Exhibit
10.15


 


POINT
Biopharma Corp. 


22
St. Clair Ave. East, Suite 1201, 


Toronto,
ON M4T 2S3


 


Ari
Shomair


 


POINT
Biopharma Corp. Employment Agreement


 


April
23, 2020




     


     


    

POINT
Biopharma Corp. Employment Agreement


 


to
be effective as of and from 

the Effective Date (as defined below)


 


PRIVATE
AND CONFIDENTIAL


 


Ari
Shomair 


23
Annex Lane 


Toronto,
Ontario 


M5R
3V2


 


Dear
Ari:


 


		Re:	Terms
                                         of Employment of Ari Shomair (“you” or the “Employee”) with POINT
                                         Biopharma Corp. (the “Company”)



 


This
Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment
agreement.


 


For
and in consideration of the promises herein and other valuable consideration, the parties agree as follows:


 


Article
1 Interpretation


 


1.1          Definitions


 


For
the purposes of this Agreement:


 


		1.1.1	“$”
                                         means CDN dollars.



 


		1.1.2	“Affiliate”
                                         means with respect to a Person, any Person that, directly or indirectly, Controls, is
                                         Controlled by, or is under common Control with such Person, including, without limitation,
                                         any partner, officer, director, or member of such Person and any venture capital fund
                                         now or hereafter existing that is Controlled by or under common Control with one or more
                                         general partners or shares the same management company or investment manager with such
                                         Person, and including any parent or subsidiary company of such Person.



 


		1.1.3	“Agreement”
                                         means this employment agreement and the exhibits hereto.



 


		1.1.4	“Base
                                         Salary” shall have the meaning set out in Section 3.2 (Base Salary)



 


		1.1.5	“Business”
                                         means the business of the Company described in Exhibit 1.1.5.







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		1.1.6	“Business
                                         Information” means all business information, including information regarding:









		.1	commercial
                                         strategies, business plans, business methods, corporate plans, management systems, finances,
                                         new business opportunities, marketing or sales of any past, present or future product
                                         or service, including, without limitation, sales targets and statistics, market share
                                         and pricing statistics, marketing surveys and plans, market research reports, sales techniques,
                                         price lists, discount structures, advertising and promotional material;



 


		.2	financial
                                         information, compensation and investment arrangements, terms of agreements, financial
                                         structure, financial position, financial results or other financial affairs, actual or
                                         proposed transactions or investments or other confidential information; and



 


		.3	the
                                         name, address, telephone number, contact name and identity of each of the Key Contacts,
                                         the nature of their business operation, and all confidential aspects of their business
                                         relationship or potential business relationship with the Company or any Affiliate of
                                         the Company.



 


		1.1.7	“Cause”
                                         shall have the meaning set out in Section 6.6 (Termination by Company for Cause).



 


		1.1.8	“Vice
                                         President, Corporate Affairs & Strategy” shall have the meaning set out
                                         in Section 2.1 (Position and Duties).



 


		1.1.9	“Change
                                         of Control” shall be deemed to have occurred if any of the following occurs
                                         after the Effective Date and before the Termination Date:



 


		.1	any
                                         “person” or “group” (as such terms are defined below) is or becomes
                                         the “beneficial owner” (as defined below, except that a “person”
                                         or “group” shall be deemed to have “beneficial ownership” of
                                         all shares of capital stock or other equity interests if such person or group has the
                                         right to acquire such shares or interests, whether such right is exercisable immediately
                                         or only after the passage of time), directly or indirectly, in a transaction or series
                                         of related transactions, of shares of capital stock or other interests (including partnership
                                         interests) of the Company then outstanding and normally entitled (without regard to the
                                         occurrence of any contingency) to vote in the election of the directors, managers or
                                         similar supervisory positions (“Voting Stock”) of the Company representing
                                         more than fifty percent (50%) of the total voting power of all outstanding classes of
                                         Voting Stock; or;



 


		.2	a
sale of substantially all of the assets of the Company; or






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		.3	the
                                         Company enters into a merger, reverse-merger, amalgamation, arrangement, consolidation
                                         or other form of business combination, share exchange, reorganization, recapitalization,
                                         transfer or other similar transaction with another Person (whether or not the Company
                                         the surviving entity) and as a result of such transaction (a) the members of the board
                                         of directors of the Company immediately prior to such transaction constitute less than
                                         a majority of the members of the board
of directors of the Company or such surviving entity immediately following such transaction or (b) the Persons that beneficially
owned, directly or indirectly, the shares of Voting Stock of the Company immediately prior to such transaction cease to beneficially
own, directly or indirectly, shares of Voting Stock of the Company representing at least a majority of the total voting power
of all outstanding classes of Voting Stock of the surviving entity immediately following such transaction.



  


Notwithstanding
the foregoing, a Change of Control resulting from a Financing or from corporate changes between Company Affiliates is deemed not
to be a Change of Control for the purposes of this Agreement.


 


		1.1.10	“Confidential
                                         Information” means all non-public information, knowledge, or data pertaining
                                         to the business, affairs and technology of the Company or any Affiliate of the Company,
                                         including:



 


		.1	Technical
Information and Business Information;



 


		.2	your
Work Product; and



 


		.3	information
                                         secured by the Company from Persons subject to an obligation of confidentiality;



 


and,
in all cases, all copies and tangible embodiments thereof, in whatever form or medium, all whether furnished or prepared before
or after the Effective Date.


 


		1.1.11	“Control”
                                         or “Controls” means, in relation to a corporation or a partnership,
                                         as the case may be:



 


		.1	the
                                         right to cast a majority of the votes that may be cast at a general meeting of the shareholders
                                         of a corporation;



 


		.2	the
                                         right to elect or appoint, directly or indirectly, a majority of the directors of a corporation;



 


		.3	to
                                         hold more than 50% of the interests of a partnership other than a limited partnership;
                                         and



 


		.4	to
be the general partner of a limited partnership.



 


		1.1.12	“Effective
                                         Date” shall have the meaning set out in Section 2.4



 


		1.1.13	“Financing”
                                         means capital secured for, and accepted by, the Company including without limitation
                                         through any purchase, transfer or other disposition of any debt, equity or other securities
                                         of the Company.






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		1.1.14	“Inventions”
                                         means any and all discoveries, developments, enhancements, improvements, concepts, formulas,
                                         processes, ideas, writings, whether or not reduced
to practice, industrial and other designs, patents, patent applications, provisional patent applications, continuations, continuations-in-part,
substitutions, divisionals, reissues, renewals, re- examinations, extensions, supplementary protection certificates or the like,
trade secrets or utility models, copyrights and other forms of intellectual property including all applications, registrations
and related foreign applications filed and registrations granted thereon.



  


		1.1.15	“Key
                                         Contacts” means the actual and potential: licensors, licensees, sublicensees,
                                         collaborators, partners, investors, shareholders, acquirers, lenders or merger candidates,
                                         suppliers and customers of the Company or any Affiliate of the Company.



 


		1.1.16	“Notice
                                         Period” shall have the meaning set out in Section 6.1 (Termination by Employee)



 


		1.1.17	“Objectives”
                                         shall have the meaning set out in Section 3.3 (Annual Bonus)



 


		1.1.18	“Option
                                         Agreement” shall have the meaning set out in Section 3.5 (Stock Options).



 


		1.1.19	“Person”
                                         means any individual, partnership, joint venture, syndicate, sole proprietorship, company
                                         or corporation with or without share capital, trust, trustee, executor, administrator,
                                         or other legal personal representatives, regulatory body or agency, government or governmental
                                         agency, authority or entity howsoever designated or constituted.



 


		1.1.20	“Technical
                                         Information” means all technical information of the Company or any Affiliate
                                         of the Company, including information regarding knowledge or data of an intellectual,
                                         technical, scientific or industrial nature, including compositions of matter, techniques,
                                         specifications, standards, technical data, uses of matter, practices, methods, computer
                                         data, scientific strategies and concepts, clinical and regulatory strategies and concepts,
                                         test data, research data, analytical and quality control data, formulation data, manufacturing
                                         data, development information, filings for the protection of intellectual property protection,
                                         drawings, specifications, designs, plans, proposals, reports, formulas, compilations,
                                         research data and manuals.



 


		1.1.21	“Term
                                         of Employment” means the period from the Effective Date until the date on which
                                         your employment with the Company ceases in accordance with Article 6.



 


		1.1.22	“Termination
                                         Date” shall have the meaning set out in Section 6.7.



 


		1.1.23	“Work
                                         Product” means any and all works of authorship, including



 


		.1	all
                                         Inventions and possible Inventions relating to the Company’s Business resulting
                                         from any work performed by you for the Company that you may invent or co-invent during
                                         your involvement in any capacity with the Company, except those Inventions invented by
                                         you entirely on your own time that do not relate to the Company’s Business or do
                                         not derive from any equipment, supplies, facilities, Confidential Information
or other information, gained, directly or indirectly, by you from or through your involvement in any capacity with the Company;
and







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		.2	all
                                         Technical Information and Business Information resulting from any work performed by you
                                         for the Company; and includes all analyses, compilations, studies, reports or other documents
                                         prepared by you based upon or including any such information, data or knowledge of the
                                         Company or any Affiliate of the Company.



 


Article
2 Position, Duties and Service


 


2.1         Position
and Duties


 


You
will be employed by and will serve the Company, having the duties and functions customarily performed by, and having all responsibilities
customary to, Vice President, Corporate Affairs & Strategy, including those described in Exhibit 2.1.


 


You
will report directly to the CEO of the Company. The rights of the Company as provided in this Agreement may be exercised on behalf
of the Company only by the CEO, Board, or by a committee or person expressly designated for such purposes by the Board.


 


2.2         Changes
to Duties


 


Your
duties and functions pertain to the Company or any Affiliate of the Company and may be varied or added to from time to time by
the CEO and the Board in its discretion.


 


2.3         Service
to the Company


 


During
the Term of Employment, you will:


 


		2.3.1	well
                                         and faithfully serve the Company, at all times act in the best interests of the Company,
                                         and, to the extent necessary to discharge the responsibilities assigned to you hereunder,
                                         you will use your best efforts to perform faithfully and efficiently such responsibilities;



 


		2.3.2	apply
                                         your skill and experience to the performance of your duties in such employment;



 


		2.3.3	comply
                                         with all policies and procedures from time to time formulated by the Company;



 


		2.3.4	devote
                                         all of your working time, attention and energies to the business and affairs of the Company;
                                         and



 


		2.3.5	not,
                                         without the prior approval of the Company, carry on or engage in any other business or
                                         occupation or become a director, officer, employee or agent of or hold any position or
                                         office with any other company, firm or person other than the Company, except as disclosed
                                         in Exhibit 2.3.5 or as a volunteer for a non-profit organization, engaging in civic,
                                         religious, educational or other community activities, or maintaining personal investments
                                         or a personal holding company, provided that such
activities do not materially interfere with the performance of your duties under this Agreement.







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2.4          Term


 


The
terms and conditions of this Agreement shall have effect as and from March 23, 2020 (the “Effective Date”)
and throughout the Term of Employment.


 


Article
3 Compensation Generally


 


3.1         No Other Compensation or Benefits


 


You
will be compensated as set out in this Article. Unless otherwise agreed by the parties in writing, you expressly acknowledge and
agree that you will not be entitled by reason of your employment by the Company or by reason of any termination of such employment,
to any remuneration, compensation, severance, damages or benefits other than as expressly set forth in this Agreement, the Option
Agreement and as expressly required by applicable employment standards legislation.


 


3.2         Base
Salary


 


During
the Term of Employment, the Company will pay you an annual base salary (the “Base Salary”):


 


		3.2.1	at
the rate of $200,000 per annum based on Full-time Employment



 


At
the outset of this Agreement, when only Part-time Employment is possible due to your outstanding obligations, your Base Salary
will be reduced to the rate of $120,000 per annum. In order to revert your Base Salary to your Full-time Employment rate of $200,000
per annum, you must send a notice stating your request to begin Full-time Employment to the CEO. If the CEO approves the request,
Full-time Employment and its associated Base Salary will commence at the beginning of the next pay period following the approval
of the request.


 


Base
Salary will be payable on a bi-weekly basis (26 pay periods), subject to applicable withholdings and deductions. The Base Salary
will be reviewed on an annual basis, or as otherwise determined by the Company. Any merit increases are subject to the approval
and discretion of the Board. As a managerial employee of the Company, you are not entitled to overtime pay.


 


3.3          Annual
Bonus


 


An
annual bonus will be in effect, and is based on you meeting established performance objectives and due 30 days after the board
has approved the corporate yearend financial statements. During the Term of Employment, you will be eligible for a target
cash bonus of up to 25% of your Base Salary under this Agreement if the Board (or the Company’s Compensation Committee),
in its sole discretion, determines that the Company has met its short-term and long-term business performance objectives and that
you have met your personal performance objectives (together, the “Objectives”), which Objectives will be established
on an annual basis by the CEO and Board (or the Company’s Compensation Committee) in consultation with you. Payment of the
performance bonus (less all applicable statutory deductions by the Company) will be made to you once approved by the Board (or
Company’s Compensation Committee), and within 30 days after the board has approved the corporate yearend financial statements,
provided that, except as otherwise set out in this Agreement, at the time of such approval, you hold current active employment
status with the Company. You acknowledge that participation in any incentive or bonus plan during any one year confers no rights
upon you or any obligations on the Company to continue the plan or entitle you to participate in the plan in succeeding years.
Except only as expressly required by the applicable employment standards legislation, as amended, no incentives or bonuses will
be paid or are payable to you following the Termination Date and you waive any entitlement to damages in lieu thereof whether
pursuant or attributable to any common law notice period or otherwise.



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		3.4	Common
                                         Shares 



 


Not
applicable


 


		3.5	Stock
                                         Options 



 


From
time to time, subject to the terms and conditions of the Option Agreement and at the approval of the Board of Directors, you may
be entitled to receive an annual performance-based allocation of stock options in the Company equivalent in shares to 20% of your
salary, i.e. $200,000 X 20% = 40,000 shares.


 


Except
only as expressly required by applicable employment standards legislation, as amended, or expressly required by the terms of this
Agreement, as of the Termination Date, there shall be no further awards of or vesting of stock options, restricted stock units,
or other equity-based compensation, and any unvested stock options, restricted stock units, or other equity-based compensation
shall immediately be cancelled and terminate, and you waive any entitlement to damages in lieu thereof whether pursuant or attributable
to any common law notice period or otherwise.


 


3.6   
       Stock Options in the Event of a Change of Control


 


Subject
to the terms and conditions of the Option Agreement, in the event that as of the date of a Change of Control, you hold unvested
stock options that had been granted to you under the Option Agreement, such unvested stock options shall immediately vest and
shall be exercisable in accordance with the terms and conditions of the Option Agreement.


 


3.7     
     Reimbursement for Expenses


 


As
of the Effective Date, the Company agrees to reimburse you for reasonable travelling and other expenses incurred in the course
of employment. For all such expenses, you will be required to keep proper accounts and to furnish such statements and vouchers
to the Company.


 


3.8     
     Vacation


 


During
the Term of Employment, you will be entitled to 20 working days’ vacation, pro -rated for any partial year of employment.
The Company reserves the right to request that vacations be scheduled so as not to conflict with business needs. While you must
take at least your minimum statutory entitlement to vacation each year, any unused vacation balance remaining at calendar year
end in excess of minimum statutory vacation entitlements may be carried over into the subsequent calendar year to a cumulative
maximum not exceeding 40 working days of vacation. Subject to applicable employment standards legislation, any vacation carried
over in excess of 40 days will be forfeited. 




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3.9          Benefits


 


During
the Term of Employment, the Company will provide for group health, drugs, dental, vision and life insurance benefits through a
mutually agreeable arrangement as is made available to its executives from time to time. You hereby acknowledge that coverage
under any benefit plan, or alternate plan arrangement as agreed upon in effect from time to time is subject to availability and
other requirements of the applicable insurer and that the components of the benefits plan may be amended, modified or terminated
from time to time by the Company in its sole discretion, and that this may include terminating or changing carriers.


 


Article
4 Intellectual Property Rights


 


4.1          Obligation
of Confidentiality


 


You
understand and agree that in the course of your employment with the Company, both before and after the Effective Date, you have
obtained and will obtain knowledge of Confidential Information. You agree that unless the Company otherwise agrees in writing
or except as required by law or disclosed pursuant to a confidential disclosure agreement executed by the Company and the recipient:


 


		4.1.1	you
                                         will keep all Confidential Information learned or acquired by you, disclosed to you or
                                         developed by you, as a result of or in connection with or during the course of your employment
                                         by the Company, whether before or after the Effective Date, strictly confidential;



 


		4.1.2	all
                                         Confidential Information shall, as between you and the Company, be and remain the property
                                         of the Company; and



 


		4.1.3	you
                                         will not at any time, during or after your employment with the Company, disclose any
                                         Confidential Information to any Person other than the Company, or use any Confidential
                                         Information for the benefit of any Person other than the Company.



 


The
above obligations with respect to Confidential Information shall not apply to Confidential Information which has become available
to the general public through no fault of your own.


 


4.2          Disclosure
of Work Product


 


You
agree to promptly and fully inform the Company of all of your Work Product, whether or not patentable, throughout the course of
your involvement, in any capacity, with the Company or any Affiliate of the Company, whether or not developed before or after
your execution of this Agreement. On your ceasing to be employed by the Company, you will immediately deliver up to the Company
all of your Work Product. You further agree that all of your Work Product shall at all times be the Confidential Information of
the Company.



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4.3          Assignment
of Rights





 


You
will assign, and do hereby assign, to the Company or, at the option of the Company and upon notice from the Company, to the Company’s
designee, your entire right, title and interest in and to all of your Work Product and all other rights and interests of a proprietary
nature in and associated with your Work Product, including all patents, copyrights, trademarks, and applications filed therefore
and other registrations granted thereon. To the extent that you retain or acquire legal title to any such rights and interests,
you hereby declare and confirm that such legal title is and will be held by you only as trustee and agent for the Company. You
agree that the Company’s rights hereunder shall attach to all of your Work Product, notwithstanding that it may be perfected
or reduced to specific form after you have terminated your relationship with the Company. You further agree that the Company’s
rights hereunder shall extend to every country of the world.


 


4.4          Moral
Rights


 


You
agree to hereby waive in whole all moral rights and agree never to assert any moral rights which you may have in your Work Product,
including, without limitation, the right to the integrity of such Work Product, the right to be associated with the Work Product,
the right to restrain or claim damages for any distortion, mutilation or other modification or enhancement of the Work Product
and the right to restrain, the use or reproduction of the Work Product in any context and in connection with any product, service,
cause or institution and you further confirm that the Company may use or alter any such Work Product as the Company sees fit in
its absolute discretion.


 


4.5          Goodwill


 


You
hereby agree that all goodwill you have established or may establish with Key Contacts relating to the business or affairs of
the Company or any Affiliate of the Company, both before and after the Effective Date, shall, as between you and the Company,
be and remain the property of the Company exclusively, for the Company to use, alter, vary, adapt and exploit as the Company shall
determine in its discretion.


 


4.6          Assistance


 


You
hereby agree to assist the Company, at the Company’s request and expense, both during your Term of Employment and at all
times after termination of your Term of Employment for any reason whatsoever, in:


 


		4.6.1	making
                                         patent applications for your Work Product, including instructions to lawyers and/or patent
                                         agents as to the characteristics of your Work Product in sufficient detail to enable
                                         the preparation of a suitable patent specification, to execute all formal documentation
                                         incidental to an application for letters patent and to execute assignment documents in
                                         favor of the Company for such applications;



 


		4.6.2	making
                                         applications for all other forms of intellectual property registration relating to your
                                         Work Product;



 


		4.6.3	prosecuting
                                         and maintaining the patent applications and other intellectual property relating to your
                                         Work Product; and







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		4.6.4	registering,
                                         maintaining and enforcing the patents and other intellectual property registrations relating
                                         to your Work Product.



 


		4.7	Assistance
                                         with Proceedings 



 


You
further agree to lend such assistance as you can, at the Company’s request and expense, in connection with any enforcement
of the Company’s intellectual property rights or defense to an allegation of infringement of another Person’s intellectual
property rights, invalidity proceedings respecting, opposition to, or intervention regarding any applications for letters patent,
copyright or trademark or other proceedings relating to intellectual property or applications for registration thereof.


 


Article
5 Conflicts and Restrictive Covenant


 


5.1          Disclosure
of Conflicts of Interest


 


During
your employment with the Company, you will promptly, fully and frankly disclose to the Company in writing:


 


		5.1.1	the
                                         nature and extent of any interest you have or may have, directly or indirectly, in any
                                         contract or transaction or proposed contract or transaction of or with the Company or
                                         any Affiliate of the Company or any Key Contact;



 


		5.1.2	every
                                         office you may hold or acquire, and every property you may possess or acquire, whereby
                                         directly or indirectly, a duty or interest might be created in conflict with the interests
                                         of the Company or any Affiliate of the Company, or your duties and obligations under
                                         this Agreement; and



 


		5.1.3	the
                                         nature and extent of any conflict referred to in Sections 5.1.1 and 5.1.2.



 


		5.2	Avoidance
                                         of Conflicts of Interest 



 


You
acknowledge that it is the policy of the Company that all interests and conflicts of the sort described in Section 5.1 (Disclosure
of Conflicts of Interest) be avoided, and you agree to comply with all policies and directives of the Company from time to time
regulating, restricting or prohibiting circumstances giving rise to interests or conflicts of the sort described in Section 5.1.
During your employment with the Company, you shall not enter into any agreement, arrangement or understanding with any other Person
that would in any way conflict or interfere with this Agreement or your duties or obligations under this Agreement or that would
otherwise prevent you from performing your obligations hereunder, and you represent and warrant that you have not prior to the
Effective Date entered into any such agreement, arrangement or understanding.



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5.3          Restrictive
Covenant


 


During
the Term of Employment and for a period of 6 months thereafter for Sections 5.3.1 and 5.3.2, and a period of 24 months
thereafter for Section 5.3.3, regardless of the reason for such termination, you will not, either alone or in partnership or
in conjunction with any Person, whether as principal, agent, employee, director, officer, shareholder, consultant or in any
capacity or manner whatsoever, whether directly or indirectly:


 


		5.3.1	carry
                                         on or be engaged in, or advise, or give financial assistance to, any business, enterprise
                                         or undertaking within Canada that:



 


		.1	is
                                         involved in the business or in the sale, distribution, development or supply of any product
                                         or service that is competitive with the Business or any product or service of the Business;
                                         or



 


		.2	competes
                                         with the Company with respect to any aspect of the Business; provided, however, that
                                         the foregoing will not prohibit you from acquiring, solely as an investment and through
                                         market purchases, securities of any such enterprise or undertaking which are publicly
                                         traded, so long as you are not part of any control group of such entity and such securities,
                                         which if converted, do not constitute more than 5% of the outstanding voting power of
                                         that entity;



 


		5.3.2	agree
                                         to be employed by, or agree to provide services within Canada to any Person that was
                                         a Key Contact (but in any case, with whom you have had business contact during the two
                                         years prior to the termination of the Term of Employment, or with whom you have had business
                                         contact in the course of your employment with the Company if less than 24 months) for
                                         any business purpose that is competitive with the Business; or



 


		5.3.3	solicit,
                                         divert, entice or take away from the Company or any Affiliate of the Company or attempt
                                         to do so or solicit for the purpose of doing so, any business of the Company or any Affiliate
                                         of the Company, or any Person that was an employee or contractor of the Company or any
                                         Affiliate of the Company (but in any case, with whom you have had business contact during
                                         the two years prior to the termination of the Term of Employment, or with whom you have
                                         had business contact in the course of your employment with the Company if less than two
                                         years) to terminate, discontinue or alter to the detriment of the Company, his, her or
                                         its employment relationship with the Company or its Affiliates.



 


		5.4	Provisions
                                         Reasonable 



 


You
hereby acknowledge and agree that:


 


		5.4.1	during
                                         the course of your employment by the Company, you will acquire knowledge of, and you
                                         will come into contact with, initiate and established relationships with Key Contacts,
                                         and that in some circumstances you may be the senior or sole representative of the Company
                                         or any Affiliate of the Company dealing with such Persons; and



 


		5.4.2	in
                                         light of the foregoing, the provisions of Section 5.3 (Restrictive Covenant) are reasonable
                                         and necessary for the proper protection of the business, property and goodwill of the
                                         Company and the Business and any Affiliate of the Company.






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5.5          Right
to Use Employee’s Name and Likeness


 


During
the Term of Employment, you hereby grant to the Company the right to use your name, likeness and/or biography in connection with
services performed by you under this Agreement and in connection with the advertising or exploitation of any project with respect
to which you perform services for the Company.


 


Article
6 Termination


 


6.1          Termination
by Employee


 


You
may resign from your position at any time, but only by giving the Company at least 30 days prior written notice of the effective
date of your resignation (the “Notice Period”). On the giving of any such notice, the Company may accelerate
your resignation, in lieu of the Notice Period or any part thereof, by notice in writing to you and payment to you of any compensation
and continuation of benefits due to you for the balance of the 30-day Notice Period pursuant to this Agreement, less applicable
statutory deductions.


 


6.2          Termination
by Company Without Cause


 


The
Company may terminate your employment at any time without Cause (as defined below) in accordance with the terms set out in this
Agreement and by giving you written notification of termination. In the event that your employment is so terminated, you will
have the common law duty to mitigate your damages.


 


6.3          Consequences
of Termination Without Cause Unrelated to a Change of Control


 


Subject
to Section 6.4, on the giving of any notice referred to in Section 6.2, the Company shall provide you with the greater of either
(i) 3 months’ Base Salary, bonus (3.3), in addition to 1 month for every year of service (or part thereof) to the company
upon and effective at 3 years of employment, , or (ii) the minimum notice or pay in lieu of notice and severance pay, if applicable,
that is expressly required by applicable employment standards legislation. In the case of either Section 6.3(i) or (ii), your
participation in Company benefits plans will be continued for the minimum period expressly required by applicable employment standards
legislation. Other than as set out in this Section and Section 6.7, you will not be entitled to any additional notice, pay in
lieu of notice, severance or other payments whether pursuant to the common law or otherwise upon termination of your employment
without Cause unrelated to a Change of Control pursuant to this Section 6.3.


 


6.4          Consequences
of Termination Without Cause After a Change of Control


 


On
the giving by the Company to you of the written notice referred to in Section 6.2: (i) at the same time as, or within the twelve
(12) month period following, the consummation of a Change of Control, or (ii) within the thirty (30) day period prior to the date
of the consummation of a Change of Control where such Change of Control was under consideration by the Board at the time of your
termination, then the following terms apply in substitution of the compensation and benefits referred to in Section 6.3 above:


 


		6.4.1	the
                                         Company shall provide you with the greater of either (i) 6 months’ Base Salary
                                         and bonus (3.3), in addition to 1 month for every year of service (or part thereof) to the
company, upon and effective at 3 years of employment. , or (ii) the minimum notice or pay in lieu of notice and severance pay,
if applicable, that is expressly required by applicable employment standards legislation, plus in the case of either Section 6.4.1(i)
or (ii), your participation in Company benefits plans will be continued for the minimum period expressly required by applicable
employment standards legislation; and






     13


     


    



		6.4.2	as
                                         set out in and subject to the terms of Section 3.5 above, as of the date of the consummation
                                         of the Change of Control, any unvested stock options granted to you under the Option
                                         Agreement will vest and be exercisable in accordance with the terms and conditions of
                                         this Option Agreement.



 


Other
than as set out in this Section and Section 6.7 below, you will not be entitled to any additional vesting, notice, pay in lieu
of notice, severance or other payments whether pursuant to the common law or otherwise upon termination of your employment without
Cause after a Change of Control pursuant to this Section 6.4.


 


6.5          Termination
in the Event of Death


 


Your
employment shall terminate immediately upon your death and the Company shall pay your estate any amounts which may be due and
remaining unpaid at the time of the termination of employment, in accordance with applicable employment standards legislation.


 


6.6         
Termination by Company for Cause


 


Notwithstanding
any other provision in this Agreement, the Company may at any time summarily terminate your employment, without any obligation
to provide notice of pay in lieu of notice, for “Cause”, in which case you will only be entitled to receive such compensation
and benefits as are expressly required by applicable employment standards legislation. In this Agreement, “Cause”
means any of the following:


 


		6.6.1	commission
                                         of theft, embezzlement, fraud, obtaining funds or property under false pretenses or similar
                                         acts of misconduct with respect to the property of the Company, any Affiliate of the
                                         Company, the Key Contacts, or their respective directors, officers, employees or contractors;



 


oral
or written representations made by you to the Company or any Affiliate of the Company with the intent to deceive or mislead; commission
of an act of malfeasance, dishonesty or breach of trust against the Company, any Affiliate of the Company, the Key Contacts, or
their respective directors, officers, employees or contractors, including a breach by you of any of your covenants or obligations
under Section 5.1 (Disclosure of Conflicts of Interest), Section 5.2 (Avoidance of Conflicts of Interest) or Section 5.3 (Restrictive
Covenant);


 


		6.6.2	the
                                         entering of a guilty plea by you or your conviction for a serious criminal offence which
                                         impacts adversely on the Company or any Affiliate of the Company;






     14


     


    






		6.6.3	repeated
                                         and continued failure to fulfill your duties or obligations of employment or your breach
                                         of any material obligations and covenants under this Agreement. Termination for such
                                         “Cause” shall only occur if you have been given written notice of such failure
                                         to fulfill your duties or obligations and you have been given an opportunity to correct
                                         such behavior;



 


		6.6.4	the
                                         termination of your employment with POINT Biopharma Corp. other than a termination pursuant
                                         to section 6.2 ; or



 


		6.6.5	any
                                         other misconduct or omission that amounts to just cause for summary dismissal at common
                                         law. In the event the Company dismisses you for cause pursuant to this Section 6.6 and,
                                         subsequently, a court or arbitrator rules that the Company did not have cause, you hereby
                                         agree that you will only be entitled to damages in an amount equal to the compensation
                                         that would have been due to you had the Company terminated your employment pursuant to
                                         Section 6.3 (Consequences of Termination Without Cause), less any amounts earned by you
                                         in mitigation.



 


		6.7	Termination
                                         Date and Full Satisfaction 



 


“Termination
Date” means the earlier of: (i) the date on which you are notified in writing by the Company of the termination of your
employment for any reason, and (ii) the date on which you notify the Company of your resignation from employment for any reason,
but in any case, without regard to any payment or notice period to which you might then be entitled.


 


It
is agreed that as a result of the termination of your employment, for any reason, you shall not be entitled to any notice, fee,
salary, severance or other payments, benefits or damages in excess of what is specified or provided for in Section 6.1 (Termination
by Employee), Section 6.3 (Consequences of Termination Without Cause Unrelated to a Change of Control), Section 6.4 (Consequences
of Termination Without Cause After a Change of Control) and Section 6.6 (Termination by Company for Cause), whichever is applicable,
except that you shall remain receive all salary and other amounts, if any, which are then due and owed to you as of the Termination
Date, in addition to any accrued but unpaid vacation pay and any other minimum entitlements expressly required to be provided
to you by applicable employment standards legislation. Payment of any amounts pursuant to Section 6.1 (Termination by Employee),
Section 6.3 (Consequences of Termination Without Cause Unrelated to a Change of Control), Section 6.4 (Consequences of Termination
Without Cause After a Change of Control), and Section 6.6 (Termination by Company for Cause) shall be subject to the withholding
of all applicable statutory deductions by the Company. You will be required to execute a standard release of claims document in
a form satisfactory to the Company in order to receive any payments in excess of those required by applicable employment standards
legislation. 




     15


     


    

Article
7 General


 


7.1          Agreement
Confidential


 


Both
parties shall keep the terms and conditions of this Agreement confidential except as may be required to enforce any provision
of this Agreement or as may otherwise be required by any law, regulation or other regulatory or securities requirement.


 


7.2          Binding
Effect


 


This
Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns. Your rights and obligations
contained in this Agreement are personal and such rights, benefits and obligations shall not be voluntarily or involuntarily assigned,
alienated or transferred, whether by operation of law or otherwise, without the prior written consent of the Company. This Agreement
shall otherwise be binding upon and inure to the benefit of your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, legatees and permitted assigns.


 


7.3     
     Counterparts


 


This
Agreement may be executed in several counterparts (including by fax or electronic transmission), each of which when so executed
shall be deemed to be an original and shall have the same force and effect as an original but such counterparts together shall
constitute but one and the same instrument.


 


7.4          Entire
Agreement


 


The
terms and conditions of this Agreement are in addition to and not in substitution for the obligations, duties and responsibilities
imposed by law on employees of corporations generally, and you agree to comply with such obligations, duties and responsibilities.
Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement between you and the Company and
supersedes all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject matter hereof,
and may only be varied by further written agreement signed by you and the Company. You further acknowledge and agree that you
have not relied on any representation made by the Company, or any of its employees or agents, except as specifically set out in
this Agreement.


 


7.5          Further
Assurances


 


Each
of the parties hereto will, on demand by the other party hereto, execute and deliver all such further documents and instruments
and do all such further acts and things as the party may either before or after the execution and delivery of this Agreement reasonably
request to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.


 


7.6        
  Governing Law


 


This
Agreement shall be construed and enforced in accordance with and be governed by and interpreted in accordance with the laws of
the Province of Ontario and the law of Canada applicable therein, without regard to the principles of conflicts of law. The courts
of Ontario (and the Supreme Court of Canada, if necessary) shall have exclusive jurisdiction to hear and determine all disputes
arising hereunder, and each of the parties hereto irrevocably attorns to the jurisdiction of said courts. 




     16


     


    

7.7          Independent
Legal Advice


 


You
acknowledge and agree that the Company has given you the opportunity to seek, and has recommended that you obtain, independent
legal advice with respect to the subject matter of this Agreement and, further, you hereby represent and warrant to the Company
that you have either sought independent legal advice or have waived your right to obtain such advice.


 


7.8          Injunctive
Relief


 


You
acknowledge and agree that any breach or threatened breach of any of the provisions of, Section 5.1 (Disclosure of Conflicts of
Interest), Section 5.2 (Avoidance of Conflicts of Interest), or Section 5.3 (Restrictive Covenant) could cause irreparable damage
to the Company, that such harm could not be adequately compensated by the Company’s recovery of monetary damages, and that
in the event of a breach or threatened breach thereof, the Company shall have, in addition to any and all remedies at law or in
equity, the right to seek an injunction, specific performance or other equitable relief as well as any equitable accounting of
all your profits or benefits arising out of any such breach. It is further acknowledged and agreed that the remedies of the Company
specified in this Section 7.8 are in addition to and not in substitution for any rights or remedies of the Company at law or in
equity and that all such rights and remedies are cumulative and not alternative and that the Company may have recourse to any
one or more of its available rights or remedies as it shall see fit.


 


7.9          Non-Disparagement


 


You
shall not, directly or indirectly, make any disparaging comments or criticisms (whether of a professional or personal nature)
to any Person regarding the Company, any Affiliate of the Company, the Key Contacts, or their respective directors, officers,
employees or contractors (or the terms of any agreement or arrangement of the Company) or regarding your relationship with the
Company or any termination of such relationship which, in each case, are reasonably expected to result in material damage to the
business or reputation of the Company, any Affiliate of the Company, a Key Contact, or any of their respective directors, officers,
employees or contractors.


 


7.10       Notice


 


Any
notice or other communication required or contemplated to be given hereunder must be in writing and shall be deemed effective
when personally delivered or on the day following the sending when sent by facsimile transmission, addressed to the appropriate
party as set forth below:


 


If
to the Employee:


 


Ari
Shomair 


23
Annex Lane 


Toronto,
Ontario 


M5R
3V2



     17


     


    





If
to the Company:


 


POINT
Biopharma Corp. 





22
St. Clair Ave. East, Suite 1201, 


Toronto,
ON M4T 2S3


 


Attention:
CEO, Joe McCann


 


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


 


Goodmans
LLP 


Bay
Adelaide Centre - West Tower 


333
Bay Street, Suite 3400 


Toronto,
ON 


M5H
2S7


 


7.11       Publicity


 


You
shall not, without the prior written consent of the Company, make or give any public announcements, press releases or statements
to the public or the press regarding your Work Product or any Confidential Information.


 


7.12       Severability


 


If
any provision of this Agreement is determined to be void, illegal or unenforceable, such provision will be construed to be separate
and severable from this Agreement and will not impair the validity, legality or enforceability of any other provision of this
Agreement and the remainder of this Agreement will continue to be binding on the parties hereto as if such provision had been
deleted.


 


7.13       Surviving
Obligations


 


Upon
termination of this Agreement for any reason, any obligations which by their terms or nature, must extend beyond the date of termination
to be effective shall survive termination of this Agreement. Without limiting the foregoing, your obligations under Section 5.3
(Restrictive Covenant), Section 5.4 (Provisions Reasonable), Article 6 (Termination) and Article 7 (General) shall survive and
remain in full force and effect following the termination of this Agreement.


 


7.14       Waiver


 


Any
waiver of any breach or default under this Agreement shall only be effective if made in writing, signed by the party against whom
the waiver is sought to be enforced, and no waiver shall be implied by any other act or conduct or by any indulgence, delay or
omission. Any waiver shall only apply to the specific matter waived and only in the specific instance in which it is waived. 




     18


     


    

7.15       Acceptance


 


If
the foregoing terms and conditions are, are acceptable to you, please indicate your acceptance of and agreement to the terms and
conditions of this agreement by signing below on this letter and on the enclosed copy of this letter in the space provided and
by returning the enclosed copy so executed to us. Your execution and delivery to the Company of the enclosed copy of this letter
will create a binding agreement between us.


 


Yours
truly, 


POINT
Biopharma Corp. 


 


Per:
/s/ Joe McCann 


Authorized
Signatory


 


Joe
McCann, Chief Executive Officer


 


Acknowledged
and Agreed:


 


I
acknowledge that I have had sufficient time to thoroughly review this agreement and obtain the advice that I deem appropriate
regarding its terms and conditions. I have read, understand and voluntarily accept employment with POINT Biopharma Corp. on the
terms and conditions set out above.


 


	April
    23, 2020	/s/
    Ari Shomair
	Date	Ari
    Shomair










     19


     


    

Exhibit
1.1.5: Description of the Business


 


The
Company is a clinical stage pharmaceutical company focused on the development and commercialization of radiotherapeutics and theranostic
products. The company will compete in all medical therapeutic categories.






     20


     


    

Exhibit
2.1: Description of Duties – Vice President, Corporate Affairs & Strategy


 


The
Vice President, Corporate Affairs & Strategy reports directly to the Chief Executive Officer (CEO) and directly leads
tasks associated the corporate brand and image in alignment with the companies stated business and financial objectives.


 


ESSENTIAL
DUTIES AND RESPONSIBILITIES 


		•	Lead
                                         the creation, maintenance and evolution of the company’s corporate brand and image,
                                         including internal and external communications strategy






		•	Develop
                                         high quality communications strategies and plans, including social media and website,
                                         ensuring their alignment with short-term and long-term objectives






		•	Maintain
                                         an awareness of the competitive market landscape, expansion opportunities and industry
                                         developments






		•	Works
                                         with the leadership team to develop the corporate objectives to achieve the company’s
                                         goals






		•	Create
                                         an environment that promotes great performance and positive morale






		•	Ensuring
                                         that the company maintains high social responsibility wherever it does business






		•	Assess
                                         risks to the company and ensures they are monitored and minimized






		•	Build
                                         alliances and partnerships with other organizations, key partners and stakeholders and
                                         act as a point of contact for important partners






		•	Oversee
                                         creation, maintenance and evolution of the corporate brand and communication tools






		•	Represent
                                         the company as required, including attendance of important functions, industry events
                                         and public meetings






		•	Provide
                                         timely, accurate and complete reports on the business to the CEO






		•	Select
                                         and maintain qualified personnel in all positions who report directly to your role (as
                                         applicable)






		•	As
                                         a HR steward, assure staff performance results by coaching, counseling, mentoring, planning,
                                         monitoring and evaluating job performance



 


In
collaboration with the CFO 


		•	Provide
support for the selection and implementation of corporate business systems



 


Corporate
Operations


 


		•	Foster
                                         a success-oriented and accountable environment within the organization.






		•	Represent
                                         the organization at community and industry functions and increase visibility of the organization
                                         within the communities it serves.






		•	Ensure
                                         that all activities and operations are performed in compliance with Health regulators,
                                         local, provincial, and federal regulations and laws governing business operations







     21


     


    

Exhibit
2.3.5: Permitted External Roles


 


		1.	Ownerships
                                         stakes as well as Director and/or Board positions in non-competitive businesses






		a.	Currently
                                         a Director of Grove Orchard Media Inc, Director of Machine Sales.com Inc, and a board
                                         member of Alumier Labs.






		2.	Private
                                         mortgage lending & investment management, including venture investing in non-competitive
                                         businesses.







     22


     


    

	OFFICE 833.544.2637	 
	FAX 647.243.8490
	 
	22 St. Clair Avenue
    East, Suite 1201
	Toronto, Ontario, M4T
    2S3, Canada
	 
	4850 W 78th St Indianapolis,
    Indiana, 46268, USA







 


March
8, 2021


 


Ari
Shomair 


23
Annex Lane 


Toronto,
ON M5R 3V2


 


Dear
Ari,


 


In
connection with the Employment Agreement (the “Employment Agreement”) dated April 23, 2020 between you and
Point Biopharma Corp. (the “Company”), you agree that the provisions set out in this letter agreement amend
the Employment Agreement.


 


Signing
Bonus


 


You
have agreed with the Company to accept a signing bonus of $2,000.00, which will be paid to you by the Company in consideration
for your agreement to the amendments to the Employment Agreement set out in this letter agreement as evidenced by your signed
Acceptance below.


 


Definitions


 


The
definitions of “Affiliate” and “Key Contacts” in Sections 1.1.2 and 1.1.15 of the Employment Agreement
are deleted and replaced with the following:


 


1.1.2
       “Affiliate” means with respect to a Person, any Person that, directly or
indirectly, Controls, is Controlled by, or is under common Control with such Person, including, without limitation, any partner,
officer, director, or member of such Person and any venture capital fund now or hereafter existing that is Controlled by or under
common Control with one or more general partners or shares the same management company or investment manager with such Person,
and including any parent or subsidiary company of such Person and “Protected Affiliate” means an Affiliate
with whom you have been actively engaged in business contact in the course of your employment with the Company in the 18 months
prior to the Termination Date (as that term is defined in subsection 5.3.3.1 of this Agreement) or in respect of whom you acquired
confidential or proprietary information during the course of your employment with the Company that the Company has a reasonable
and legitimate business interest in protecting from use or disclosure by its former employees.


 


1.1.15
     “Key Contacts” means the actual and potential licensors, licensees, sublicensees, collaborators,
partners, investors, shareholders, acquirers, lenders or merger candidates, suppliers and customers of the Company or any Protected
Affiliate with whom you have been actively engaged in business contact or actively engaged in researching, developing or preparing
a business pitch or proposal in the course of your employment with the Company in the 18 months prior to the Termination Date,
or in respect of whom you acquired confidential or proprietary information during the course of your employment with the Company
that the Company has a reasonable and legitimate business interest in protecting from use or disclosure by its former employees.



     


     


    
	OFFICE 833.544.2637	 
	FAX 647.243.8490
	 
	22 St. Clair Avenue
    East, Suite 1201
	Toronto, Ontario, M4T
    2S3, Canada
	 
	4850 W 78th St Indianapolis,
    Indiana, 46268, USA









 


Restrictive
Covenant


 


Sections
5.3 and 5.4 of the Employment Agreement are deleted and replaced with the following:


 


5.3          Restrictive
Covenants


 


During
the Term of Employment and for a period of 6 months thereafter for Sections 5.3.1 and 5.3.2, and a period of 18 months thereafter
for Section 5.3.3, regardless of the reason for such termination, you will not, either alone or in partnership or in conjunction
with any Person, whether as principal, agent, employee, director, officer, shareholder, consultant or in any capacity or manner
whatsoever, whether directly or indirectly:


 


5.3.1        
carry on or be engaged in, or advise, or give financial assistance to, any business, enterprise or undertaking within Canada and
the United States that:


 


.1             

is involved in the business or in the sale, distribution, development or supply of any product or service that is the same as
or substantially similar to the products or services offered by the Company as at the date of the termination of your employment
(the “Termination Date”); or


 


.2
             
competes in a substantial or material way with the Company with respect to any aspect of the Business as at the Termination Date;
provided, however, that the foregoing will not prohibit you from acquiring, solely as an investment and through market purchases,
securities of any such enterprise or undertaking which are publicly traded, so long as you are not part of any control group of
such entity and such securities, which if converted, do not constitute more than 5% of the outstanding voting power of that entity;


 


 5.3.2         agree to be employed by any Person that was a Key Contact as at the Termination Date for any business purpose that is competitive with the Business in any substantial or material way; or make use of any list or proprietary information of or relating to a Key Contact for the purpose of competing with the Company; or be involved in the sale to, solicitation of or servicing of any Key Contact where such sale, solicitation or servicing is with respect to services or products which are the same or substantially similar to or which compete with products or services sold or provided by the Company as at the Termination Date; or otherwise attempt to interfere with or damage the Company’s business relationship with any Key Contact; or




 


 5.3.3         solicit, divert, entice, persu or take away from the Company or any Protected Affiliate the Company has a reasonable need to protect against (a “Protected Affiliate”), or attempt to do so or solicit for the purpose of doing so, any business of the Company or any Protected Affiliate, or any Person that was an employee or contractor of the Company or any Protected Affiliate (but in any case, with whom you have had business contact in the course of your employment with the Company during the 18 months prior to the Termination Date) to terminate, discontinue or alter to the detriment of the Company, his, her or its employment or engagement relationship with the Company or its Protected Affiliates or otherwise attempt to interfere with or damage the Company’s or a Protected Affiliate’s relationship with any such person.




 


		5.4	Provisions
                                         Reasonable



 


You
hereby acknowledge and agree that:


 


 5.4.1         the Company has a material interest in preserving the relationships it has developed with its Key Contacts against impairment by competitive activities of a former employee;




 


 5.4.2         during the course of your employment by the Company, you will acquire knowledge of, and you will come into contact with, initiate and establish relationships with Key Contacts, and that in some circumstances you may be the senior or sole representative of the Company or any Protected dealing with such Key Contacts; and




 


5.4.3
         in light of the foregoing, the provisions of Section 5.3 (Restrictive Covenant)
are reasonable and necessary for the proper protection of the business, property and goodwill of the Company and the Business
and any Protected Affiliate and you further agree that these restrictions and your agreement to them are of major importance to
the Company, which would not employ or continue to employ you if you did not agree to them.



     


     


    
	OFFICE 833.544.2637	 
	FAX 647.243.8490
	 
	22 St. Clair Avenue
    East, Suite 1201
	Toronto, Ontario, M4T
    2S3, Canada
	 
	4850 W 78th St Indianapolis,
    Indiana, 46268, USA









 


Non-Disparagement


 


Section
7.9 of the Employment Agreement is deleted and replaced with the following:


 


You
shall not, directly or indirectly, make any disparaging comments or criticisms (whether of a professional or personal nature and
including any comments, statements or postings via any social media website or application, including but not limited to Facebook,
Twitter, LinkedIn, Flickr, YouTube, Picase, Snapchat, Instagram, TikTok or Clubhouse) to any Person regarding the Company, any
Affiliate of the Company, the Key Contacts, or their respective directors, officers, employees or contractors (or the terms of
any agreement or arrangement of the Company) or regarding your relationship with the Company or any termination of such relationship
which, in each case, are reasonably expected to result in material damage to the business or reputation of the Company, any Affiliate
of the Company, a Key Contact, or any of their respective directors, officers, employees or contractors.


 


No
Other Amendments


 


The
parties acknowledge and agree that, except as specifically amended above in this letter agreement, the Employment Agreement (including
all definitions therein) remains in full force and effect, unamended. All capitalized terms in this letter agreement which are
not otherwise defined shall have the same meaning as in the Employment Agreement.


 





	/s/ Joe
    McCann	 
	For and on behalf of
    Point Biopharma Corp.	 




 


Acceptance


 


I
have read and understand the terms and conditions of employment set out in the Employment Agreement , as amended by this letter
agreement and I agree to and accept them freely and voluntarily. I confirm that I have had the opportunity to obtain advice regarding
its contents, including from counsel of my choice. I understand that, in the event of the termination of my employment (including
without just cause), my entitlements will be limited to those specified in this agreement.


 


Signed
in Toronto, Ontario on March _______, 2021.


 


	/s/ Donna Husack	 	/s/
    Ari Shomair
	Witness Signature 	 	Ari Shomair
	Name:	 Donna Husack