** **

**Exhibit 4.10**

** **

**UNLESSPERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADETHE SECURITY BEFORE JANUARY 21, 2014.**

** **

**WITHOUT PRIOR APPROVAL OFTHE TSX VENTURE EXCHANGE (THE “EXCHANGE”) AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIESREPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES ISSUED ON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISETRADED ON OR THROUGH THE FACILITIES OF THE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTILJANUARY 21, 2014.**

** **

**THIS WARRANT AND THE SECURITIESDELIVERABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISETRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE UNITED STATES FEDERAL AND STATESECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.DELIVERY OF THIS WARRANT MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.**

 

THIS WARRANT CERTIFICATEIS VOID IF NOT EXERCISED ON OR BEFORE

**5:00 P.M. (PACIFIC TIME) ONSEPTEMBER 20, 2016.**

 

WARRANT CERTIFICATE

** **

STELLAR BIOTECHNOLOGIES,INC.

(Continued under the laws ofthe Province of British Columbia)

 

  

THIS ISTO CERTIFY THAT [Name] of [Address] (hereinafter referred to as the “holder” or the “**Warrantholder**”)is entitled to acquire for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forthherein, at any time and from time to time until 5:00 p.m. (Pacific time) (the “**Expiry Time**”) on September 20,2016**(the “**Expiry Date**”), one fully paid and non-assessable common share (“**Common Share**”)in the capital of STELLAR BIOTECHNOLOGIES, INC., a corporation formed under the laws of the province of British Columbia, Canada(the “**Company**”).

** **

**These Warrantsmay only be exercised at the head office of the Company located at 332 East Scott Street, Port Hueneme, California, 93041, or theregistered office of the Company located at Suite 401, 1231 Barclay Street, Vancouver, British Columbia, V6E 1H5 (or such otheroffice or agency of the Company as it may designate by notice in writing to the Warrantholder at the address of the Warrantholderappearing on the books of the Company).**

 

These Warrants are issued subject to the terms andconditions appended hereto as Schedule “A”.

 

IN WITNESSWHEREOF, the Company has caused this Warrant Certificate to be executed by a duly authorized officer of the Company.

 

DATEDfor reference the 20th day of September, 2013.

 

 

** **

 

(See terms and conditions attached hereto)

 

 

 

SCHEDULE “A”

** **

**TERMS AND CONDITIONS FOR WARRANT CERTIFICATE**

 

Terms andConditions attached to the Warrant Certificate issued by **STELLAR BIOTECHNOLOGIES, INC.**(the “**Company**”)and dated for reference the 20th day of September, 2013.

 

ARTICLE 1

INTERPRETATION

** **

**1.1           Definitions**.In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

 

(a)          “**1933Act**” means the United States Securities Act of 1933, as amended;

 

(b)         “**CommonShares**” means the common shares in the capital of the Company to be issued pursuant to the exercise of Warrants;

 

(c)          “**Company**”means **STELLAR BIOTECHNOLOGIES, INC.**, a corporation formed under the laws of the province of British Columbia, Canada unlessand until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter “Company”shall mean such successor corporation;

 

(d)         “**Company’sAuditors**” means an independent firm of accountants duly appointed as auditors of the Company;

 

(e)          “**Dollars**”or use of signs “**US $**” or “**$**” means only lawful money of the United States and not any othercurrency, regardless of whether that currency uses the “$” sign to denote its currency or may be readily convertedinto lawful money of the United States;

 

(f)          “**Exchange**”means the TSX Venture Exchange or such other stock exchange on which the Company’s Common Shares are listed and posted fortrading;

 

(g)         “**ExerciseDate**” has that meaning ascribed to that term in Section 3.2 of this Schedule “A”;

 

(h)         “**ExercisePrice**” means the price of US **$1.05**per share if exercised on or before September 20, 2016;

 

(i)          “**ExpiryTime**” means 5:00 p.m. (Pacific Time) on the Expiry Date;

 

(j)          “**ExpiryDate**” means September 20, 2016.

 

(k)         “**herein**”,“**hereby**” and similar expressions refer to these Terms and Conditions as the same may be amended or modifiedfrom time to time; and the expression “Article” and “Section” followed by a number refer to the specifiedArticle or Section of these Terms and Conditions;

 

A-1

 

(l)           “**IssueDate**” means the issue date of the Warrant shown on the face page of the Warrant Certificate;

 

(m)         “**person**”means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similarmeaning;

 

(n)         “**SubscriptionForm**” has that meaning ascribed to that term in Section 3.1 of this Schedule “A”;

 

(o)         “**UnitedStates**” has that meaning ascribed to it in Rule 902(1) of Regulation S;

 

(p)         “**Warrant**”means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

 

(q)         “**WarrantCertificate**” means the certificate to which these Terms and Conditions are attached.

 

1.2           InterpretationNot Affected by Headings.

 

(a)          Thedivision of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of referenceonly and shall not affect the construction or interpretation thereof.

 

(b)          Wordsimporting the singular number include the plural and vice versa and words importing the masculine gender include the feminine andneuter genders.

 

**1.3           ApplicableLaw**. The terms hereof and of the Warrant shall be construed in accordance with the laws of the Province of British Columbiaand the laws of Canada, and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of BritishColumbia with respect to any dispute related to this Warrant.

 

ARTICLE 2

ISSUE OF WARRANT

** **

**2.1           Issueof Warrants**. That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

 

**2.2           AdditionalWarrants**. Subject to any other written agreement between the Company and the Warrantholder, the Company may at any time andfrom time to time undertake further equity or debt financing and may issue additional Common Shares, warrants or grant optionsor similar rights to purchase Common Shares to any person.

 

**2.3           Issuein Substitution for Lost Warrants**. If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

 

(a)          theCompany shall issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen,in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and

 

 

 

(b)          theholder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the loss, destruction or theftof the Warrant Certificate, shall furnish to the Company such evidence of loss, destruction, or theft as shall be satisfactoryto the Company in its discretion and the Company may also require the holder to furnish indemnity in an amount and form satisfactoryto the Company in its discretion, and shall pay the reasonable charges of the Company in connection therewith.

 

**2.4           WarrantholderNot a Shareholder**. The Warrant shall not constitute the holder a shareholder of the Company, nor entitle it to any right orinterest in respect thereof (including but not limited to voting rights) except as may be expressly provided in the Warrant.

 

ARTICLE 3

EXERCISE OF THE WARRANT

** **

**3.1           Methodof Exercise of the Warrant**. The right to purchase Common Shares conferred by the Warrant Certificate may be exercised, priorto the Expiry Time, by the holder delivering to the Company (whether via facsimile or otherwise) a duly completed and executedsubscription form substantially in the form attached hereto as Schedule “B” (the “**Subscription Form**”)and a certified check, bank draft, wire transfer or a money order payable to or to the order of the Company, for the Exercise Priceapplicable at the time of exercise in respect of the Common Shares subscribed for in lawful money of the United States, to theCompany.

 

**3.2           EffectiveDate of Exercise of the Warrant**. This Warrant Certificate together with such Subscription Form, certified check, bank draft,wire transfer or a money order will be deemed to be exercised only upon actual receipt thereof by the Company as set out above(the “**Exercise Date**”).

 

3.3           Effectof Exercise of the Warrant.

 

(a)          Upondelivery of the Subscription Form and payment as aforesaid the Common Shares so subscribed for shall be issued as fully paid andnon-assessable shares and the holder shall become the holder of record of such Common Shares on the date of such delivery and suchpayment; and

 

(b)          Withinfive business days after delivery and payment as aforesaid, the Company shall forthwith cause the issuance to the holder of a certificatefor the Common Shares purchased as aforesaid.

 

**3.4           Subscriptionfor Less than Entitlement**. The holder may subscribe for and purchase a number of Common Shares less than the number which itis entitled to purchase pursuant to this Warrant Certificate. Execution and delivery of a Subscription Form with respect to lessthan all of the shares underlying this Warrant shall have the same effect as cancellation of the original of this Warrant and issuanceof a new Warrant evidencing the right to purchase the remaining number of shares underlying this Warrant. Execution and deliveryof a Subscription Form for all of the then- remaining shares underlying this Warrant shall have the same effect as cancellationof the original of this Warrant after delivery of the shares underlying this Warrant in accordance with the terms hereof.

 

**3.5           Expirationof the Warrant**. After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant shall be void andof no effect.

** **

 

** **

**3.6           HoldPeriods and Legending of Share Certificate**. The certificates representing the Common Shares to be issued pursuant to the exerciseof this Warrant shall bear a legend in substantially the following forms:

 

(a)

 

“THESHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”),AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDERTHE 1933 ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER THE1933 ACT.”

 

(b)

 

“Unless permitted undersecurities legislation, the holder of the securities shall not trade the securities before January 21, 2014.”

 

“Without prior written approvalof the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificatemay not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwisein Canada or to or for the benefit of a Canadian resident until January 21, 2014.”

 

ARTICLE4

ADJUSTMENTS

** **

**4.1          Adjustments**.The number of Common Shares purchasable upon the exercise of each Warrant and the Exercise Price shall be subject to adjustmentas follows:

 

(a)         inthe event the Company shall:

 

(i)          paya dividend in Common Shares or make a distribution in CommonShares;

 

(ii)         subdivideits outstanding Common Shares;

 

(iii)        combineits outstanding Common Shares into a smaller number ofCommon Shares;or

 

(iv)         issueby reclassification of its Common Shares other securities of the Company (including any such reclassification in connection witha consolidation, merger, amalgamation or other combination in which the Company is the surviving corporation);

 

 

 

the number of Common Shares (or other securities) purchasableupon exercise of each Warrant immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receivethe kind and number of Common Shares or other securities of the Company which it would have owned or have been entitled to receiveafter the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening ofsuch event or any record date with respect thereto. An adjustment made pursuant to this subsection (a) shall become effective immediatelyafter the effective date of such event retroactive to the record date, if any, for such event.

 

(b)         Incase the Company shall issue rights, options or warrants to all or substantially all holders of its outstanding Common Shares,without any charge to such holders, entitling them (for a period within 45 days after the record date mentioned below) to subscribefor or purchase Common Shares at a price per share which is lower than 95% of the current market price at the record date mentionedbelow (as determined in accordance with subsection (d) below), the number of Common Shares thereafter purchasable upon the exerciseof each Warrant shall be determined by multiplying the number of Common Shares theretofore purchasable upon exercise of each Warrantby a fraction, of which the numerator shall be the number of Common Shares outstanding on the date of issuance of such rights,options or warrants plus the number of additional Common Shares offered for subscription or purchase, and of which the denominatorshall be the number of Common Shares outstanding on the date of issuance of such rights, options or warrants plus the number ofshares which the aggregate offering price of the total number of Common Shares so offered would purchase at the current marketprice per Common Share at such record date. Such adjustment shall be made whenever such rights, options or warrants are issued,and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights,options or warrants.

 

(c)          Incase the Company shall distribute to all or substantially all holders of its Common Shares evidences of its indebtedness or assets(excluding cash dividends or distributions payable out of consolidated earnings or earned surplus and dividends or distributionsreferred to in subsection (a) above or in subsection (d) below or rights, options or warrants, or convertible or exchangeable securitiescontaining the right to subscribe for or purchase Common Shares (excluding those referred to in subsection (b) above)), then ineach case the number of Common Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplyingthe number of Common Shares theretofore purchasable upon the exercise of each Warrant by a fraction, of which the numerator shallbe the then current market price per Common Share (as determined in accordance with subsection (d) below) on the date of such distribution,and of which the denominator shall be the then current market price per Common Share less the then fair value (as determined bythe board of directors of the Company, acting reasonably) of the portion of the assets or evidences of indebtedness so distributedor of such subscription rights, options or warrants, or of such convertible or exchangeable securities applicable to one CommonShare. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of distributionretroactive to the record date for the determination of shareholders entitled to receive such distribution.

 

In the eventof the distribution by the Company to all or substantially all of the holders of its Common Shares of shares of a subsidiary orsecurities convertible or exercisable for such shares, then in lieu of an adjustment in the number of Common Shares purchasableupon the exercise of each Warrant, the Warrantholder of each Warrant, upon the exercise thereof, shall receive from the Company,such subsidiary or both, as the Company shall reasonably determine, the shares or other securities to which such Warrantholderwould have been entitled if such Warrantholder had exercised such Warrant immediately prior thereto, all subject to further adjustmentas provided in this Section 4.1 provided, however, that no adjustment in respect of dividends or interest on such shares or othersecurities shall be made during the term of a Warrant or upon the exercise of a Warrant.

 

 

 

(d)          Forthe purpose of any computation under subsections (b) and (c) of this Section 4.1, the current market price per Common Shareat any date shall be the weighted average price per Common Share for twenty-five (25) consecutive trading days, commencingnot more than 45 trading days before such date on the stock exchange on which the Common Shares are then traded; provided ifthe Common Shares are then traded on more than one stock exchange, then on the stock exchange on which the largest volume ofCommon Shares were traded during such twenty-five (25) consecutive trading day period. The weighted average price per CommonShare shall be determined by dividing the aggregate sale price of all Common Shares sold on such exchange or market, as thecase may be, during the said twenty-five (25) consecutive trading days by the total number of shares so sold. For purposes ofthis subsection (d), trading day means, with respect to a stock exchange, a day on which such exchange is open for thetransaction of business. Should the Common Shares not be listed on any stock exchange the current market price per CommonShare at any date shall be determined by the board of directors of the Company, acting reasonably.

 

(e)          Inany case in which this Article 4 shall require that any adjustment in the Exercise Price be made effective immediately after arecord date for a specified event, the Company may elect to defer until the occurrence of the event the issuance, to the holderof any Warrant exercised after that record date, of the Common Shares and other shares of the Company, if any, issuable upon theexercise of the Warrant over and above the Common Shares and other shares of the Company; provided, however, that the Company shalldeliver to the holder an appropriate instrument evidencing the holder’s right to receive such additional shares upon theoccurrence of the event requiring such adjustment.

 

(f)          Noadjustment in the number of Common Shares purchasable hereunder shall be required unless such adjustment would require an increaseor decrease of at least one percent (1%) in the number of Common Shares purchasable upon the exercise of each Warrant; provided,however, that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and takeninto account in any subsequent adjustment. All calculations shall be made to the nearest one-hundredth of a share.

 

(g)          Whereverthe number of Common Shares purchasable upon the exercise of each Warrant is adjusted, as herein provided, the Exercise Price payableupon exercise of each Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction,of which the numerator shall be the number of Common Shares purchasable upon the exercise of such Warrant immediately prior tosuch adjustment, and of which the denominator shall be the number of Common Shares purchasable immediately thereafter.

 

(h)          Noadjustment in the number of Common Shares purchasable upon the exercise of each Warrant need be made under subsections (b) and(c) if, the Company issues or distributes to the Warrantholder the rights, options, warrants, or convertible or exchangeable securities,or evidences of indebtedness or assets referred to in those subsections which the Warrantholder would have been entitled to receivehad the Warrants been exercised prior to the happening of such event or the record date with respect thereto.

 

 

 

(i)          Inthe event that at any time, as a result of an adjustment made pursuant to subsection (a) above, the Warrantholder shall becomeentitled to purchase any securities of the Company other than Common Shares, thereafter the number of such other sharesso purchasable upon exercise of each Warrant and the Exercise Price of such shares shall be subject to adjustment from time totime in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares containedin subsections (a) through (h), inclusive, above, and the provisions of sections 4.2 through 4.4, inclusive, of this Article 4with respect to the Common Shares, shall apply on like terms to any such other securities.

 

(j)          Uponthe expiration of any rights, options, warrants or conversion or exchange privileges, if any thereof shall not have been exercised,the Exercise Price and the number of Common Shares purchasable upon the exercise of each Warrant shall, upon such expiration, bereadjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment notbeen required, as the case may be) as if:

 

(i)          theonly Common Shares so issued were the Common Shares, if any, actually issued or sold upon the exercise of such rights, options,warrants or conversion or exchange rights; and

 

(ii)         suchCommon Shares, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the aggregateconsideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants orconversion or exchange rights whether or not exercised;

 

provided further, that no suchreadjustment shall have the effect of increasing the Exercise Price or decreasing the number of Common Shares purchasable uponthe exercise of each Warrant by an amount in excess of the amount of the adjustment initially made with respect to the issuance,sale or grant of such rights, options, warrants or conversion or exchange rights.

 

**4.2           VoluntaryAdjustment by the Company**. Subject to requisite Exchange approval, the Company may, at its option, at any time during the termof the Warrants, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Company.

 

**4.3           Noticeof Adjustment**. Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price ofsuch Common Shares is adjusted, as herein provided, the Company shall promptly send to the Warrantholder by first class mail, postageprepaid, notice of such adjustment or adjustments.

 

**4.4           NoAdjustment for Dividends**. Except as provided in Section 4.1 of this Article 4, no adjustment in respect of any dividends shallbe made during the term of a Warrant or upon the exercise of a Warrant.

 

 

** **

**4.5           Preservationof Purchase Rights Upon Merger, Consolidation, etc**. In connection with any consolidation of the Company with, or amalgamationor merger of the Company with or into, another corporation (including, without limitation, pursuant to a “takeover bid”,“tender offer” or other acquisition of all or substantially all of the outstanding Common Shares) or in case of anysale, transfer or lease to another corporation of all or substantially all the property of the Company, the Company or such successoror purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall havethe right thereafter, upon payment of the Exercise Price in effect immediately prior to such action, to purchase upon exerciseof each Warrant the kind and amount of shares and other securities and property which it would have owned or have been entitledto receive after the happening of such consolidation, amalgamation, merger, sale, transfer or lease had such Warrant been exercisedimmediately prior to such action, and the Warrantholder shall be bound to accept such shares and other securities and propertyin lieu of the Common Shares to which it was previously entitled; provided, however, that no adjustment in respect of dividends,interest or other income on or from such shares or other securities and property shall be made during the term of a Warrant orupon the exercise of a Warrant. Any such agreement shall provide for adjustments, which shall be as nearly equivalent as may bepracticable to the adjustments provided for in this Schedule “A”. The provisions of this Article 4 shall similarlyapply to successive consolidations, mergers, amalgamation, sales, transfers or leases.

 

**4.6           Determinationof Adjustments**. If any questions shall at any time arise with respect to the Exercise Price, such question shall be conclusivelydetermined by the Company’s Auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver,British Columbia, that the Company may designate and the Warrantholder, acting reasonably, may approve, and who shall have accessto all appropriate records and such determination shall be binding upon the Company and the holder.

 

ARTICLE 5

COVENANTS BY THE COMPANY

** **

**5.1           Reservationof Common Shares**. The Company will reserve and there will remain unissued out of its authorized capital a sufficient numberof Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate.

 

ARTICLE 6

MERGER AND SUCCESSORS

** **

**6.1           CompanyMay Consolidate, etc. on Certain Terms**. Nothing herein contained shall prevent any consolidation, amalgamation or merger ofthe Company with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the propertiesand estates of the Company as an entirety to any corporation lawfully entitled to acquire and operate same, provided, however,that the corporation formed by such consolidation, amalgamation or merger or which acquires by conveyance or transfer all or substantiallyall the properties and estates of the Company as an entirety shall, simultaneously with such amalgamation, merger, conveyance ortransfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed orobserved by the Company.

 

**6.2           SuccessorCompany Substituted**. In case the Company, pursuant to Section 6.1 shall be consolidated, amalgamated or merged with or intoany other corporation or corporations or shall convey or transfer all or substantially all of its properties and estates as anentirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Companyshall have been consolidated, amalgamated or merged or which shall have received a conveyance or transfer as aforesaid, shall succeedto and be substituted for the Company hereunder and such changes in phraseology and form (but not in substance) may be made inthe Warrant Certificate and herein as may be appropriate in view of such amalgamation, merger or transfer.

 

 

 

ARTICLE 7

AMENDMENTS

** **

**7.1          Amendment,etc**. This Warrant Certificate may only be amended and the obligations of the Company and the rights of the Warrantholder underthis Warrant Certificate may be amended, waived, discharged or terminated (either generally or in a particular instance, eitherretroactively or prospectively and either for a specified period of time or indefinitely) by a written instrument signed by theCompany and the Warrantholder.

 

ARTICLE 8

MISCELLANEOUS

** **

**8.1          Time**.Time is of the essence of the terms of this Warrant Certificate.

 

**8.2          Notice**.Any notice or other communication to be given in connection with this Warrant Certificate must be in writing and given by(a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail (including PDF) or facsimileduring normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’snext business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid, or (d) one (1) business day after deposit with an internationally recognized overnight courier, freightprepaid, specifying next business day delivery, with written verification of receipt, to the recipient at the address belowindicated:

 

     If to the Company:

 

Stellar Biotechnologies, Inc.

332 E. Scott St.

Port Hueneme, CA 93041

Tel: (805) 488-2800 / Fax: (805) 488-2889

Attention: Chief Financial Officer

 

If to the Warrantholder:

 

To the address of such Holder set forth on the booksand records of the Company.

 

or such otheraddress or to the attention of such other person as the recipient party shall have specified by prior written notice to the sendingparty in accordance with the provisions of this paragraph 8.2.

 

8.3          Dispositionof Shares and Warrant.

** **

(a)          TheHolder hereby acknowledges that: (i) this Warrant and any Common Shares issuable upon exercise of the Warrant have not been registered(A) under the 1933 Act on the ground that the issuance of this Warrant is exempt from registration under Section 4(a)(2) of the1933 Act as not involving any public offering, or (B) under any applicable state securities law because the issuance of this Warrantdoes not involve any public offering; and (ii) that the Company’s reliance on the registration exemption under Section 4(a)(2)of the 1933 Act and under applicable state securities laws is predicated in part on the representations hereby made to the Companyby the Warrantholder. The Warrantholder represents and warrants that he, she or it is acquiring this Warrant and will acquire CommonShares issuable upon exercise of the Warrant for investment for his, her or its own account, with no present intention of dividinghis, her or its participation with others or reselling or otherwise distributing this Warrant or Common Shares issuable upon exerciseof the Warrant.

 

 

 

(b)          TheWarrantholder hereby agrees that he, she or it will not sell, transfer, pledge or otherwise dispose of (collectively, ***“Transfer***”) all or any part of this Warrant and/or Common Shares issuable upon exercise of the Warrant unless and until he,she or it shall have first obtained an opinion, reasonably satisfactory to counsel for the Company, of counsel (competent in securitiesmatters, selected by the Warrantholder and reasonably satisfactory to the Company) to the effect that the proposed Transfer maybe made without registration under the 1933 Act and without registration or qualification under any United States state law.

 

(c)          If,at the time of issuance of Common Shares issuable upon exercise of the Warrant, no registration statement is in effect with respectto such shares under applicable provisions of the 1933 Act and the Common Shares issuable upon exercise of the Warrant may notbe sold pursuant to Rule 144 of the 1933 Act, the Company may, at its election, require that any stock certificate evidencing CommonShares issuable upon exercise of the Warrant shall bear the legend reading substantially as set forth in paragraph 3.6(a) above.In addition, so long as the foregoing legend may remain on any stock certificate evidencing Common Shares issuable upon exerciseof the Warrant, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and theshares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.

 

**8.4           Transferof Warrants**. Subject to applicable securities legislation (including, but not limited to, the 1933 Act) and the rules, policies,notices and orders issued by applicable securities regulatory authorities, including the TSX Venture Exchange (or any other stockexchange on which the Common Shares are listed), the Warrants evidenced hereby (or any portion thereof) may be assigned or transferredby the holder by duly completing and executing the transfer form attached hereto as Schedule “C”. The rights and obligationsof the Company and Warrantholder shall be binding upon and enure to the benefit of their successors and permitted assigns.

 

**8.5           WarrantRegister.**The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “***WarrantRegister***”), in the name of the record holder hereof from time to time. The Company may deem and treat the registeredholder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the holder, andfor all other purposes, absent actual notice to the contrary.

 

 

 

SCHEDULE “B”

 

SUBSCRIPTION FORM

** **

 

The undersignedHolder of the within Warrants hereby subscribes for common shares (the “**Common Shares**”) of **STELLAR BIOTECHNOLOGIES,INC.**(the “**Company**”) pursuant to the within Warrants at **US $1.05**per Common Share on the terms specifiedin the said Warrants. This subscription is accompanied by a certified check, bank draft, wire transfer or a money order payableto or to the order of the Company for the whole amount of the purchase price of the Common Shares.

 

In connection with this subscription: (**check one**):

 

1.     ̈   Theundersigned hereby certifies that (i) it is not a U.S. Person (as defined in Regulation S under the United States Securities Actof 1933, as amended (the “U.S. Securities Act”), the definition of which includes, but is not limited to, any individualresident in the United States, any partnership or corporation organized or incorporated under the laws of the United States, andany estate or trust of which any administrator, executor or trustee is a U.S. Person), (ii) at the time of exercise it is notwithin the United States and it did not execute and deliver this subscription form in the United States, and (iii) it is not exercisingany of the Warrants represented by this Warrant Certificate for or on behalf of any U.S. Person or person within the United States.

 

2.     ̈   Theundersigned hereby certifies that (i) it is an Accredited Investor (as defined in Rule 501(a) under the U.S. Securities Act) thatpurchased the Warrants represented by this Warrant Certificate directly from the Company for its own account, (ii) it is exercisingthe Warrants for its own account, and (iii) it remains an Accredited Investor on the date of exercise of the Warrants.

 

Note: The Common Shares will notbe registered or delivered to a U.S. address unless the undersigned has checked box 2 above and satisfied the applicable requirementsthereof. A legend will be placed on any Common Shares issued pursuant to box 2 above to the effect that the Common Shares may notbe transferred except pursuant to an exemption from registration under the U.S. Securities Act and all applicable state securitieslaws.

 

The undersigned hereby directs that the Common Sharesbe registered as follows:

 

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DATED this ___________day of______________________, 20___.

 

 

Instructions:

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