AMENDMENT
TO SHARE EXCHANGE AGREEMENT


 


The
undersigned hereby agree to amend the share exchange agreement among Tropic International Inc., Notox Bioscience Inc. and the
undersigned shareholders of Notox Bioscience Inc. dated June 6, 2016 (the “Share Exchange Agreement”), as follows:


 


	1.	Section
    1.2 of the Share Exchange Agreement is hereby deleted in its entirety and replaced with the following:
	 	 
	 	Schedules.
    The following schedules and appendices are attached to and form part of this Agreement:


 


	 	Schedule
    A	–	The
    Selling Shareholders
	 	Schedule
    B	–	Priveco
    Leases and Other Property Interests
	 	Schedule
    C	–	Priveco
    Intellectual Property
	 	Schedule
    D	–	Priveco
    Material Contracts


 


	 	Appendix
    1	–	Form
    of Assignment Agreement
	 	Appendix
    2	–	Form
    of Consulting Agreement
	 	Appendix
    3	–	Form
    of Stock Restriction Agreement
	 	Appendix
    4	–	Form
    of Termination Agreement


 


	2.	Section
    3.19     of the Share Exchange Agreement is hereby amended by deleting the phrase “Schedule D” and replacing it
    with “Schedule     B”.
	 	 
	3.	Section
    3.20     of the Share Exchange Agreement is hereby amended by deleting the phrase “Schedule E” and replacing it
    with “Schedule     D.”
	 	 
	4.	Section
    6 of the Share Exchange Agreement is hereby amended by adding the following Section 6.10:
	 	 
	 	Assignment
    Fee. In consideration for inducing Zoran Holding Corp. to enter into the Assignment Agreement, Pubco shall pay an aggregate
    of $1,000,000 to Zoran K Corporation following the Closing Date in the form of a one-time assignment fee. Such fee shall be
    payable according to the following schedule:


 


	 	(a)	$50,000
    per calendar month beginning on October 1, 2016; and
	 	 	 
	 	(b)	upon
    the completion of any equity financing pursuant to which Pubco raises gross proceeds of at least $1,000,000, the balance of
    the fee, less any amounts already paid by Pubco to Zoran K Corporation under Section 6.10(a).


 


	5.	Section
    6 of the Share Exchange Agreement is hereby amended by adding the following Section 6.11:
	 	 
	 	Operations.
    Subject to Section 6.10, Pubco shall use the proceeds of any equity financing that may be completed after the Closing Date
    for substantially the following purposes:


 


	 	(a)	developing
    and commercializing the Licensed Technology (as defined in the Assignment Agreement);
	 	 	 
	 	(b)	carrying
    out Priveco’s obligations under the Assignment Agreement, which, for clarity are identical to the obligations of Zoran
    Holding Corp. under an exclusive license agreement with The Cleveland Clinic Foundation (the ”Clinic”)
    dated December 1, 2012, as amended on July 30, 2013 (together, the ”License Agreement”);
    and


 




    	 



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	 	(c)	paying
    general working capital expenses, including but not limited to:


 


	 	 	(i)	engaging
    one or more parties to submit applications to the United States Food and Drug Administration (the “FDA”)
    on Priveco’s behalf and paying any associated required deposits;
	 	 	 	 
	 	 	(ii)	signing
    one or more agreements with FDA-approved third parties to design, test and manufacture all components required to commercialize
    the Licensed Technology;
	 	 	 	 
	 	 	(iii)	paying
    all required amounts to the Clinic under the License Agreement, to a maximum of $1,000,000;
	 	 	 	 
	 	 	(iv)	setting
    aside and paying, as necessary, all amounts required to conduct human testing of the foregoing components if the same is required
    by the FDA; and
	 	 	 	 
	 	 	(v)	filing
    any documents with the FDA required under the License Agreement on or before November 30, 2017.


 


	6.	Section
    1.1 of the Share Exchange Agreement is hereby amended by adding the terms “Clinic”, “FDA”
    and “License Agreement” as Sections 1.1(jj), 1.1(kk) and 1.1(ll), together with the phrase “has the
    meaning ascribed to that term in Section 6.11” following each such term.


 


All
other provisions of the Share Exchange Agreement remain unchanged, and except as amended hereby the Share Exchange Agreement remains
in full force and effect.


 


This
amendment shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and
to be performed therein.


 


This
amendment may be executed and delivered in counterparts and by electronic transmission, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.


 


This
amendment is effective as of November 23, 2016.


 




    	 



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	TROPIC INTERNATIONAL INC.	 	NOTOX BIOSCIENCE INC.
	 	 	 	 
	Per:	/s/ John Marmora	 	Per:	/s/ Zoran Konevic
	Name:	John Marmora	 	Name:	Zoran Konevic
	Title:	President	 	Title:	President


 


	 	 	ZORAN K CORPORATION
	 	 	 
	/s/ Gerry Racicot	 	Per:	/s/ Zoran Konevic
	GERRY RACICOT	 	Name:	Zoran Konevic
	 	 	Title:	CEO