier than would permit
                                         the other Party two Business Days to provide comments, then the other Party will provide
                                         its comments at the earliest possible time following receipt of the text of the proposed
                                         Release, provided that nothing herein will prevent a Party from issuing a Release without
                                         having received the comments of the other Party if such immediate release, in the reasonably
                                         held opinion of the disclosing Party, is required by such law or rules and regulations.



 


	11.4	Disputes
                                         and Arbitration



 


		(a)	Any
                                         matter in dispute hereunder will be taken to successively higher levels of the Parties’
                                         management. Once the dispute has reached the president or chief executive officer (as
                                         the case may be) of each of the Parties, any Party may send a written notice to the other
                                         Party indicating that there is a dispute that must be resolved according to this Section
                                         11.4(a). If there is no resolution of the dispute at such level within 30 days of such
                                         notice, then either Party may refer the matter to arbitration under Section 11.4(b).
                                         The arbitration will not be deemed to have commenced until one of the Parties is duly
                                         served with a request for arbitration as provided under Section 11.4(d).



 


		(b)	All
                                         disputes arising out of or in connection with this Agreement, including any question
                                         regarding its existence, validity, performance, effects, interpretation, breach or termination,
                                         will be referred to and finally resolved by arbitration administrated by the International
                                         Court of Arbitration of the International Chamber of Commerce, except as they may be
                                         modified herein or by mutual written agreement of the Parties.



 


		(c)	The
                                         place of arbitration will be Vancouver, British Columbia. The language of arbitration
                                         will be English. There will be (one or three) arbitrator(s).



 




    	 	 	 



    	CONTINUED Page 20	Option Agreement – Project 1493, LLC




    

 


		(d)	Any
                                         Party may, either separately or together with any other Party to this Agreement, initiate
                                         arbitration proceedings pursuant to this Section 11.4 by sending a request for arbitration
                                         to all other Parties to this Agreement and to the International Court of Arbitration
                                         of the International Chamber of Commerce. The arbitration will commence when the recipient
                                         Party receives such notice.



 


		(e)	Any
                                         party may intervene in any arbitration proceedings hereunder by submitting a written
                                         notice of claim, counterclaim or cross-claim against any Party to this Agreement, provided
                                         that such notice is also sent to all other Parties and to the International Court of
                                         Arbitration of the International Chamber of Commerce within 30 days from the receipt
                                         by such intervening party of the relevant request for arbitration or notice of claim,
                                         counterclaim or cross-claim.



 


		(f)	Any
                                         Party named as respondent in a request for arbitration, or a notice of claim, counterclaim
                                         or cross-claim, may join any other Party in any arbitration proceedings hereunder by
                                         submitting a written notice of claim, counterclaim or cross-claim against that party,
                                         provided that such notice is also sent to all other Parties and to the International
                                         Court of Arbitration of the International Chamber of Commerce within 30 days from the
                                         receipt by such respondent of the relevant request for arbitration or notice of claim,
                                         counterclaim or cross-claim.



 


		(g)	Any
                                         joined or intervening party will be bound by any award rendered by the arbitral tribunal
                                         even if such Party chooses not to participate in the arbitration proceedings.



 


	11.5	Governing
                                         Law – This Agreement will be governed by and construed in accordance with the
                                         laws of the Province of British Columbia and the federal laws of Canada applicable in
                                         the Province of British Columbia.



 


	11.6	Notice
                                         – All notices and other communications under this Agreement will be in writing
                                         and may be delivered personally or transmitted by e-mail as follows:



 


To
GSRX:


 


GSRX
Industries Inc..


Building
No. 3, P.E. 606 int. Jose Efron Ave.


Dorado, Puerto Rico 00646


United
States


 


	 	Attention:	Troy
    Nihart, President and Chairman 
	 	Email:	troynihart@gmail.com


 


with
a copy to:


 


Nauth
LPC


217
Queen Street West, Suite 401


Toronto, Ontario M5V 0R2


Canada


 


	 	Attention:	Daniel
    D. Nauth 
	 	Email:	dnauth@nauth.com


 






    	 	 	 



    	CONTINUED Page 21	Option Agreement – Project 1493, LLC




    

 


To
Chemesis or NVPR:


 


Chemesis
International Inc.


2710-200 Granville Street,


Vancouver,
British Columbia V6C 1S4


 


	 	Attention:	Aman
    Parmar, President 
	 	Email:	amanparmar@chemesis.com


 


with
a copy to:


 


Cassels
Brock & Blackwell LLP


Suite 2200, 885 West Georgia Street


Vancouver,
British Columbia V6C 3E8


Canada


 


	 	Attention:	Deepak
    Gill
	 	Email:	dgill@cassels.com


 


or
to such addresses as each Party may from time to time specify by notice. Any notice will be deemed to have been given and received
if personally delivered, then on the day of personal service to the recipient Party or if sent by e-mail transmission and successfully
transmitted prior to 4:00 pm (of the time of the receiving Party) on the day of transmission, and if transmitted after 4:00 pm
(of the time of the receiving Party) on that Business Day then on the next day following the date of transmission.


 


	11.7	Further
                                         Assurances – Each of the Parties will promptly execute or cause to be executed
                                         all documents, deeds, conveyances and other instruments of further assurance which may
                                         be reasonably necessary or advisable to carry out fully the intent of this Agreement.



 


	11.8	Survival
                                         – Sections 7 (Confidentiality), 8.2 (Deliveries after Termination),
                                         8.3 (Further Assurances on Termination), 11.4 (Disputes and Arbitration)
                                         and 11.5 (Governing Law) and all limitations of liability and rights accrued prior
                                         to completion, termination, or expiration of this Agreement will not merge on completion,
                                         termination, or expiration of this Agreement, but will continue in full force and effect
                                         after any termination or expiration of this Agreement as will any other provision of
                                         this Agreement which expressly or by implication from its nature is intended to survive
                                         the termination or expiration of this Agreement.



 


	11.9	Counterparts
                                         – This Agreement may be executed in any number of counterparts and by the different
                                         Parties hereto on separate counterparts, each of which when so executed and delivered
                                         will be an original, but all such counterparts together will constitute one and the same
                                         instrument.



 


	11.10	Entire
                                         agreement – This Agreement (including the Schedule(s) hereto) and all documents
                                         contemplated by or delivered under or in connection with those agreements, constitute
                                         the entire understanding of the Parties with respect to the subject matter of same and
                                         supersede all prior agreements, negotiations, discussions, undertakings, representations,
                                         warranties and understandings, whether written or oral, express or implied, statutory
                                         or otherwise. This Agreement supersedes and replaces the Term Sheet.



 


	11.11	Severability
                                         – If any provision of this Agreement is void, illegal or unenforceable, it
                                         may be severed without affecting the enforceability of the other provisions in this Agreement.



 


	11.12	Waiver
                                         – A waiver of any right, power or remedy under this Agreement must be in writing
                                         signed by the Party granting it. A waiver is only effective in relation to the particular
                                         obligation or breach in respect of which it is given. It is not to be taken as an implied
                                         waiver of any other obligation or breach or as an implied waiver of that obligation or
                                         breach in relation to any other occasion.



 


	11.13	Amendment
                                         – No modification, variation or amendment of this Agreement is of any force
                                         unless it is in writing and has been signed by each of the Parties.



 


[Remainder
of Page Left Intentionally Blank]


 




    	 	 	 



    	CONTINUED Page 22	Option Agreement – Project 1493, LLC




    

 


Should
the foregoing be acceptable, please sign in the space provided at the end of this letter and return the signed letter to us.


 


Yours
truly,


 


	CHEMESIS
    INTERNATIONAL INC.	 
	 	 	 
	By:	                  	 
	Name: 	 	 
	Title:	 	 


 


	NATURAL
    VENTURES PR, LLC.	 
	 	 	 
	By:	         	 
	Name: 	 	 
	Title:	 	 


 


TERMS
OF THIS AGREEMENT ACKNOWLEDGED AS ACCEPTABLE this ___ day of ____________, 2020.


 


	GSRX INDUSTRIES
    INC.	 
	 	 	 
	By:	          	 
	Name: 	 	 
	Title:	 	 


 




    	 	 	 



    	CONTINUED Page 23	Option Agreement – Project 1493, LLC




    

 


Should
the foregoing be acceptable, please sign in the space provided at the end of this letter and return the signed letter to us.


 


Yours
truly,


 





	CHEMESIS
    INTERNATIONAL INC.	 
	 	 	 
	By:	              	 
	Name: 	 	 
	Title:	 	 


 


	NATURAL
    VENTURES PR, LLC.	 
	 	 	 
	By:	       	 
	Name: 	 	 
	Title:	 	 


 


TERMS
OF THIS AGREEMENT ACKNOWLEDGED AS ACCEPTABLE this ___ day of ____________, 2020.


 


	GSRX INDUSTRIES
    INC.	 
	 	 	 
	By:	           	 
	Name: 	 	 
	Title:	 	 


 




    	 	 	 



    	CONTINUED Page 24	Option Agreement – Project 1493, LLC




    

 


Should
the foregoing be acceptable, please sign in the space provided at the end of this letter and return the signed letter to us.


 


Yours
truly,





 


	CHEMESIS
    INTERNATIONAL INC.	 
	 	 	 
	By:	                	 
	Name:	 	 
	Title:	 	 


 


	NATURAL
    VENTURES PR, LLC.	 
	 	 	 
	By:	       	 
	Name:	 	 
	Title:	 	 


 


TERMS
OF THIS AGREEMENT ACKNOWLEDGED AS ACCEPTABLE this ___ day of ____________, 2020.


 


	GSRX INDUSTRIES
    INC.	 
	 	 	 
	By:	         	 
	Name:	 	 
	Title:	 	 


 




    	 	 	 



    	 	Option Agreement – Project 1493, LLC




    

 


SCHEDULE
A


THE
ROYALTY AGREEMENT 


 


(attached).


 




    	 	 	 



     


    

 


SCHEDULE
A


 


THIS
ROYALTY AGREEMENT dated as of ________________, 20 ___________.


 


BETWEEN:


 


NATURAL
VENTURES PR, LLC.


 


(the
“Owner”)


 


-
and -


 


GSRX
INDUSTRIES INC.


 


(the
“Holder”)


 


RECITALS:


 


WHEREAS
the Owner acquired from the Holder pursuant to an option agreement dated as of May 6, 2020 (the “Option Agreement”)
and is the recorded owner of 100% of the issued and outstanding membership interest of Project 1493, LCC (the “1493 Membership
Interest”);


 


AND
WHEREAS pursuant to the terms of the Option Agreement the Owner has agreed to grant to the Holder, in consideration of the
completion of the transactions under the Option Agreement, a royalty on revenues generated from operations of Project 1493, LLC
(“1493”),


 


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 is hereby acknowledged by each of the parties hereto, it is agreed as follows:


 


		1.	Definitions
                                         – the following terms will have the following meanings in this Agreement:



 


		(a)	“1493”
                                         has the meaning set out in the second paragraph of this Agreement;



 


		(b)	“1493
                                         Membership Interest” has the meaning set out in the first paragraph of this
                                         Agreement;



 


		(c)	“Affiliate”
                                         shall have the meaning ascribed to that term in the Option Agreement;



 


		(d)	“Deemed
                                         Gross Returns” means all of the revenues generated in Puerto Rico by the operations
                                         and business of 1493 tracked through the Puerto Rican government approved seed-to-sale
                                         traceability system, as may be approved and changed from time to time, currently provided
                                         by Bio-Tech Medical Software, Inc. through its BioTrackTHC division, and shall be calculated
                                         in accordance with International Financial Reporting Standards;



 




    	 	 	 



    	 	 - 2 -	 



    

 


		(e)	“Encumbrances”
                                         shall have the meaning ascribed to that term in the Option Agreement;



 


		(f)	“Revenues”
                                         means Deemed Gross Revenues calculated with respect to a particular month less Taxes;



 


		(g)	“Royalty”
                                         means the royalty granted to the Holder described in Section 2 of this Agreement;



 


		(h)	“Royalty
                                         Payments” has the meaning set out in Section 2; and



 


		(i)	“Taxes”
                                         means all taxes, levies, duties, royalties (excluding the Royalty contemplated in this
                                         Option Agreement), charges, fees and assessments whatsoever, of any domestic federal,
                                         state or local government or any subdivision thereof, whether now or in the future that
                                         are imposed on or levied against, or allocated to the operations of 1493, purchases with
                                         respect to such operations, and/or any production or sales of products or services, including
                                         without limitation, all value added taxes, any payroll taxes, severance taxes, sales
                                         and use taxes, customs duties, import fees, government royalties, excluding only taxes
                                         based on the net income of the Owner and its Affiliates.



 


		2.	Reservation,
                                         Purchase and Grant of Royalty – Subject to the terms of this Agreement, the
                                         Owner, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and
                                         valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
                                         the Owner, hereby grants, sells, assigns, transfers, conveys and agrees to pay to the
                                         Holder, effective as of the Option Exercise Date (as defined in the Option Agreement),
                                         a revenues interest royalty and the right to receive payments in respect thereof (the
                                         “Royalty Payments”) equal to five percent (5%) of the Revenues realized
                                         by the Owner from the operations of 1493 for the duration of the Term (as defined below
                                         in Section 4).



 


		3.	Time
                                         and Manner of Royalty Payments



 


		(a)	The
                                         Royalty Payments shall be calculated on a calendar month basis and shall become due and
                                         payable thirty (30) days following the last day of such calendar month. Royalty Payments
                                         may be paid in cash, by cheque, bank draft, money order, wire transfer or other acceptable
                                         means as determined by the Owner, in its sole discretion, and the Owner may require the
                                         Holder to pick up such form of Royalty Payment from its head office in Puerto Rico. The
                                         Royalty Payments shall be accompanied by a settlement sheet showing in reasonable detail
                                         the products or services sold or deemed sold by the Owner in the preceding calendar month,
                                         the price of such product or services, tax deductions, and other pertinent information
                                         in sufficient detail to explain the calculation of the Royalty Payments.



 




    	 	 	 



    	 	 - 3 -	 



    

 


		(b)	All
                                         Royalty Payments shall be considered final and in full satisfaction of all obligations
                                         of the Owner with respect thereto.



 


		(c)	The
                                         Holder acknowledges and agrees that the Owner shall be responsible only for the payment
                                         of Royalty Payments in respect of Revenues. Notwithstanding the foregoing, any duty or
                                         obligation required to be performed by or on behalf of the Owner hereunder may be performed
                                         by the manager or operator, if other than the Owner, in respect of 1493.



 


		(d)	All
                                         Royalty Payments will be made subject to withholding or deduction in respect of the Royalty
                                         for, or on account of, any present or future taxes, duties, assessments or governmental
                                         charges of whatever nature imposed or levied by or on behalf of any government having
                                         power and jurisdiction to tax and for which the Owner is obligated in law to withhold
                                         or deduct and remit to such taxing authority having such power and jurisdiction.



 


		4.	Term
                                         – This Agreement shall commence the date hereof and continue for a term of
                                         five



(5)
years thereafter (the “Term”), after which time this Agreement shall terminate and shall be of no further force
and effect.


 


		5.	Representations
                                         and Warranties of the Owner



 


The
Owner hereby represents and warrants as follows:


 


		(a)	it
                                         is duly incorporated, organized, validly existing and in good standing under the laws
                                         of its governing jurisdiction;



 


		(b)	it
                                         has all necessary corporate power and authority to enter into and perform its obligations
                                         under this Agreement and to own the 1493 Membership Interest and to carry on its business
                                         as conducted and as proposed to be conducted in respect of 1493;



 


		(c)	neither
                                         the execution nor delivery of this Agreement nor the consummation of the transactions
                                         contemplated herein nor the compliance with the terms, conditions and provisions of this
                                         Agreement will conflict with or result in a breach of any terms, conditions or provisions
                                         of the charter documents or by-laws of the Owner, any law, rule or regulation having
                                         the force of law, any contractual restrictions that are binding upon the Owner, or any
                                         writ, judgment, injunction, determination or award that is binding upon the Owner;



 


		(d)	this
                                         Agreement has been duly executed and delivered by the Owner and constitutes a valid and
                                         legally binding obligation of the Owner; and



 


		(e)	the
                                         Owner possesses or will possess all material licences, approvals and consents of all
                                         governments and regulatory authorities that are required to properly conduct its business,
                                         including the business of 1493.



 




    	 	 	 



    	 	 - 4 -	 



    

 


		6.	Survival
                                         of Representations and Warranties – All representations, warranties, covenants
                                         and agreements of the Owner set forth in this Agreement shall survive the creation of
                                         the Royalty and shall continue in full force and effect for the benefit of the Holder
                                         for the duration of the Term.



 


		7.	Confidentiality



 


		(a)	Holder
                                         shall not, without the express written consent of the Owner, which consent may be unreasonably
                                         withheld, disclose any non-public information received under this Agreement relating
                                         to the Owner, the Royalty or the 1493 Membership Interest (the “Confidential
                                         Information”), other than to employees, agents or consultants of the Holder
                                         in respect of the administration or enforcement of its rights hereunder, or issue any
                                         press releases relating to the Owner. In addition, the Holder shall not use any Confidential
                                         Information for its own use or benefit except for the purpose of administering or enforcing
                                         its rights under this Agreement.



 


		(b)	The
                                         Holder may disclose Confidential Information to a prospective lender to whom the Holder
                                         may, in good faith, grant an interest in Royalty Payments as security for the Holder’s
                                         bona fide obligations to such lender or if required pursuant to any agreement to which
                                         the Holder is a party at the date of this Agreement, but only if the Owner has been provided
                                         with a confidentiality agreement that includes the confidentiality provisions of Section
                                         7(a), and that has been executed by such lender or other parties to such other agreements,
                                         as the case may be.



 


		(c)	The
                                         Holder may disclose Confidential Information if such disclosure is required for compliance
                                         with applicable laws, rules, regulations or orders of any governmental agency or stock
                                         exchange having jurisdiction over the Holder or its Affiliates.



 


		8.	Maintenance
                                         of 1493 Operations



 


All
decisions regarding the business and operations of 1493 shall be made by the Owner, acting reasonably. The Owner will take commercially
reasonable steps to maintain 1493 in good standing. Prior to abandoning, surrendering or allowing to lapse or expire any part
or parts of any licenses required for the operation of the business of 1493 (the “1493 Licenses”), the Owner
shall: (a) provide written notice to the Holder at least five (5) business days prior to such abandoning, surrendering or allowing
to lapse or expire any part or parts of the 1493 Licenses; and (b) take commercially reasonable steps to transfer the 1493 License(s)
that the Owner intends to abandon, surrender or allow to lapse or expire to the Holder for the sum of $1.00.


 


		9.	No
                                         Implied Covenants



 


The
parties agree that no implied covenants or duties relating to the operations of 1493 or the payment of royalties provided for
herein shall affect any of their respective rights or obligations hereunder, and that the only covenants or duties which affect
such rights and obligations shall be those expressly set forth and provided for in this Agreement.


 




    	 	 	 



    	 	 - 5 -	 



    

 


		10.	Dispute
                                         Resolution



 


		(a)	Any
                                         matter in dispute hereunder will be taken to successively higher levels of the parties’
                                         management. Once the dispute has reached the president or chief executive officer (as
                                         the case may be) of each of the parties, any party may send a written notice to the other
                                         party indicating that there is a dispute that must be resolved according to this Section
                                         10(a). If there is no resolution of the dispute at such level within 30 days of such
                                         notice, then either party may refer the matter to arbitration under Section 10(b). The
                                         arbitration will not be deemed to have commenced until one of the parties is duly served
                                         with a request for arbitration as provided under Section 10(d).



 


		(b)	All
                                         disputes arising out of or in connection with this Agreement, including any question
                                         regarding its existence, validity, performance, effects, interpretation, breach or termination,
                                         will be referred to and finally resolved by arbitration administrated by the International
                                         Court of Arbitration of the International Chamber of Commerce, except as they may be
                                         modified herein or by mutual written agreement of the parties.



 


		(c)	The
                                         place of arbitration will be Vancouver, British Columbia. The language of arbitration
                                         will be English. There will be (one or three) arbitrator(s).



 


		(d)	Any
                                         party may, either separately or together with any other party to this Agreement, initiate
                                         arbitration proceedings pursuant to this Section 10 by sending a request for arbitration
                                         to all other parties to this Agreement and to the International Court of Arbitration
                                         of the International Chamber of Commerce. The arbitration will commence when the recipient
                                         party receives such notice.



 


		(e)	Any
                                         party may intervene in any arbitration proceedings hereunder by submitting a written
                                         notice of claim, counterclaim or cross-claim against any party to this Agreement, provided
                                         that such notice is also sent to all other parties and to the International Court of
                                         Arbitration of the International Chamber of Commerce within 30 days from the receipt
                                         by such intervening party of the relevant request for arbitration or notice of claim,
                                         counterclaim or cross-claim.



 


		(f)	Any
                                         party named as respondent in a request for arbitration, or a notice of claim, counterclaim
                                         or cross-claim, may join any other party in any arbitration proceedings hereunder by
                                         submitting a written notice of claim, counterclaim or cross-claim against that party,
                                         provided that such notice is also sent to all other parties and to the International
                                         Court of Arbitration of the International Chamber of Commerce within 30 days from the
                                         receipt by such respondent of the relevant request for arbitration or notice of claim,
                                         counterclaim or cross-claim.



 


		(g)	Any
                                         joined or intervening party will be bound by any award rendered by the arbitral tribunal
                                         even if such party chooses not to participate in the arbitration proceedings.



 




    	 	 	 



    	 	 - 6 -	 



    

 


		11.	Change
                                         in Ownership of Right to Royalty



 


No
change or division in the ownership of the Royalty or the right to Royalty Payments, however accomplished, shall enlarge the obligations
or diminish the rights of the Owner. The Holder covenants that any change in ownership of the Royalty Payments shall be accomplished
in such a manner that the Owner shall be required to make payments and give notice to no more than one person, firm, corporation,
or entity, and upon breach of this covenant, the Owner may retain all Royalty Payments otherwise due until such breach has been
cured. No change or division in the ownership of the Royalty or right to Royalty Payments shall be binding on the Owner until
the Holder shall have delivered to the Owner a certified copy of the instrument evidencing the change or division in such ownership.


 


		12.	General
                                         Provisions



 


		(a)	Further
                                         Assurances; Registration of Interest



 


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 document or action, unless expressly indicated otherwise.


 


		(b)	Binding
                                         Effect



 


All
covenants, conditions, and terms of this Agreement shall bind and enure to the benefit of the parties hereto, their respective
successors and assigns. Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership,
commercial partnership, or other partnership relationship between the Owner and the Holder.


 


		(c)	Governing
                                         Law



 


This
Agreement shall be governed by and construed under the laws of the Province of British Columbia and the federal laws of Canada
applicable therein.


 


		(d)	Time
                                         of Essence



 


Time
is of the essence in this Agreement.


 


		(e)	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.


 




    	 	 	 



    	 	 - 7 -	 



    

 


		(f)	Accounting
                                         Principles



 


All
calculations hereunder shall be made in accordance with International Financial Reporting Standards.


 


		(g)	Currency



 


All
dollar amounts or references to $ herein refer to the lawful currency of the United States of America.


 


		(h)	Assignment
                                         or Transfer



 


The
Owner shall be entitled to assign, in whole but not in part, its obligations under this Agreement to an Affiliate provided: (i)
such Affiliate shall agree in writing with the Holder to be bound by the obligations of the Owner to be performed hereunder; (ii)
that the Owner shall expressly agree in writing to remain liable for the due performance of its obligations hereunder; and (iii)
that the Owner shall provide: (A) written notice thereof to the Holder at least five (5) business days prior to such assignment;
and (B) executed copy of the agreement evidencing: (I) the Affiliate’s agreement with the Holder to be bound by the obligations
of the Owner to be performed hereunder; and (II) the Owner’s agreement to remain liable for the due performance of its obligations
hereunder. The Owner shall not transfer, assign, sell or dispose of, in any manner whatsoever, all or any part of its right, title
and interest in and to the 1493 Membership Interest or its obligations under this Agreement to any non-Affiliate transferee without
the prior written consent of the Holder and unless such non-Affiliate transferee agrees in writing with the Holder to assume the
obligations of the Owner pursuant to the terms of this Agreement and the Option Agreement, in which event the defined term “Owner”
herein shall mean such permitted assignee or transferee and the Owner shall be released from its obligations herein and therein
in respect of such part or parts so transferred or assigned, other than in respect of those obligations of the Owner which expressly
survive the termination of this Agreement and the Option Agreement unless such obligations have been specifically assumed by an
agreement in writing with the Holder by such permitted assignee or transferee, and the Holder shall execute such release in such
form as the Owner deems advisable. For the avoidance of doubt, the Holder may assign this Agreement and its rights, interests
and obligations hereunder, in whole but not in part, to any person after providing written notice thereof to the Owner at least
five (5) business days prior to such assignment.


 


		(i)	Notices



 


All
notices delivered under this Agreement shall be delivered in accordance with the notice provisions set out in the Option Agreement.


 


		(j)	Entire
                                         Agreement



 


This
Agreement, together with the Option Agreement, constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the
parties. Except as may be specifically set forth in this Agreement, there are no representations, warranties, conditions, or other
agreements or acknowledgments, whether direct or collateral, express or implied, that form part of or affect this Agreement, or
which induced any party to enter into this Agreement or on which reliance is placed by either party.


 


		(k)	Counterparts



 


This
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which when so executed and delivered will be an original, but all such counterparts together will constitute one and the same
instrument.


 


[Remainder
of Page Left Intentionally Blank]


 




    	 	 	 



    	 	 - 8 -	 



    

 


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


 





	 	NATURAL VENTURES PR, LLC.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 
	 	 	            
	 	GSRX INDUSTRIES INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 




    	 	 	 



    		Option Agreement – Project 1493, LLC




    

 


SCHEDULE
B


1493
LICENSES


 


		(1)	Pre-qualification
                                         Facility in Bayamón, Puerto Rico. The Bayamón property is a 3,000 square
                                         foot facility, of which the Company uses to operate a medical cannabis dispensary.



 


		(2)	Pre-qualification
                                         Facility in Guaynabo, Puerto Rico. The Guaynabo property is a 1,200 square foot facility,
                                         of which the Company uses to operate a medical cannabis dispensary.



 


		(3)	Pre-qualification
                                         Facility in Isla Verde sector, in Carolina, Puerto Rico. The Isla Verde property
                                         is a 1,800 square foot facility, of which the Company uses to operate a medical cannabis
                                         pharmacy.



 


		(4)	Operational
                                         Dispensary in Dorado, Puerto Rico. The Dorado property is a 1,900 square foot facility,
                                         of which the Company uses to operate a medical cannabis dispensary.



 


		(5)	Operational
                                         Dispensary in Carolina, Puerto Rico. The Carolina property is a 2,500 square foot
                                         facility, of which the Company uses to operate a medical cannabis dispensary.



 


		(6)	Operational
                                         Dispensary in Hato Rey, Puerto Rico. The Hato Rey property is a 1,150 square foot
                                         facility, of which the Company uses to operate a medical cannabis dispensary.



 


		(7)	Operational
                                         Dispensary in Fajardo, Puerto Rico. The Fajardo property is a 2,774 square foot facility,
                                         of which the Company uses to operate a medical cannabis dispensary.



 


		(8)	Operational
                                         Dispensary in San Juan, Puerto Rico. The San Juan property is a 1,150 square foot
                                         facility, of which the Company uses to operate a medical cannabis dispensary.