Quest PharmaTech Inc. — Capital/Financing Update 2020

Apr 28, 2020

OFFSET AGREEMENT

This Offset Agreement (the "Offset Agreement") is entered into as of this 20th day of April, 2020 (the "Effective Date"), by and between OncoQuest Inc., a company incorporated under the laws of Canada, with offices at 8123 Roper Rd NW, Edmonton, AB T6E 6S4, Canada ("OQ") and Dual Industrial Co. Ltd., a company incorporated under the laws of the Republic of Korea, with offices at Address Information Redacted Address Information Redacted Republic of Korea ("Dual"). OQ and Dual may be referred to herein separately as a "Party" or together as the "Parties."

WHEREAS:

• The Parties will enter into an Asset Transfer Agreement of even date whereby, $\mathbf{A}$ . subject to certain conditions precedent, OQ has agreed to transfer the Purchased Assets, as defined therein (the "Asset Transfer Agreement"), to Dual in consideration of Dual's payment to OQ of Three Hundred Sixty-Five Billion Ninety-Nine Million Nine Hundred Ninety-Nine Thousand Eight Hundred and Eighty-Five (365,099,999,885) Korean Won (the "Purchase Price");
• B. Section 9.2 of the Asset Transfer Agreement provides that the Parties may offset the Purchase Price of the Purchased Assets pursuant to the terms of an offset arrangement;
• The Parties now wish to enter into an arrangement whereby the Purchase Price is $\mathbb{C}$ . offset.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Article 1

The Parties hereby agree to offset the Purchase Price in the following manner:

1.1 Forty-Eight Billion Six Hundred Eighty Million (48,680,000,000) Korean Won of the Purchase Price shall be offset on the Effective Date by the repurchase of the corresponding value of 2,000,000 OQ common shares issued to, purchased and held

44547006.11

$U \subset I$

by Dual pursuant to a share subscription agreement entered into by the Parties on March 6, 2020.

• 1.2 Up to Twelve Billion One Hundred Seventy Million (12,170,000,000) Korean Won of the portion of the Purchase Price that has been increased pursuant to the revaluation of the Purchased Assets shall be offset on or before June 30, 2020, by the repurchase of the corresponding value of 500,000 OQ common shares issued to, purchased and held by Dual pursuant to a share subscription agreement entered into by the Parties on March 6, 2020, provided that the date of offset may be extended due to the impact of COVID-19.
• One Hundred Three Billion Four Hundred and Forty-Five Million $1.3₁$ (103,445,000,000) Korean Won of the Purchase Price shall be offset by convertible bonds issued pursuant to a convertible bond subscription agreement entered into by the Parties on even date.
• To the extent that the Purchase Price is offset pursuant to this Agreement, OQ's $1.4$ obligation under Section 1.8 of the March 6 Share Subscription Agreement to repurchase the OQ common shares issued to and held by Dual, shall be null and void.

IN WITNESS WHEREOF, the Parties have executed this Offset Agreement in duplicate originals by their duly authorized representatives as of the Effective Date.

Dual Industrial Co. Ltd		OncoQuest Inc.
By:	Signature Info Redacted	By:
Name:		R-MADYALARA Name:
Title:		Title: ھن

44547006.11