Panorama Capital Corp. — Merger & Acquisition 2020

Oct 3, 2020

DocuSign Envelope ID: 771198CE-B4D0-4005-9DCB-756F776E7F5A

AMENDING AGREEMENT

THIS AMENDING AGREEMENT (the “ Agreement ”) is made as of the 30th day of September, 2020.

AMONG:

PANORAMA CAPITAL CORP. , a corporation incorporated under the laws of British Columbia

(“ Panorama ”)

AND:

PANORAMA CAPITAL USA INC. , a corporation incorporated under the laws of Delaware

(“ Subco ”)

AND:

AVISA PHARMA INC. , a corporation incorporated under the laws of Delaware

(“ Avisa ”)

WHEREAS Panorama, Avisa and Subco are parties to a merger agreement and plan of reorganization dated June 17, 2020 (the “ Merger Agreement ”);

AND WHEREAS each of Panorama, Subco and Avisa desire to amend the Merger Agreement as set forth in this Agreement;

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

1. The definition of “Consolidation” set forth in Section 1.1 of the Merger Agreement is hereby amended to delete the words “three (3)” contained therein and replace them with the words “two (2)”.

2. The definition of “Private Placement” set forth in Section 1.1 of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“ Private Placement ” means the issuance of a minimum of 2,487,775 Subscription Receipts by way of a private placement by the Company through the Agents at a price of $0.64 per Subscription Receipt for aggregate gross proceeds to the Company of a minimum of $1,592,176 pursuant to the Agency Agreement.

1. Section 2.1 of the Merger Agreement is hereby amended to delete the words “September 30, 2020” contained therein and replace them with the words “January 6, 2021”.

==> picture [469 x 23] intentionally omitted <==

{02562224;1} LEGAL_34745806.3

DocuSign Envelope ID: 771198CE-B4D0-4005-9DCB-756F776E7F5A

2

1. Section 8.1(d) of the Merger Agreement is hereby amended to delete the words “which for greater clarity, is not subject to a minimum amount of gross proceeds” and to replace them with the words “for minimum aggregate gross proceeds to the Company of $1,592,176”.

2. Section 8.2(e) of the Merger Agreement is hereby amended to delete the words “which for greater clarity, is not subject to a minimum amount of gross proceeds” and to replace them with the words “for minimum aggregate gross proceeds to the Company of $1,592,176”.

3. Section 10.1(e) of the Merger Agreement is hereby amended to delete the words “September 30, 2020” contained therein and replace them with the words “January 6, 2021”.

4. Section 11.8 of the Merger Agreement is hereby amended to delete the words “provided, however (and for greater certainty), the Company shall be responsible for paying all costs and fees payable to the TSXV” contained therein and replace them with the words “provided, however (and for greater certainty), the Company shall be responsible for paying all costs and fees payable to the TSXV, other than the initial TSXV filing fee in respect of the Qualifying Transaction which has been paid by Panorama”.

5. The Merger Agreement and this Agreement shall together constitute and be read as one and the same written instrument. Except as otherwise amended by the foregoing, the provisions of the Merger Agreement shall be and continue in full force and effect and are hereby confirmed as of the date hereof.

6. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

7. This Agreement may be executed in several counterparts (by original or facsimile or e-mail transmitted signature), each of which when so executed shall be deemed to be an original and all counterparts, if executed by each of the parties, shall constitute a valid and enforceable agreement among the parties.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the conflict of law principles therein.

[ Remainder of this page left blank intentionally ]

==> picture [469 x 23] intentionally omitted <==

{02562224;1}

LEGAL_34745806.3

DocuSign Envelope ID: 771198CE-B4D0-4005-9DCB-756F776E7F5A

3

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

PANORAMA CAPITAL CORP.

per: __________________________ Authorized Signatory

PANORAMA CAPITAL USA INC.

per: __________________________ Authorized Signatory

AVISA PHARMA INC.

per: ___________________________ Authorized Signatory

==> picture [469 x 23] intentionally omitted <==

{02562224;1}

LEGAL_34745806.3