AMENDMENTTO CONSULTING AGREEMENT

AMENDMENT TO CONSULTING AGREEMENT

This Amendment to Consulting Agreement (the “Amendment”), effective as of January, 1^st, 2017 (the “Effective Date”), is by and between Variation Biotechnologies Inc., a corporation incorporated pursuant to the laws of Canada (the “Company”) having an address of 310 Hunt Club Road East, Ottawa, Ontario K1V 1C1 and F. Diaz-Mitoma Professional Corporation (Ontario corporation number 002356634) having an address of 210 Barrow Crescent, Kanata, Ontario K2L 2C7 (“Consultant”). The Consultant and Company are sometimes referred to as a “Party” and are collectively referred to as the “Parties”.

WHEREAS, the Company and Consultant are parties to a certain Consulting Agreement dated July 1, 2016 (the “Consulting Agreement”);

AND WHEREAS, the Consultant and the Company wish to amend the Consulting Agreement on the terms and conditions set out in this Amendment;

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Amendment to Section 1(a). As of the Effective Date, Section 1(a) of the Consulting Agreement shall be deleted in its entirety and replaced with the following:

2. Amendment to Section 5. As of the Effective Date, Section 5 of the Consulting Agreement shall be deleted in its entirety and replaced with the following:

5. Payment for Consulting Services.

3. Amendment to Section 6. As of the Effective Date, Section 6 of the Consulting Agreement shall be deleted in its entirety and replaced with the following:

6. Independent-Consultant Relationship. The parties expressly intend, understand and agree that Consultant’s status in relation to the Company, and of each employee of the Consultant (each a “Consultant’s Employee”) who performs Services on the Consultant’s behalf pursuant to this Agreement, throughout the Term will be that of an independent contractor, and that none of this Agreement, the provision or performance of Services to be rendered hereunder by Consultant or any Consultant’s Employee, or the grant of any performance incentives by the Company pursuant to paragraph 5(d) of this Agreement, will for any purpose whatsoever alone or in combination create an employment relationship between the Consultant or Consultant’s Employee and the Company. As an independent contractor, neither the Consultant nor any Consultant’s Employee shall be entitled to receive any vacation pay, overtime pay or severance pay from the Company. The Consultant will have exclusive responsibility for payment of all federal and provincial income taxes or other taxes, such as GST, applicable to the compensation to be provided to the Consultant hereunder by the Company as well as the exclusive responsibility to pay any other assessments and/or contributions that may be required in respect of Consultant’s provision of the Services, including, but not limited to, pursuant to any applicable employment insurance legislation, pension legislation, health benefits legislation, workers’ compensation legislation, or with respect to any other mandatory withholdings that may be applicable to the Services. If the Company incurs liability for any taxes (including sums required to be withheld by Company and remitted to any government entity and amounts payable for value added or services taxes), assessments or contributions relating to Consultant’s provision of Services hereunder, or to a Consultant’s Employee’s performance of Services on the Consultant’s behalf hereunder, and for any interest and penalties with respect to the foregoing, Consultant shall forthwith reimburse Company for the total amount of such liability, assessments, contributions, interest and penalties and the Company shall be authorized to deduct any such sums from amounts payable to Consultant hereunder. Consultant acknowledges that the Consultant will not receive any employee benefits from the Company, and that, as an independent contractor, he will have exclusive responsibility to obtain and make payment for health insurance, life insurance, and any other benefits that the Consultant wishes to receive. Further, Consultant acknowledges and agrees that, except as specifically authorized by the Company, Consultant is not permitted, and shall not seek to, bind the Company under any contract or other obligation.

4. Addition of Appendix C. As of the Effective Date, the Consulting Agreement shall be amended by the addition thereto of Appendix C, which shall thereafter form part of the Consulting Agreement, and the content of which shall be as shown in Schedule A to this Amendment.

5. Consulting Agreement to Remain in Full Effect. Except as amended by this Amendment, the Consulting Agreement shall continue to be in full force and effect, without amendment, and is hereby ratified and confirmed. The Consulting Agreement shall henceforth be read and construed in conjunction with this Amendment.

6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

7. Further Assurances. Each Party shall do such further acts and execute such further documents as may be required to give effect to this Amendment and carry out the intent thereof.

8. Binding Effect. This Amendment shall be binding on and inure to the benefit of the Parties and their respective successors and assigns.

9. Execution and Counterparts. This Amendment may be executed in counterparts, including counterpart signature pages or counterpart facsimile or scanned signature pages (each of which shall be deemed an original), all of which together shall constitute one and the same instrument.

(Signature page follows.)

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the Effective Date.

VARIATION BIOTECHNOLOGIES INC.

F. DIAZ-MITOMA PROFESSIONAL CORPORATION

Schedule A

Appendix C – Performance Incentives