Avisa Diagnostics Inc. — Capital/Financing Update 2021

Aug 11, 2021

JOINDER TO THE SHARE SUBSCRIPTION AGREEMENT

RE: Share subscription agreement made as of March 22, 2021, amended and restated in their entirety the similar agreements signed January 23, 2020 and July 30, 2020 (the “Share Subscription Agreement”), among Avisa Pharma Inc., GEM GLOBAL YIELD LLC SCS, GEM Yield Bahamas Limited and the persons whose names and addresses are set out in Schedule 2 of the Share Subscription Agreement (the “Share Lenders”, each a “Share Lender”)

WHEREAS all capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Share Subscription Agreement;

AND WHEREAS Avisa Diagnostics Inc. (formerly, FogChain Corp.) (the “ Resulting Company ”) is the resulting company from the reverse takeover transaction with Avisa Pharma Inc. in accordance with the merger agreement and plan of reorganization dated February 1, 2021;

AND WHEREAS pursuant to the terms and conditions of the Share Subscription Agreement, the Company shall cause the Resulting Company to become a party to the Share Subscription Agreement;

AND WHEREAS the undersigned shareholder (the “ Shareholder ”) of the Resulting Company holds unrestricted, freely tradable Common Shares and wishes to offer to lend Common Shares to the Investor on the terms and conditions set out in the Share Subscription Agreement;

AND WHEREAS as a condition of share lending, the undersigned shall become a party to the Share Subscription Agreement.

THIS JOINDER WITNESSES that in consideration of the premises, mutual covenants and agreements herein set forth, the parties mutually covenant and agree as follows:

1. The Resulting Company hereby confirms and agrees (i) to be bound by all of the terms and provisions thereof and shall have the obligations of the Resulting Company thereunder; and (ii) that each reference in the Share Subscription Agreement to the Resulting Company shall as of and from the date hereof mean and be a reference to the Resulting Company.

2. The Shareholder hereby confirms and agrees (i) to be bound by all of the terms and provisions thereof and shall have the obligations of a Share Lender thereunder; and (ii) that each reference in the Share Subscription Agreement to a “Share Lender” or the “Share Lenders” shall mean and be a reference to the Shareholder.

3. With effect on and from the date of this Joinder, each of the Resulting Company and the Shareholder will be entitled to the benefit of the provisions of the Share Subscription Agreement, including without limitation all representations, warranties and covenants of the other parties hereto under the Share Subscription Agreement, as if each had been a party to the Share Subscription Agreement as of and from the date hereof.

4. Except as otherwise modified herein, each of the undersigned confirms, acknowledges and agrees that the provisions of the Share Subscription Agreement shall continue in full force and effect.

5. This Joinder, including the Schedule 2 attached hereto, once executed, shall be incorporated and form part of the Share Subscription Agreement.

6. This Joinder is binding upon each of the undersigned and each of their respective successors and permitted assigns and shall enure to the benefit of each of the undersigned and their respective successors and assigns.

JOINDER TO SHARE SUBSCRIPTION AGREEMENT

1. This Joinder is governed by and shall be construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein.

2. Delivery by electronic transmission of an executed counterpart (including, for certainty, by DocuSign) of this Joinder is as effective as delivery of an originally executed counterpart of this Joinder.

[ Signature Page to Follow ]

JOINDER TO SHARE SUBSCRIPTION AGREEMENT

DATED as of the date first referenced above.

SHAREHOLDER

Name: [Redacted] Title: [Redacted]

AVISA DIAGNOSTICS INC.

“David S. Joseph” David S. Joseph President & Chief Executive Officer

JOINDER TO SHARE SUBSCRIPTION AGREEMENT

SCHEDULE 2

DETAILS OF SHARE LENDERS

SHARE LENDER’S NAME

[Redacted (personal information)]

SHARE LENDER’S ADDRESS INITIAL PERCENTAGE AND EMAIL ADDRESS COMMITMENT OF LOAN SHARES

[Redacted (personal [Redacted (personal information)] information)]

JOINDER TO SHARE SUBSCRIPTION AGREEMENT