Exhibit 10.1





 


Form of Subscription Agreement for Accredited
Investors


(Canadian and Non-US Residents)


 


 


 


NON-BROKERED
PRIVATE PLACEMENT OF UNITS


 


SUBSCRIPTION
AGREEMENT


 


INSTRUCTIONS


 


		1.	Complete and sign the Execution Page (which
                                            follows this cover page) of the Subscription Agreement.



 


		2.	Complete and sign Exhibit 1 (Certificate
                                            of Accredited Investors) and initial next to the appropriate category in Appendix
                                            “A” to Exhibit 1 and complete and sign Appendix
                                            “B” to Exhibit 1 (Form 45-106F9), if you are an individual
                                            accredited investor required to do so.



 


		3.	Provide payment of the purchase price in Canadian
                                            dollars by delivering a certified cheque or bank draft made payable to “Fasken
                                            Martineau DuMoulin LLP in trust” to Fasken Martineau, 333 Bay Street, Suite 2400,
                                            Bay Adelaide Centre, Box 20, Toronto, ON M5H 2T6, Attention: or by wire transfer according
                                            to the wire instructions below, representing the full subscription price payable by the Subscriber
                                            for the Units set out on the first page of this Subscription Agreement:



 


	 	Currency:	 
	 	Bank Name:	 
	 	Bank Address:	 
	 	Transit Number:	 
	 	Institution Number:	 
	 	Swift Code:	 
	 	Beneficiary:	 
	 	Beneficiary Address:	 
	 	Beneficiary Account Number:	 
	 	Payment Details	 


 


Any associated wire transfer fees are
the responsibility of the subscriber.


 


Subscribers will subscribe for a fixed
dollar amount with the number of units to be determined with reference to prevailing market prices and applicable foreign exchange rates.


 


		4.	Return
                                            a completed and originally executed copy of this Subscription Agreement and the other documents
                                            required to be delivered with it (including payment of the subscription price) by no later
                                            than 4:00 p.m. on Wednesday, October 26, 2022 to Fasken Martineau DuMoulin LLP,
                                            333 Bay Street, Suite 2400, Bay Adelaide Centre, Toronto, ON M5H 2T6, Attention: 
                                            .



 






    


     


    

 


EXECUTION
PAGE - SUBSCRIPTION FOR UNITS


 


TO:          Edesa
Biotech, Inc. (the “Corporation”)


 


The undersigned (the “Subscriber”)
hereby irrevocably subscribes for and agrees to purchase from Edesa Biotech, Inc. (the “Corporation”) that number
of units of the Corporation (individually, a “Unit” and collectively, the “Units”) as will be equal
to the Aggregate Subscription Price set out below divided by the Unit Price. The “Unit Price” shall be the lower of
(i) (A) 100% of the “Official Closing Price” of the Corporation’s common shares (the “Common Shares”)
on the NASDAQ Capital Market (“NASDAQ”) on the Closing Date (as defined herein) and (ii) the average of each
of the five trailing closing prices of the Common Shares set forth under NOCP on Nasdaq.com prior to the Closing Date, in each case expressed
in Canadian dollars using the Bank of Canada daily average exchange rate for United States dollars in terms of Canadian dollars on the
date prior to the Closing Date (the “Minimum Price”), provided that the Unit Price for officers, directors, employees
or consultants shall be made at a price no less than the consolidated closing bid price immediately preceding the Closing Date in accordance
with Listing Rule 5635(c) PLUS (ii) US$0.125 (expressed in Canadian dollars using the Bank of Canada daily average
exchange rate for United States dollars in terms of Canadian dollars on the date prior to the Closing Date) to account for the sale of
the Warrants (as defined below) in accordance with NASDAQ rules.


 


Each Unit comprises one Common Share, one-half
of one whole Class A Common Share purchase warrant (each such Class A Common Share purchase warrant, a “Class A
Warrant”), and one-half of one whole Class B Common Share purchase warrant (each such Class B Common Share purchase
warrant, a “Class B Warrant”, and collectively with the Class A Warrants, the “Warrants”).


 


The exercise price of the Class A Warrants
shall be 150% of the Minimum Price, and the Class A Warrants shall expire three years from their Initial Exercise Date (as defined
herein), upon which date the Class A Warrants shall be exercisable for cash unless a prospectus covering the Common Shares underlying
the Class A Warrants is unavailable, in which case the Class A Warrants may be exercised using cashless exercise provisions.


 


The exercise price of the Class B Warrants
shall be equal to the Minimum Price. The Class B Warrants shall expire twelve months from their Initial Exercise Date, upon which
date the Class A Warrants shall be exercisable for cash unless a prospectus covering the Common Shares underlying the Class B
Warrants is unavailable, in which case the Class B Warrants may be exercised using standard cashless exercise provisions.


 


The Corporation shall file a registration statement
with the SEC within 45 days of the Closing Date (as defined herein) to register the Common Shares and shares issuable upon exercise of
the Warrants, and use its best efforts to have the registration statement declared effective within 75 days of the Closing Date, or in
the case of review by the SEC, within 105 days of the Closing Date (the date that is the earlier to occur of 60 days from the Closing
Date or the date a registration statement for the Common Shares is declared effective, the “Initial Exercise Date”).


 


The Subscriber agrees to be bound by the terms
and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including, without limitation,
the representations, warranties and covenants set forth in the applicable Schedules and Exhibits attached thereto (together with this
Execution Page, the “Subscription Agreement”). The Subscriber further agrees, without limitation, that the Corporation
(and its counsel) may rely upon the Subscriber’s representations, warranties and covenants contained in such documents.


 


[Execution Pages Follow]


 






    


     


    

 


	 	 	 	 	 	 	 
	 	(Name
    of Subscriber – please print)	 	 	 	 

    Aggregate Subscription Price: CDN$
	 	 
	 	 	 	 	 	 
	 	(Signature of Subscriber or authorized Signatory)	 	 	 	 
	 	 	 	 	 	If
    the Subscriber is signing as agent for a principal, complete the following and ensure that the applicable Exhibit(s) are completed
    on behalf of such principal (the “Disclosed Principal”), UNLESS the Subscriber is deemed to be purchasing as a principal
    under National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) by virtue of being either (i) a trust
    company or trust corporation acting on behalf of a fully managed account managed by a trust company or trust corporation; or (ii) a
    person acting on behalf of a fully managed account managed by it, and in each case satisfying the criteria set forth in NI 45-106:	 
	 	 	 	 	 	 
	 	(Official Capacity or Title – please print)	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	(Please print name of individual whose signature appears	 	 	 	 
	 	above if different than the name of the Subscriber	 	 	 	 
	 	printed above.)	 	 	 	 
	 	 	 	 	 	 
	 	(Subscriber’s Address)	 	 	 	 
	 	 	 	 	 	 
	(Subscriber’s Address)
	 
	 	(Telephone Number)	 	 	 	 	 
	 	 	 	 	 	(Name of Disclosed Principal)	 
	 	 	 	 	 	 	 
	 	(E-Mail Address)	 	 	 	(Disclosed Principal’s Address)	 
	 	 	 	 	 	 	 
	 	Subscriber’s Taxpayer ID / SIN / SSN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	Register the Securities as set forth below:	 	 	 	Deliver the Securities as set forth
    below:	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 ̈	Same as Registered Address (otherwise
    complete 	 
	 	(Name)	 	 	 	 	below)	 
	 	 	 	 	 	 	 
	 	(Account reference, if applicable)	 	 	 	(Name)	 
	 	 	 	 	 	 	 
	 	 	 	 	 	(Account reference, if applicable)	 
	 	(Address)	 	 	 	 	 
	 	 	 	 	 	(Contact Name)	 
	 	 	 	 	 	 	 
	 	(Address)	 	 	 	(Address)	 
	 	 	 	 	 	 	 
	 	 	 	 	 	(Address)	 
	 	 	 	 	 	 	 


 


	 	 	 	 	 	 	 	 
	 	
    Is the Subscriber (or the Disclosed Principal) an “inider”

    of the Corporation (as defined in applicable securities

    laws, which generally
	 	 	 	 	Excluding securities subscribed for in this Agreement, the Subscriber owns, directly or indirectly, or exercises control or direction over:	 
	 	includes a director, an officer or a 10% shareholder)?	 	 	 	 	(a) ___________________Common Shares; and	 
	 	(yes/no):__________________	 	 	 	 	(b)  securities convertible or exercisable into an	 
	 	Is the Subscriber registered or required to be registered 	 	 	 	 	additional __________________Common Shares.	 
	 	under applicable securities laws?	 	 	 	 	 	 
	 	(yes/no):__________________	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


 


[Signature Page – Edesa October 2022
Subscription Agreement]


 






    


     


    

 


ACCEPTANCE:
The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.


 


_____________________, 2022


 


	EDESA BIOTECH, INC.
	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page – Edesa October 2022
Subscription Agreement]


 






    


     


    

 


TERMS
AND CONDITIONS OF SUBSCRIPTION


 


Terms of the Offering


 


1.            Irrevocable
Subscription; Subject to Acceptance. By signing this Agreement, the Subscriber irrevocably offers to subscribe for the number of
Units equal to the aggregate Subscription Price set out on the cover page of this Agreement, divided by the Unit Price. The Corporation
may, in its absolute discretion, accept or reject the Subscriber’s subscription for Units set out in this Agreement, in whole or
in part, and the Corporation reserves the right to allot to the Subscriber less than the amount of Units subscribed for under this Agreement.
This Agreement is not enforceable against the Corporation unless (and except to the extent to which) it has been accepted by the Corporation.
The Subscriber waives any requirement of the Corporation to communicate its acceptance of the subscription (in whole or in part) to the
Subscriber. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the subscription
for the Units will be made in accordance with and subject to the terms and conditions of this Subscription Agreement.


 


2.            Return
of Funds. The funds for the aggregate subscription price will be held in trust by Fasken Martineau DuMoulin LLP (“Fasken”),
counsel to the Corporation, for the benefit of the Subscriber pending closing of the Offering. If the Offering is not completed for any
reason, or this Agreement is rejected in whole, any payment delivered on account of the subscription price for the Units will, following
receipt by Fasken of written notification from the Corporation of such rejection, be promptly returned to the Subscriber, without interest.
If this Agreement is accepted only in part, payment in the amount of any excess payment delivered by the Subscriber to Fasken on account
of the subscription price for the Units will, following receipt by Fasken of written notification from the Corporation of such partial
acceptance, be promptly delivered to the Subscriber, without interest. No fractions of any Securities (as defined herein) will be issued
for any subscription. Any funds in excess of the aggregate Subscription Price for the actual number of Units issued shall be promptly
delivered to the Subscriber after Closing. Any return of funds by Fasken hereunder shall be made by the issuance of a cheque sent by
regular mail to the Subscriber.


 


3.            The
Offering. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the Units
subscribed for hereunder form part of a larger offering of Units by the Corporation for aggregate gross proceeds of up to approximately
CDN$5 million (the “Offering”). The Units and the Common Shares and Warrants composing the Units as the context requires
are also referred to herein as the “Securities”.


 


4.            Description
of the Warrants.


 


       The
exercise price of the Class A Warrants shall be 150% of the Minimum Price, and the Class A Warrants shall expire three years
from their Initial Exercise Date, upon which date the Class A Warrants shall be exercisable for cash unless a prospectus covering
the Common Shares underlying the Class A Warrants is unavailable, in which case the Class A Warrants may be exercised using
cashless exercise provisions.


 


       The
exercise price of the Class B Warrants shall be equal to the Minimum Price. The Class B Warrants shall expire twelve months
from their Initial Exercise Date, upon which date the Class A Warrants shall be exercisable for cash unless a prospectus covering
the Common Shares underlying the Class B Warrants is unavailable, in which case the Class B Warrants may be exercised using
standard cashless exercise provisions.


 


       The
Warrants will be created and issued pursuant to definitive physical warrant certificates. Additional specific attributes of the Warrants
shall be set forth in the certificates representing the Warrants, including, among other things, provisions for the appropriate adjustment
in number and price of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification
of the Units.


 


       No fractional Warrants will be issued in any circumstance. Any entitlement to a fraction of a Warrant in connection with
the purchase of Units shall be rounded down to the nearest whole Warrant.


 


5.            Registration
Rights. The Corporation will file a registration statement with the United States Securities and Exchange Commission (the “SEC”)
on Form S-3 or other appropriate form if necessary to comply with General Instruction I.B.6. of Form S-3 and Commission interpretations
thereof) within 45 days of the Closing Date to register the Common Shares issuable upon exercise of the Warrants and shall use its best
efforts to have the registration statement declared effective within 75 days of the Closing Date, or in the case of review by the SEC,
within 105 days of the Closing Date, and to keep such registration statement effective at all times until no Subscriber owns any Warrants
or Common Shares issuable upon exercise thereof.


 






    


     


    

 


6.            Deliveries
by Subscriber. In connection with the purchase of the Securities, the Subscriber agrees to return the following to the Corporation’s
legal counsel, Fasken Martineau DuMoulin LLP (“Fasken”), in accordance with the instructions on the cover page to
this Agreement:


 


		(a)	this Agreement, completed and signed,
                                            including, if the Subscriber is subscribing under the “accredited investor” exemption
                                            from the prospectus requirements of applicable securities laws, a completed and signed Accredited
                                            Investor Certificate attached as Exhibit 1;



 


		(b)	a wire transfer, bank draft or certified
                                            cheque for the aggregate subscription price for the Securities, denominated in Canadian dollars,
                                            payable to Fasken Martineau DuMoulin LLP, in trust, with wire transfer being payable as follows:



 


	 	Currency:	 
	 	Bank
    Name:	 
	 	Bank
    Address:	 
	 	Transit
    Number:	 
	 	Institution
    Number:	 
	 	Swift
    Code:	 
	 	Beneficiary:	 
	 	Beneficiary
    Address:	 
	 	Beneficiary
    Account Number:	 
	 	Payment
    Details	 


 


		(c)	any further documentation required under
                                            securities laws or by NASDAQ or other regulatory authority, or otherwise contemplated by
                                            this Agreement;



 


7.            Compliance
with Laws. The Subscriber (or the Disclosed Principal) agree to comply with applicable securities laws and the policies of NASDAQ
concerning the purchase of, the holding of, and the resale restrictions applicable to, the Securities.


 


8.            Expenses.
All costs incurred by the Subscriber (including any fees and disbursements of any legal counsel or other advisors retained by the
Subscriber) relating to the subscription for Units will be borne by the Subscriber.


 


9.            Conditions
of Closing.


 


The obligation of the Corporation
to complete the sale of the Securities is subject to the fulfillment of the following conditions at or before the Closing Time:


 


		(a)	the Subscriber will have delivered the
                                            items set out in Section 6;



 


		(b)	the representations and warranties made
                                            by the Subscriber in this Agreement will have been true and correct when made and at the
                                            Closing Time with the same force and effect as if they had been made as of the Closing Time;



 


		(c)	all covenants contained in this Agreement
                                            to be performed by the Subscriber at or before the Closing Time will have been performed
                                            in all material respects;



 


		(d)	the Corporation will have received approval
                                            of the Offering from NASDAQ;



 


		(e)	all other necessary regulatory approvals
                                            will have been obtained; and



 


		(f)	the sale of the Units to the Subscribers
                                            will be exempt from prospectus requirements under applicable Canadian provincial and harmonized
                                            securities laws.



 






    


     


    

 


Closing


 


10.          Closing.
The closing of the sale of the Securities (the “Closing”) will take place at Fasken’s offices in Toronto,
Bay Adelaide Centre West, 333 Bay Street, Toronto, Ontario, M5H 2T6 at 10:00 a.m. (Eastern time), or such other time as the Corporation
may determine (the “Closing Time”) on November 1, 2022, or such other earlier or later date as the Corporation
may determine (the “Closing Date”). If, at the Closing, the terms and conditions contained in this Agreement have
been complied with to the satisfaction of the Corporation, the Corporation shall notify Fasken in writing of such and (a) Fasken
will deliver to the Corporation (i) all completed subscription agreements, including this Agreement, and (ii) the aggregate
subscription price for the Units (net of commissions and expenses) and (b) the Corporation will deliver certificates or other evidence
representing the Common Shares and Warrants composing the Units registered in accordance with the Subscriber’s instructions to
the Subscriber in accordance with the delivery instructions provided by the Subscriber.


 


11.          Failure
to Close. If the Closing does not occur on or prior to November 30, 2022, Fasken shall promptly return this Agreement and any
funds, certified cheques and bank drafts delivered by the Subscriber representing the aggregate consideration for the Securities without
interest, to the Subscriber.


 


12.          Representations,
Warranties and Covenants of the Subscriber.  The Subscriber (on its own behalf and, if applicable, on behalf of a Disclosed Principal)
represents, warrants, acknowledges and covenants to the Corporation and its counsel (and acknowledges that they are relying thereon)
both at the date hereof and at the Closing Time (as herein defined) that:


 


		(a)	it recognizes that the purchase of the
                                            Securities involves a high degree of risk including, but not limited to, the following: (i) the
                                            Corporation has a limited operating history and requires substantial funds in addition to
                                            the proceeds of the Offering; (ii) an investment in the Corporation is highly speculative
                                            and only investors who can afford the loss of their entire investment should consider investing
                                            in the Corporation and the Securities; (iii) the Subscriber may not be able to liquidate
                                            his, her or its investment; (iv) there are restrictions on the ability of the Subscriber
                                            to sell the Securities; (v) in the event of a disposition, the Subscriber could sustain
                                            the loss of its entire investment; and (vi) the Corporation has not paid any dividends
                                            since its inception and does not anticipate paying any dividends in the near future;



 


		(b)	it acknowledges and represents that it:
                                            (i) has adequate means of providing for its current financial needs and contingencies,
                                            (ii) has knowledge and experience in business and financial matters and prior investment
                                            experience, including investments in securities without the benefit of a prospectus; (iii) recognizes
                                            the speculative nature of an investment in the Securities; (iv) is able to bear the
                                            economic risk that it hereby assumes; and (v) could afford a complete loss of such
                                            investment in the Securities;



 


		(c)	the Subscriber is aware that there are
                                            restrictions on the Subscriber’s ability to resell the Securities and it is the Subscriber’s
                                            responsibility to consult the Subscriber’s own advisors to find out what those restrictions
                                            are and to comply with them before selling the Securities, and confirms that no representation
                                            has been made to it by or on behalf of the Corporation with respect thereto; acknowledges
                                            that it is aware of the characteristics of the Securities, the risks relating to an investment
                                            therein and of the fact that it may not be able to resell the Securities, except in accordance
                                            with limited exemptions under applicable securities legislation until expiry of the applicable
                                            restricted period and compliance with the other requirements of applicable law;



 


		(d)	the Subscriber is aware that any certificates
                                            representing the Securities will bear legends (or an ownership statement issued under a book-entry
                                            system will bear legend restriction notations) in substantially the following forms:



 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS 4 MONTHS AND ONE DAY AFTER THE CLOSING
DATE WILL BE INSERTED.]”


 


“THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 






    


     


    

 


		(e)	it hereby represents that it has been
                                            furnished by the Corporation during the course of the Offering with all information regarding
                                            the Corporation, the terms and conditions of the Offering and any additional information
                                            that it has requested or desired to know, and has been afforded the opportunity to ask questions
                                            of and receive answers from duly authorized officers or other representatives of the Corporation
                                            concerning the Corporation and the terms and conditions of the Offering;



 


		(f)	it
                                            has not received or been provided with, nor has it requested, nor does it have any need to
                                            receive, any offering memorandum, any prospectus, sales or advertising literature, or any
                                            other document describing the business and affairs of the Corporation which has been prepared
                                            for delivery to, and review by, a prospective purchaser in order to assist it in making an
                                            investment decision in respect of the Securities and the Subscriber’s decision to subscribe
                                            for the Securities was not based upon, and the Subscriber has not relied upon, any oral or
                                            written representations as to facts made by or on behalf of the Corporation, except as set
                                            forth herein and in the Corporation’s current public disclosure record available on
                                            the system for electronic document analysis and retrieval at www.sedar.com.
                                            To the extent necessary, the Subscriber has retained, at its own expense, and relied upon
                                            appropriate professional advice regarding the investment, tax and legal merits and consequences
                                            of this Subscription Agreement and the purchase of the Securities hereunder. The Subscriber
                                            disclaims reliance on any statements made or information provided by any person or entity
                                            in the course of the Subscriber’s consideration of an investment in the Securities
                                            and the results of Subscriber’s own independent investigation;



 


		(g)	it has not become aware of any advertisement
                                            in printed media of general and regular paid circulation (or other printed public media),
                                            radio, television or other means of telecommunications or other form of advertisement (including
                                            electronic display such as the Internet) with respect to the distribution of the Securities;



 


		(h)	the Subscriber has no knowledge of a “material
                                            fact” or “material change” with respect to the Corporation (as those terms
                                            are defined in applicable securities laws, and which generally includes a fact or change
                                            which would reasonably be expected to have a significant effect on the market price of the
                                            Common Shares) that has not been generally disclosed to the public;



 


		(i)	unless disclosed to the Corporation, the
                                            Subscriber is not a “control person” of the Corporation (within the meaning of
                                            applicable securities laws, and which generally includes a person holding or controlling
                                            (alone or in concert with other persons) more than 20% of the Common Shares), and unless
                                            disclosed to the Corporation, the purchase of securities under the Offering will not result
                                            in the Subscriber becoming a “control person” (and, if the Subscriber is purchasing
                                            on behalf of a Disclosed Principal, the purchase of securities under the Offering will not
                                            result in the Disclosed Principal becoming a “control person”);



 


		(j)	it is purchasing the Securities as principal
                                            for its own account, not for the benefit of any other person, for investment only and not
                                            with a view to the resale or distribution of all or any of the Securities, it is resident
                                            in the jurisdiction set out as the “Subscriber’s Address” on the face page hereof
                                            and that address is not being used solely for the purpose of acquiring the Securities, and
                                            if the Subscriber is acting for a Disclosed Principal, such Disclosed Principal is purchasing
                                            as principal for its own account, not for the benefit of any other person, for investment
                                            only and not with a view to resale or distribution, and is resident in the jurisdiction set
                                            forth in the Subscription Agreement as the “Disclosed Principal’s Address”
                                            of the Disclosed Principal and that address is not being used solely for the purpose of acquiring
                                            the Securities, and either:



 


		(i)	the Subscriber is an Accredited Investor
                                            and has concurrently executed and delivered a Certificate in the form attached as Exhibit 1
                                            to this Subscription Agreement and has completed the appropriate Appendices; or



 


		(ii)	the Subscriber (or any Disclosed Principal)
                                            is purchasing pursuant to an exemption from prospectus and registration requirements (particulars
                                            of which have been enclosed herewith by the Subscriber) available to the Subscriber under
                                            applicable securities legislation of the jurisdiction of the Subscriber’s residence
                                            and shall deliver to the Corporation such further particulars of the exemption(s) and
                                            the Subscriber’s qualifications thereunder as the Corporation or its counsel may request;



 






    


     


    

 


		(k)	the Subscriber is aware that the Corporation
                                            is relying on exemptions from the requirements under Canadian securities laws to provide
                                            the Subscriber with a prospectus, and no prospectus has been filed by the Corporation with
                                            any stock exchange or regulatory authority in Canada in connection with the issuance of the
                                            Securities, and as a consequence:



 


		(i)	the Subscriber is restricted from using
                                            some of the civil remedies otherwise available under Canadian securities laws and certain
                                            protections, rights and remedies provided by securities laws, including statutory rights
                                            of rescission or damages, will not be available to the Subscriber; and



 


		(ii)	the Subscriber may not receive information
                                            that would otherwise be required to be provided to the Subscriber under Canadian securities
                                            laws;



 


		(l)	if the Subscriber is resident in or otherwise
                                            subject to applicable securities laws of a jurisdiction other than Canada, the Subscriber
                                            confirms, represents and warrants that:



 


		(i)	the Subscriber is knowledgeable with respect
                                            to, or has been independently advised as to, the applicable securities laws of the jurisdiction
                                            in which the Subscriber is resident (the “International Jurisdiction”)
                                            and which would apply to the acquisition of the Securities;



 


		(ii)	the Subscriber is purchasing the Securities
                                            pursuant to exemptions from prospectus or registration requirements or equivalent requirements
                                            under applicable securities laws or, if such is not applicable, the Subscriber is permitted
                                            to purchase the Securities under the applicable securities laws of the International Jurisdiction
                                            without the need to rely on any exemptions;



 


		(iii)	the applicable securities laws of the
                                            International Jurisdiction do not require the Corporation to make any filings or seek any
                                            approvals of any kind whatsoever from any securities regulator of any kind whatsoever in
                                            the International Jurisdiction in connection with the issue and sale or resale of the Securities;



 


		(iv)	the purchase of the Securities by the Subscriber
                                            does not trigger:



 


		(A)	any obligation to prepare and file a prospectus
                                            or similar document, or any other report with respect to such purchase in the International
                                            Jurisdiction; or



 


		(B)	any continuous disclosure reporting obligation
                                            of the Corporation in the International Jurisdiction; and



 


		(v)	the Subscriber will, if requested by the
                                            Corporation, deliver to the Corporation a certificate or opinion of local counsel from the
                                            International Jurisdiction which will confirm the matters referred to in subsections (ii),
                                            (iii) and (iv) above to the satisfaction of the Corporation acting reasonably;



 


		(m)	it acknowledges that:



 


		(i)	no stock exchange, securities commission
                                            or similar regulatory authority has reviewed or passed on the merits of the Securities;



 


		(ii)	there is no government or other insurance
                                            covering the Securities; and



 


		(iii)	there are risks associated with the purchase
                                            of the Securities;



 


		(n)	the Subscriber is not a “U.S. person”
                                            (as defined in Regulation S under the United States Securities Act of 1933 (the “U.S.
                                            Securities Act”) and which includes an individual resident in the United States,
                                            an estate or trust of which any executor, administrator or trustee is a U.S. person, and
                                            any corporation or partnership incorporated or organized under the laws of the United States)
                                            (a “U.S. Person”) and the Securities were not offered to the Subscriber
                                            in the United States. At the time the buy order for the Securities originated, the Subscriber
                                            was outside the United States, and this Agreement was executed and delivered by (or on behalf
                                            of) the Subscriber outside the United States;



 






    


     


    

 


		(o)	the Subscriber understands that the Securities
                                            are “restricted securities” in the United States and have not been registered
                                            under the U.S. Securities Act or any applicable state securities law and is acquiring such
                                            Securities as principal for his, her or its own account and not with a view to or for distributing
                                            or reselling such Securities or any part thereof in violation of the U.S. Securities Act
                                            or any applicable state securities law, has no present intention of distributing any of such
                                            Securities in violation of the Securities Act or any applicable state securities law and
                                            has no direct or indirect arrangement or understandings with any other persons to distribute
                                            or regarding the distribution of such Securities in violation of the U.S. Securities Act
                                            or any applicable state securities law (this representation and warranty not limiting such
                                            Subscriber’s right to sell any Securities registered pursuant to a registration statement
                                            or otherwise in compliance with applicable federal and state securities laws);



 


		(p)	it understands that the Warrants will
                                            not be registered under the securities laws of the United States, and unless a registration
                                            statement is filed with the SEC registering the Class A Warrant Shares and Class B
                                            Warrant Shares and such registration statement is made effective, the Class A Warrant
                                            Shares and Class B Warrant Shares may not be offered or sold, directly or indirectly,
                                            in the United States except pursuant to registration under the U.S. Securities Act and the
                                            securities laws of all applicable states or available exemptions therefrom;



 


		(q)	it undertakes and agrees that it will
                                            not offer or sell Securities in the United States unless such securities are registered under
                                            the U.S. Securities Act and the securities laws of all applicable states of the United States
                                            or an exemption from such registration requirements is available, and further that it will
                                            not resell the Securities, except in accordance with the provisions of applicable securities
                                            legislation, regulations, rules, policies and orders and stock exchange rules, and the Subscriber
                                            is solely responsible for compliance with such legislation, rules, and regulations;



 


		(r)	if the Subscriber is a corporation, partnership,
                                            unincorporated association or other entity, it has the legal capacity and competence to enter
                                            into and be bound by this Subscription Agreement and to perform all of its obligations hereunder,
                                            and if it is a body corporate, it is duly incorporated or created and validly subsisting
                                            under the laws of the jurisdiction of its incorporation, and further certifies that all necessary
                                            approvals of directors, shareholders or otherwise have been given and obtained;



 


		(s)	the performance and compliance with the
                                            terms hereof, the subscription for the Units and the completion of the transactions described
                                            herein by the Subscriber will not result in any material breach of, or be in conflict with,
                                            or constitute a material default under, or create a state of facts that, after notice or
                                            lapse of time, or both, would constitute a material default under any term or provision of
                                            the constating documents, by-laws or resolutions of the Subscriber (if the Subscriber is
                                            not an individual), applicable securities laws or any other laws applicable to the Subscriber,
                                            any agreement to which the Subscriber is a party, or any judgment, decree, order, statute,
                                            rule or regulation applicable to the Subscriber;



 


		(t)	if the Subscriber is an individual, it
                                            is of the full age of majority and is legally competent to execute this Subscription Agreement
                                            and take all action pursuant hereto;



 


		(u)	this Subscription Agreement and any other
                                            documents contemplated hereby, have been duly and validly authorized, executed and delivered
                                            by and constitute a legal, valid, binding and enforceable obligation of the Subscriber in
                                            accordance with its terms;



 


		(v)	in the case of a subscription by it for
                                            Securities acting as agent for a Disclosed Principal, it is duly authorized to execute and
                                            deliver this Subscription Agreement and all other necessary documentation in connection with
                                            such subscription on behalf of such Disclosed Principal and this Subscription Agreement has
                                            been duly authorized, executed and delivered by or on behalf of, and constitutes a legal,
                                            valid and binding agreement of, such Disclosed Principal and the Subscriber acknowledges
                                            that the Corporation is required by law to disclose to certain principal regulatory authorities
                                            the identity of the Disclosed Principal for whom the Subscriber may be acting;



 


		(w)	the Subscriber will execute, deliver,
                                            file and otherwise assist the Corporation in filing, such reports, undertakings and other
                                            documents with respect to the issue of the Securities as may be required by any securities
                                            commission, stock exchange or other regulatory authority;



 


		(x)	the entering into of this Subscription
                                            Agreement and the transactions contemplated hereby, will not result in a violation of any
                                            of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber
                                            is not a natural person, any of the Subscriber’s constating documents, or any agreement
                                            to which the Subscriber is a party or by which it is bound;



 






    


     


    

 


		(y)	none of the funds the Subscriber is using
                                            to purchase the Securities represent proceeds of crime for the purposes of the Proceeds
                                            of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”)
                                            or the United States Uniting and Strengthening America by Providing Appropriate Tools
                                            Required to Intercept and Obstruct Terrorism Act (the “Patriot Act”)
                                            and the Subscriber acknowledges that the Corporation may in the future be required by law
                                            to disclose the Subscriber’s (and if applicable, the Disclosed Principal’s) name
                                            and other information relating to this Subscription Agreement and the Subscriber’s
                                            (and if applicable, the Disclosed Principal’s) subscription hereunder, on a confidential
                                            basis, pursuant to the PCMLTFA or the Patriot Act. To the best of its knowledge:
                                            (a) none of the subscription funds to be provided by the Subscriber: (i) have
                                            been or will be derived from or related to any activity that is deemed criminal under the
                                            law of Canada, the United States or any other jurisdiction; or (ii) are being tendered
                                            on behalf of a person or entity who has not been identified to the Subscriber, and (b) it
                                            shall promptly notify the Corporation if the Subscriber discovers that any of such representations
                                            ceases to be true, and to provide the Corporation with appropriate information in connection
                                            therewith;



 


		(z)	the Subscriber acknowledges that the Corporation’s
                                            counsel is acting as counsel to the Corporation and not as counsel to the Subscriber, and
                                            acknowledges that it is solely responsible for and has been encouraged to and should obtain
                                            independent legal, income tax and investment advice with respect to its subscription for
                                            Securities and accordingly, has been independently advised as to the meanings of all terms
                                            contained herein relevant to the Subscriber for purposes of giving representations, warranties
                                            and covenants under this Subscription Agreement;



 


		(aa)	no person (including the Corporation)
                                            has made to the Subscriber any written or oral representations:



 


		(i)	that any person will resell or repurchase
                                            any of the Securities;



 


		(ii)	that any person will refund the purchase
                                            price for the Securities; or



 


		(iii)	as to the future price or value of any
                                            of the Securities;



 


		(bb)	in making its decision to enter into
                                            this Agreement for the purchase of the Securities, the Subscriber has relied solely on the
                                            Corporation’s current public disclosure record available on the system for electronic
                                            document analysis and retrieval at www.sedar.com;



 


		(cc)	the Subscriber’s offer to subscribe
                                            for Securities has not been induced by any representations with regard to the present or
                                            future value of the Securities;



 


		(dd)	the Subscriber is aware that: the Corporation
                                            may complete additional financings in the future to develop the proposed business of the
                                            Corporation and to fund its ongoing development; that there is no assurance that any financings
                                            will be available or, if available, that the financings will be available on reasonable terms;
                                            any future financings may have a dilutive effect on current securityholders, including the
                                            Subscriber (or a Disclosed Principal); and, if future financings are not available, the Corporation
                                            may be unable to fund its ongoing development and the lack of capital resources may result
                                            in the failure of its business venture;



 


		(ee)	there is no person acting or purporting
                                            to act in connection with the Offering who is entitled to any brokerage or finder’s
                                            fee and if any person establishes a claim that any fee or other compensation is payable in
                                            connection with this subscription for Units, the Subscriber covenants to indemnify and hold
                                            harmless the Corporation with respect thereto and with respect to all costs reasonably incurred
                                            in the defence thereof;



 


		(ff)	the Subscriber is not purchasing Units
                                            with knowledge of material information concerning the Corporation that has not been generally
                                            disclosed;



 


		(gg)	the Subscriber does not act jointly or
                                            in concert with any other person for the purposes of the acquisition of the Securities; and



 






    


     


    

 


		(hh)	if the Subscriber, or any person for
                                            whom it is contracting hereunder, is a corporation or a partnership, syndicate, trust, association,
                                            or any other form of unincorporated organization or organized group of persons, the Subscriber
                                            or such person was not created and is not being used solely to permit purchases of or to
                                            hold securities without a prospectus in reliance on a prospectus and registration exemption
                                            (including but not limited to the “Minimum Investment Amount” exemption provided
                                            under section 2.10 of NI 45-106 or as an accredited investor as described in paragraph (m) of
                                            the definition of “accredited investor” in section 1.1 of NI 45-106) and it pre-existed
                                            the Offering and has a bona fide purpose other than investment in the Securities.



 


General


 


13.          Accuracy
of Representations and Warranties. The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein
will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time and will survive the completion
of the issuance of the Securities. The representations, warranties and covenants of the Subscriber herein are made with the intent that
they be relied upon by the Corporation in determining the eligibility of a purchaser of Securities and the Subscriber agrees to indemnify
the Corporation and its directors, officers, partners, employees and agents against all losses, claims, costs, expenses and damages or
liabilities which any of them may suffer or incur which are caused or arise from a breach thereof. The Subscriber undertakes to immediately
notify the Corporation at its head office, to the attention of the Chief Financial Officer, of any change in any statement or other information
relating to the Subscriber set forth herein which takes place prior to the Closing Time.


 


14.          Responsibility
for Costs. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements
of any special counsel retained by the Subscriber) relating to the sale of the Securities to the Subscriber shall be borne by the Subscriber.


 


15.          Collection
of Personal Information. This Subscription Agreement requires the Subscriber to provide certain personal information to the Corporation.
Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation,
determining the Subscriber’s eligibility to purchase the Securities under applicable securities legislation, preparing and registering
certificates (or other evidence of subscription) representing the Common Shares and Warrants to be issued to the Subscriber and completing
filings required by taxation authorities and any stock exchange or securities regulatory authority. Securities regulatory authorities
in each of the provinces of Canada have been granted the authority to indirectly collect this personal information pursuant to securities
legislation and this personal information is also being collected for the purpose of administration and enforcement of securities legislation.
The Subscriber hereby acknowledges and consents to the collection, use, and disclosure of certain personal information by securities
regulatory authorities in Canada. If the Subscriber is resident in or otherwise subject to the securities laws applicable in another
province of Canada, the information provided by the Subscriber on the first page of this Subscription Agreement identifying the
name, address and telephone number of the Subscriber, the Securities being purchased hereunder and the subscription price, as well as
the Closing Date and the exemption that the Subscriber is relying on in purchasing the Securities will be disclosed to the applicable
securities regulatory authority, and such information is being indirectly collected by such securities regulatory authority under the
authority granted to it under securities legislation. This information is being collected for the purposes of the administration and
enforcement of the securities legislation of the applicable province. Each Subscriber (and for certainty, including each Disclosed Principal)
hereby authorizes the indirect collection of such information by the applicable securities regulatory authority. In the event the Subscriber
has any questions with respect to the indirect collection of such information by securities regulatory authorities, the Subscriber should
contact the applicable securities regulatory authority at the addresses set out at Schedule "C" hereto. The Subscriber’s
(and if applicable, each Disclosed Principal’s) personal information may be disclosed by the Corporation to: (a) regulatory
authorities (including stock exchanges, if applicable); (b) the Corporation’s registrar and transfer agent; (c) taxation
authorities; and (d) any of the other parties involved in the Offering, including legal counsel. By executing this Agreement, the
Subscriber (and if applicable, any other Disclosed Principal) is deemed to be consenting to the foregoing collection (including the indirect
collection of personal information), use and disclosure of the Subscriber’s personal information. The Subscriber (and if applicable,
the Disclosed Principal) also consents to the filing of copies or originals of any of the Subscriber’s documents described in this
Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the
transactions contemplated hereby.


 


16.          Governing
Law. The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed
in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn
to the exclusive jurisdiction of the courts of the Province of Ontario.


 


17.          Time
of the Essence. Time shall be of the essence hereof.


 






    


     


    

 


18.          Entire
Agreement. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof
and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to
herein.


 


19.          Assignment.
The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the
Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by
a Subscriber who is acting as nominee or agent for the beneficial owner and as otherwise herein provided, this Subscription Agreement
shall not be assignable by the Subscriber without prior written consent of the other parties.


 


20.          Modification.
Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument
in writing signed by the party against whom any waiver, change, discharge or termination is sought.


 


21.          Severability.
The invalidity, illegality or unenforceability of any provision of this Subscription Agreement shall not affect the validity, legality
or enforceability of any other provision hereof.


 


22.          Agreement
For Consideration. The Subscriber, on its own behalf and, if applicable, on behalf of the Disclosed Principal, agrees that this subscription
is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and,
if applicable, on behalf of the Disclosed Principal.


 


23.          Currency.
In this Subscription Agreement, references to “$” or “CDN$” are to Canadian dollars.


 


*****


 






    


     


    

 


Schedule "A"


EXHIBIT 1


 


CERTIFICATE
OF “ACCREDITED INVESTOR”


 


TO:     Edesa
Biotech, Inc. (the “Corporation”)


 


In connection with the proposed purchase of Units
of the Corporation (the “Securities”) by the subscriber or if applicable, the Disclosed Principal on whose behalf
the subscriber is purchasing as agent (the “Subscriber”), the Subscriber represents, warrants, covenants and certifies
that:


 


		1.	the Subscriber is purchasing the Securities
                                            as principal for its own account and not for the benefit of another, or is deemed to be purchasing
                                            the Securities as principal pursuant to applicable securities laws, and is:



 


		(a)	_________ an “accredited investor”
                                            within the meaning of National Instrument 45-106 - Prospectus Exemptions (“NI
                                            45-106”) by virtue of satisfying the indicated criterion as set out in Appendix
                                            “A” to this Certificate (YOU MUST ALSO INITIAL BESIDE THE APPLICABLE CATEGORY
                                            ON Appendix “A” TO THIS CERTIFICATE);
                                            or



 


		(b)	_________ purchasing the Securities as
                                            agent or trustee for a beneficial purchaser, and each such beneficial purchaser is purchasing
                                            as principal for its own account and not for the benefit of another, and each such beneficial
                                            purchaser is an “accredited investor” within the meaning of NI 45-106 by virtue
                                            of satisfying the indicated criterion as set out in Appendix “A” to this certificate
                                            (YOU MUST ALSO INITIAL BESIDE THE APPLICABLE CATEGORY ON Appendix
                                            “A” TO THIS CERTIFICATE).



 


		2.	if the Subscriber (or beneficial purchaser)
                                            is not an individual, the person was not created or used solely to purchase or hold securities
                                            as an accredited investor;



 


		3.	these representations, warranties, covenants
                                            and certifications will be true and correct both as of the execution of this certificate
                                            and as of the Closing Time of the purchase and sale of the Securities purchased by the Subscriber
                                            and will survive the completion of the issue of the Subscriber’s Securities; and



 


		4.	these representations, warranties, covenants
                                            and certifications are made by the Subscriber with the intent that they be relied upon in
                                            determining the suitability of the beneficial purchaser as a purchaser of the Securities,
                                            and the Subscriber undertakes to immediately notify the Corporation of any change in any
                                            statement or other information relating to the Subscriber (and the beneficial purchaser)
                                            set forth herein which takes place prior to the Closing Time of the purchase and sale of
                                            the Subscriber’s Securities.



 


Dated: ________________________, 2022.


 


	 	Print name of Subscriber

     

	 	By:	 
	 	 	Signature
	 	 	 
	 	 	Print name of signatory (if different from Subscriber)
	 	 	 
	 	 	Title


 


IMPORTANT:


 


		(A)	PLEASE
                                            INITIAL BESIDE THE APPLICABLE CATEGORY ON Appendix “A” TO THIS CERTIFICATE.






		(B)	INDIVIDUAL
                                            ACCREDITED INVESTORS IN THE CATEGORIES DESCRIBED IN (J), (K) OR (L) OF Appendix
                                            “A” TO THIS CERTIFICATE MUST ALSO COMPLETE AND SIGN Appendix “B”
                                            TO THIS CERTIFICATE.



 


		(C)	FOR A DEFINITION OF CERTAIN TERMS
                                            USED IN THIS EXHIBIT AND ITS APPENDICES, PLEASE REFER TO SCHEDULE "B"
                                            OF THIS SUBSCRIPTION AGREEMENT.



 






    


     


    

 





Appendix
 “A”


 


TO
EXHIBIT 1


 


DEFINITION
OF “ACCREDITED INVESTOR”


 


INSTRUCTIONS:


 


		(1)	Prior to completing this Appendix “A”,
                                            please carefully review the definitions set forth in Schedule "B" of the
                                            Subscription Agreement, particularly the definitions of “financial assets”
                                            as distinguished from “net assets”, as well as “related liabilities”.



 


		(2)	The Subscriber must initial beside the
                                            applicable category of “accredited investor” the Subscriber qualifies
                                            under below.



 


“accredited investor”, as
used in this Schedule, means:


 


Initials


 


	_______	(a)	a Canadian financial institution, or a Schedule III bank; or
	_______	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
	_______	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; or
	_______	(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; or
	_______	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); or
	_______	(e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
	_______	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; or
	_______	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; or
	_______	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
	_______	(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; or
	_______	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets (which term excludes real estate) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000; or 
	 	 	[AN INDIVIDUAL
    QUalifying IN THIS CATEGORY MUST FULLY COMPLETE AND EXECUTE FORM 45-106F9 ATTACHED HERETO AS Appendix “B” TO THIS
    EXHIBIT 1.]
	_______	(j.1)	an individual who beneficially owns financial assets (which term excludes real estate) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000; or 
	_______	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or 
	 	 	[AN INDIVIDUAL QUalifying
    IN THIS CATEGORY MUST FULLY COMPLETE AND EXECUTE FORM 45-106F9 ATTACHED HERETO AS APPENDIX “B” TO THIS EXHIBIT 1]


 






    


     


    

 


	_______	(l)	an
    individual who, either alone or with a spouse, has net assets that exceed $5,000,000; or [AN
    INDIVIDUAL QUalifying IN THIS CATEGORY MUST FULLY COMPLETE AND EXECUTE FORM 45-106F9
    ATTACHED HERETO AS Appendix “B” TO THIS EXHIBIT 1.]
	_______	(m)	a person, other than an individual or investment fund, that
has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or
	_______	(n)	an investment fund that distributes or has distributed its
securities only to
	 	 	(a)	a person that is or was an accredited investor at the time
of the distribution;
	 	 	(b)	a person that acquires or acquired securities in the circumstances
referred to in sections 2.10 [“Minimum Amount Investment exemption”] or 2.19 [“Additional Investment in Investment
Funds exemption”] of NI 45-106; or
	 	 	(c)	a person described in paragraph (i) or (ii) that
acquires or acquired securities under section 2.18 [“Investment Fund Reinvestment exemption”] of NI 45-106; or
	_______	(o)	an investment fund that distributes or has distributed securities
under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has
issued a receipt; or
	_______	(p)	a trust company or trust corporation registered or authorized
to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada
or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case
may be; or
	_______	(q)	a person acting on behalf of a fully managed account managed
by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities
legislation of a jurisdiction of Canada or a foreign jurisdiction; or
	_______	(r)	a registered charity under the Income Tax Act (Canada)
that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation
of the jurisdiction of the registered charity to give advice on the securities being traded; or
	_______	(s)	an entity organized in a foreign jurisdiction that is analogous
to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or
	_______	(t)	a person in respect of which all of the owners of interests,
direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited
investors (as defined in this Schedule); or
	_______	(u)	an investment fund that is advised by a person registered as
an adviser or a person that is exempt from registration as an adviser; or
	_______	(v)	a person that is recognized or designated by the securities
regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or
	_______	(w)	a  trust established by an accredited investor
(as defined in this Appendix) for the benefit of the accredited investor’s family members of which a majority of the trustees are
accredited investors (as defined in this Appendix) and all of the beneficiaries are the accredited investor’s spouse, a former
spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that
accredited investor’s spouse or of that accredited investor’s former spouse.


 


All dollar amounts referred to in this Schedule
are expressed in Canadian dollars.


 


For the purposes of this Appendix “A”:


 


		(a)	a trust company or trust corporation described
                                            in paragraph (p) above, other than a trust company or trust corporation registered
                                            under the laws of Prince Edward Island that is not registered or authorized under the Trust
                                            and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of
                                            Canada, is deemed to be purchasing as principal; and



 


		(b)	a person described in paragraph (q) above
                                            is deemed to be purchasing as principal.



 






    


     


    

 


Appendix
 “B”


 


TO
EXHIBIT 1


 


Form 45-106F9

Form for Individual Accredited Investors


 


	WARNING!

                                                                                                This
investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.



 


	SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	1.            About your investment
	Type of securities:  Units	  Issuer:  Edesa Biotech, Inc.






	Purchased from:Edesa Biotech, Inc.
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.            Risk acknowledgement
	This investment is risky. Initial that you understand that:	Your 

initials
	Risk of loss – You could lose your entire investment of $__________________.  [Instruction: Insert the total dollar amount of the investment.]	 
	Liquidity risk – You may not be able to sell your investment quickly – or at all.	 
	Lack of information – You may receive little or no information about your investment.	 
	Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.            Accredited investor status
	You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.	Your 

initials
	  ·            Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)	 
	  ·            Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year.	 
	  ·             Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities.	 
	  ·             Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.)	 


 






    


     


    

 


	4.            Your name and signature
	By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
	First and last name (please print):	 
	Signature:	 	Date:	 
	SECTION 5 TO BE COMPLETED BY THE SALESPERSON
	5.            Salesperson information
	[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
	First and last name of salesperson (please print):	Par Nijhawan
	Telephone:	 	Email:	 
	Name of firm (if registered):          N/A	
	SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	6.           For more information about this investment contact:
	
    Edesa Biotech, Inc.

     

    100 Spy Court

     

    Markham, Ontario, L3R 5H6

     

    Attention: Par Nijhawan

     

    Phone: 

     

    Email: 

     

    For more information about prospectus exemptions, contact
your local securities regulator. You can find contact information at www.securities-administrators.ca.

     




 


Form instructions:


 


		1.	The information in sections 1, 5
                                            and 6 must be completed before the purchaser completes and signs the form.



 


		2.	The purchaser must sign this form.
                                            Each of the purchaser and the issuer or selling security holder must receive a copy of this
                                            form signed by the purchaser. The issuer or selling security holder is required to keep a
                                            copy of this form for 8 years after the distribution.



 






    


     


    

 


Schedule "B"


 


DEFINITIONS


 


“affiliate” – an issuer
is an affiliate of another issuer if:


 


		(a)	one of them is the subsidiary of the other;



 


		(b)	each of them is controlled by the same
                                            person.



 


For the purposes hereof, a person (first person)
is considered to control another person (second person) if


 


		(a)	the first person beneficially owns directly
                                            or indirectly, beneficially owns or exercises control or direction over securities of the
                                            second person carrying votes which, if exercised, would entitle the first person to elect
                                            a majority of the directors of the second person, unless that first person holds the voting
                                            securities only to secure an obligation,



 


		(b)	the second person is a partnership, other
                                            than a limited partnership, and the first person holds more than 50% of the interests of
                                            the partnership, or



 


		(c)	the second person is a limited partnership
                                            and the general partner of the limited partnership is the first person.



 


“bank” means a bank named
in Schedule I or II of the Bank Act (Canada);


 


“Canadian financial institution”
means


 


		(a)	an association governed by the Cooperative
                                            Credit Associations Act (Canada) or a central credit cooperative society for which an
                                            order has been made under section 473(1) of that Act, or



 


		(b)	a bank, loan corporation, trust company,
                                            trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial
                                            services cooperative, or league that, in each case, is authorized by an enactment of Canada
                                            or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;



 


“control person” has the meaning
ascribed thereto in applicable securities legislation;


 


“director” means


 


		(a)	a member of the board of directors of
                                            a company or an individual who performs similar functions for a company, and



 


		(b)	with respect to a person that is not a
                                            company, an individual who performs functions similar to those of a director of a company;



 


“eligibility adviser” means


 


		(a)	a person that is registered as an investment
                                            dealer and authorized to give advice with respect to the type of security being distributed,
                                            and



 


		(b)	in Saskatchewan or Manitoba, also means
                                            a lawyer who is a practicing member in good standing with a law society of a jurisdiction
                                            of Canada or a public accountant who is a member in good standing of an institute or association
                                            of chartered accountants, certified general accountants or certified management accountants
                                            in a jurisdiction of Canada provided that the lawyer or public accountant must not



 


		(i)	have a professional, business or personal
                                            relationship with the issuer, or any of its directors, executive officers, founders, or control
                                            persons, and



 






    


     


    

 


		(ii)	have acted for or been retained personally
                                            or otherwise as an employee, executive officer, director, associate or partner of a person
                                            that has acted for or been retained by the issuer or any of its directors, executive officers,
                                            founders or control persons within the previous 12 months;



 


“executive officer” means,
for an issuer, an individual who is


 


		(a)	a chair, vice-chair or president,



 


		(b)	a vice-president in charge of a principal
                                            business unit, division or function including sales, finance or production, or



 


		(c)	performing a policy-making function in
                                            respect of the issuer;



 


“financial assets” means cash,
securities or a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;
and specifically excludes real estate. For the purposes of paragraphs (j) and (j.1) of Exhibit 1, financial assets
are those financial assets which are beneficially owned. The following factors are indicative of beneficial ownership of financial assets:


 


		(a)	physical or constructive possession of
                                            evidence of ownership of the financial asset;



 


		(b)	entitlement to receipt of any income generate
                                            d by the financial asset;



 


		(c)	risk of loss of the value of the financial
                                            asset; and



 


		(d)	the ability to dispose of the financial
                                            asset or otherwise deal with it as the individual sees fit.



 


Financial assets are generally liquid or relatively
easy to liquidate. Realizable value of financial assets generally means the fair market value of the assets that may reasonably be obtained
in an orderly liquidation. To satisfy the thresholds in paragraphs (j) and (j.1) above, the value must be net of related liabilities.


 


“foreign jurisdiction” means
a country other than Canada or a political subdivision of a country other than Canada;


 


“founder” means, in respect
of an issuer, a person who,


 


		(a)	acting alone, in conjunction, or in concert
                                            with one or more persons, directly or indirectly, takes the initiative in founding, organizing
                                            or substantially reorganizing the business of the issuer, and



 


		(b)	at the time of the distribution or trade
                                            is actively involved in the business of the issuer;



 


“fully managed account” means
an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for
the account without requiring the client’s express consent to a transaction;


 


“jurisdiction” or “jurisdiction
of Canada” means a province or territory of Canada except when used in the term foreign jurisdiction;


 


“local jurisdiction” means,
in a national instrument or multilateral instrument adopted or made by a Canadian securities regulatory authority, the jurisdiction in
which the Canadian securities regulatory authority is situate;


 


“net assets” means total assets
(including real estate) less total liabilities (including mortgages). For the purposes of paragraph 1 of Exhibit 1, the value attributed
to assets should reasonably reflect their estimated fair value and tax is considered a liability to be deducted if the obligation to
pay the tax is outstanding at the date of closing of the purchase of the Securities.


 


“person” includes


 


		(a)	an individual,



 


		(b)	a corporation,



 


		(c)	a partnership, trust, fund and an association,
                                            syndicate, organization or other organized group of persons, whether incorporated or not,
                                            and



 






    


     


    

 


		(d)	an individual or other person in that
                                            person’s capacity as a trustee, executor, administrator or personal or other legal
                                            representative;



 


“regulator” means, for the
local jurisdiction, the person referred to in Appendix D of National Instrument 14-101, opposite the name of the local jurisdiction;


 


“related entity” means, for
an issuer, a person that controls or is controlled by the issuer or that is controlled by the same person that controls the issuer;


 


“related liabilities” means


 


		(a)	liabilities incurred or assumed for the
                                            purpose of financing the acquisition or ownership of financial assets, or



 


		(b)	liabilities that are secured by financial
                                            assets;



 


“Schedule III bank” means
an authorized foreign bank named in Schedule III of the Bank Act (Canada);


 


“securities legislation” means
the applicable securities legislation of a jurisdiction of Canada;


 


“spouse” means, an individual
who


 


		(a)	is married to another individual and is
                                            not living separate and apart within the meaning of the Divorce Act (Canada), from
                                            the other individual,



 


		(b)	is living with another individual in a
                                            marriage-like relationship, including a marriage-like relationship between individuals of
                                            the same gender, or



 


		(c)	in Alberta, is an individual referred
                                            to in paragraph (a) or (b) above, or is an adult interdependent partner within
                                            the meaning of the Adult Interdependent Relationships Act (Alberta);



 


“subsidiary” means an issuer
that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary; and


 


For the purpose of this Subscription Agreement,
for residents of Manitoba, “distribution” means a primary distribution to the public.


 


For the purpose of this Subscription Agreement,
for residents of Québec, “trade” refers to any of the following activities:


 


		(a)	the activities described in the definition
                                            of “dealer” in section 5 of the Securities Act (Québec),
                                            including the following activities;



 


		(i)	the sale or disposition of a security by
                                            onerous title, whether the terms of payment be on margin, instalment or otherwise, but does
                                            not include, a transfer or the giving in guarantee of securities in connection with a debt
                                            or the purchase of a security, except as provided in paragraph (b);



 


		(ii)	participation as a trader in any transaction
                                            in a security through the facilities of an exchange or a quotation and trade reporting system;



 


		(iii)	the receipt by a registrant of an order
                                            to buy or sell a security;



 


		(b)	a transfer or the giving in guarantee
                                            of securities of an issuer from the holdings of a control person in connection with a debt.



 


*****


 






    


     


    

 


Schedule "C"


 


CONTACT
INFORMATION WITH RESPECT TO THE COLLECTION OF PERSONAL INFORMATION


 


	Alberta Securities Commission

    Suite 600, 250 - 5th Street SW

    Calgary, Alberta T2P 0R4

     

    Telephone: (403) 297-6454

    Toll free in Canada: 1-877-355-0585

    Facsimile: (403) 297-2082
	Government of Nunavut

    Department of Justice

    Legal Registries Division

    P.O. Box 1000, Station 570

    1st Floor, Brown Building

    Iqaluit, Nunavut X0A 0H0

     

    Telephone: (867) 975-6590

    Facsimile: (867) 975-6594

	British Columbia Securities Commission

    P.O. Box 10142,

    Pacific Centre

    701 West Georgia Street

    Vancouver, British Columbia V7Y 1L2

     

    Inquiries: (604) 899-6854

    Toll free in Canada: 1-800-373-6393

    Facsimile: (604) 899-6581

    Email:
inquiries@bcsc.bc.ca
	Ontario Securities Commission

    20 Queen Street West, 22nd Floor

    Toronto, Ontario M5H 3S8

    Telephone: (416) 593-8314

    Toll free in Canada: 1-877-785-1555

    Facsimile: (416) 593-8122

     

    Email:
    exemptmarketfilings@osc.gov.on.ca

    Public official contact regarding indirect collection of information:
    Inquiries Officer

	The Manitoba Securities Commission

    500 - 400 St. Mary Avenue

    Winnipeg, Manitoba R3C 4K5

     

    Telephone: (204) 945-2548

    Toll free in Manitoba: 1-800-655-5244

    Facsimile: (204) 945- 0330
	Prince Edward Island Securities Office

    95 Rochford Street, 4th Floor Shaw Building

    P.O. Box 2000

    Charlottetown, Prince Edward Island

    C1A 7N8

     

    Telephone: (902) 368-4569

    Facsimile: (902) 368-5283

	Financial and Consumer Services Commission (New Brunswick)

    85 Charlotte Street, Suite 300

    Saint John, New Brunswick E2L 2J2

     

    Telephone: (506) -658-3060

    Toll free in Canada: 1-866-933-2222

    Facsimile: (506) 658-3059

    Email:
    info@fcnb.ca
	Autorité des marchés financiers

    800, Square Victoria, 22e étage

    C.P. 246, Tour de la Bourse

    Montréal, Québec H4Z 1G3

     

    Telephone: (514) 395-0337 or 1-877-525-0337

    Facsimile: (514) 864-6381

    (For privacy requests only)

    Email:
    financementdessocietes@lautorite.qc.ca (For corporate finance issuers)

	Government of Newfoundland and Labrador

    Financial Services Regulation Division

    P.O. Box 8700

    Confederation Building

    2nd Floor, West Block

    Prince Philip Drive

    St. John’s, Newfoundland and Labrador A1B 4J6

     

    Attention: Director of Securities

    Telephone: (709) 729-4189

    Facsimile: (709) 729-6187
	Financial and Consumer Affairs Authority of Saskatchewan

    Suite 601 - 1919 Saskatchewan Drive

    Regina, Saskatchewan S4P 4H2

     

    Telephone: (306) 787-5879

    Facsimile: (306) 787-5899




 






    


     


    

 


	Government of the Northwest Territories

    Office of the Superintendent of Securities

    P.O. Box 1320

    Yellowknife, Northwest Territories

    X1A 2L9

     

    Attention: Deputy Superintendent,

    Legal & Enforcement

    Telephone: (867) 920-8984

    Facsimile: (867) 873-0243
	Government of Yukon

    Department of Community Services

    Law Centre, 3rd Floor

    2130 Second Avenue

    Whitehorse, Yukon Y1A 5H6

     

    Telephone: (867) 667-5314

    Facsimile: (867) 393-6251

	Nova Scotia Securities Commission

    Suite 400, 5251 Duke Street

    Duke Tower, P.O. Box 458

    Halifax, Nova Scotia B3J 2P8

     

    Telephone: (902) 424-7768

    Facsimile: (902) 424-4625