Exhibit 10.3


 


 


DELMAR
PHARMACEUTICALS, INC.

COMMON STOCK WARRANT





	Warrant
No. [ ]	 	Original Issue Date: _______, 2016
	 	 	 



 


DelMar
Pharmaceuticals, Inc., a Nevada corporation (the "Company"), hereby certifies that, as partial compensation
for its services as advisor to the Company,________________________________________or its registered assigns (the "Holder"),
is entitled to purchase from the Company up to a total of ________shares of common stock, par value $0.001 per share
(the “Common Stock”) (each, a “Warrant” and collectively, the
“Warrants,” and each such share of Common Stock, a "Warrant Share" and all such shares of
Common Stock, the "Warrant Shares"), at any time and from time to time commencing 180 days from the Original
Issue Date, and through and including ________, 2021, the fifth anniversary of the Original Issue Date (the "Expiration
Date"), and subject to the following terms and conditions:


1.Definitions.
As used in this Warrant, the following terms shall have the


respective definitions
set forth in this Section 1.


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 144.


“Business
Day” means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


              “Common
Stock” means the common stock of the Company, $0.001 par value per share, and any securities into which such common stock
may hereafter be reclassified or for which it may be exchanged as a class.


     "Exchange
Act" means the Securities Exchange Act of 1934, as amended. "Exercise Price" means $1.00, subject to
adjustment in accordance with Section 9.


"Fundamental
Transaction" means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(3) or (3) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the
Common Stock is effectively converted into or exchanged for other securities, cash or property.


“New
York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.






    	1 



    	 



    

 





“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant.


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


“Rule
144” means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission
having substantially the same effect as such Rule.


"Securities
Act" means the Securities Act of 1933, as amended.


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities
and Exchange Commission under the Exchange Act.


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not
quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by OTC Markets
Group Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event
that the Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ
Global Market, the NASDAQ Capital Market or the OTCQX or OTCQB on which the Common Stock is listed or quoted for trading on the
date in question.


2.             
Registration of Warrant. The Company shall record this Warrant upon records to be maintained by the Company
for that purpose (the "Warrant Register"), in the name of the record Holder
hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for
the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


3.             
Registration of Transfers. The Company shall register the transfer of
any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto
duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant
to purchase shares of Common Stock, in substantially the form of this Warrant (any such new Warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance
of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations
of a holder of a Warrant.






    	2 



    	 



    




4.                
Exercise and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from
time to time from and after 180 days from the Original Issue Date through and including the Expiration Date. At 6:30 p.m., New
York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of
no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder.


5.                
Delivery of Warrant Shares.


(a)           
To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the Warrant
is being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant
Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than three Trading Days
after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable
upon such exercise. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company:
(i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment
of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.


(b)           
If by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares
in the manner required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of
the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock
or Warrants that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, and, upon
request, of the Company, evidence of the amount of such loss. For the avoidance of doubt, at any time during which there is no
effective registration statement for the resale of the Warrant Shares, the Company may settle the exercise of the Warrant with
unregistered common stock.






    	3 



    	 



    




(c)The
Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder's
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


6.             
Charges, Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or
expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided,
however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible
for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


7.             
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant,
a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party
costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder
shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New
Warrant.


 


8.             
Reservation of Warrant Shares. The Company covenants that it will at all times reserve and keep available
out of the aggregate of its authorized but unissued and otherwise unreserved Warrants and shares of Common Stock solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrants and shares
of Common Stock which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or
any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of
Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.






    	4 



    	 



    




9.Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


(a)             
Stock Dividends and Splits. If the Company, at any time while this Warrant
is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that
is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this
paragraph shall become effective immediately after the effective date of such subdivision or combination.


(b)            
Fundamental Transactions. If, at any time while this Warrant is outstanding
there is a Fundamental Transaction, then the Holder shall have the right to exercise the Warrant concurrent with the closing of
the Fundamental Transaction and receive, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "Alternate
Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing
provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise
thereof. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement
security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


       (c)              Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so
that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment.






    	5 



    	 



    

 


(d)          
Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.


(e)          
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its
expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing
in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each
such certificate to the Holder and to the Company's Transfer Agent.


(f)           
Notice of Corporate Events. If the Company (i) declares a dividend or
any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting
of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves,
enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a
notice describing the material terms and conditions of such transaction (but only to the extent such disclosure would not result
in the dissemination of material, non-public information to the Holder) at least 10 calendar days prior to the applicable record
or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction,
and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity
to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however,
that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to
be described in such notice.


10.Payment
of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


(a)          
Cash Exercise. The Holder may deliver immediately available funds; or


(b)          
Cashless Exercise. In lieu of a cash exercise pursuant to Section 10(a),
the Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows (it being acknowledged, for the avoidance of doubt,
that such Warrant Shares will be unregistered):


 



    	6 



    	 



    




X = Y [(A-B)/A]





where:


X =
the number of Warrant Shares to be issued to the Holder.


Y = the number
of Warrant Shares with respect to which this Warrant is being exercised.


A = the average
of the daily volume weighted average price of the Common Stock for the five Trading Days immediately prior to (but not including)
the Date of Exercise.


B = the Exercise Price.


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant
Shares shall be deemed to have commenced, on the date this Warrant was originally issued. For the avoidance of doubt, there is
no circumstance that would require the Company to net cash settle the Warrant.


11.Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the


number of Warrant Shares
that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the
extent necessary to insure that, following such exercise (or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be
aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For
such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. To the extent that the limitation contained in this Section 11 applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and
of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of an Exercise
Notice shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject the
limitation contained in this Section 11, and the Company shall have no obligation to verify or confirm the accuracy of such determination.
This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order
to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction
as contemplated in Section 9 of this Warrant. This restriction may not be waived. Notwithstanding anything to the contrary contained
in this Warrant, (a) no term of this Section may be waived by any party, nor amended such that the threshold percentage of ownership
would be directly or indirectly increased, (b) this restriction runs with the Warrant and may not be modified or waived by any
subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section will be void
ab initio.


 



    	7 



    	 



    




12.No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. As to
any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.


 


13.“Piggy-Back”
Registration. The Holder shall have the right, for a period of four and a half (4.5) years commencing 180 days from
the Effective Date, to require the Company to use commercially reasonable efforts to all or any portion of the shares of Common
Stock underlying this Warrant (“Registrable Securities”) as part of any other registration of securities filed by
the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant
to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering
for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on
the number of shares of Common Stock underlying the Warrants which may be included in the registration statement because, in such
underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,
then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities
with respect to which the Holder requested inclusion hereunder as the underwriter(s) shall reasonably permit. Any holder of Registrable
Securities may elect to withdraw such Holder’s request for inclusion of Registrable Securities in any piggyback registration
by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement.
No provision of this Warrant will be deemed to limit the right of the Company (whether on its own determination or as the result
of a withdrawal by persons making a demand pursuant to written contractual obligations) to withdraw a registration statement at
any time prior to the effectiveness of the registration statement. The Company shall bear all fees and expenses attendant to registering
the Registrable Securities pursuant to Section 13hereof, but the Holder shall pay any and all underwriting commissions or brokerage
fees related to the Registrable Securities and its own legal expenses in connection with such registration, if any. In the event
of such a proposed registration, the Company shall furnish the then Holder of outstanding Registrable Securities with not less
than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. The Holder of the Registrable
Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within ten (10) days
of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall use its commercially
reasonable efforts to cause any registration statement filed pursuant to the piggyback right granted under Section 13(b) to remain
effective for a period of at least nine (9) consecutive months.


14.Notices. Any
and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be
in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (New York City
time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than
6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The
addresses for such communications shall be: (i) if to the Company, to DelMar Pharmaceuticals, Inc., Suite 720-999 West
Broadway, Vancouver, British Columbia, Canada, V5Z 1K5, telecopy number: (604) 608-5685, Attention: Chief Executive
Officer (or such other address as the Company shall indicate in writing in accordance with this Section), or (ii) if to the
Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the
Holder may provide to the Company in accordance with this Section.






    	8 



    	 



    




15.         
Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days' notice to the Holder,
the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business
shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's
last address as shown on the Warrant Register.


16.         
Miscellaneous.


(a)             
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and
the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions
on waivers and amendments set forth in Section 11 of this Warrant.


(b)              All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against
a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the
jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each
party hereto hereby irrevocably waives personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or
the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant,
then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.






    	9 



    	 



    

 


(c)              
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit
or affect any of the provisions hereof.


(d)             
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


(e)              
Prior to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of
a stockholder with respect to the Warrant Shares.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]






    	10 



    	 



    

 


 


IN WITNESS
WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	DELMAR
PHARMACEUTICALS, INC.
	 	 
	 	By: 	
	 	 	Name: Jeffrey Bacha
Title:
President and CEO



 









    	11 



    	 



    

 





EXERCISE
NOTICE


DELMAR PHARMACEUTICALS, INC.

WARRANT DATED ________, 2016


The undersigned Holder hereby
irrevocably elects to purchase ____________Warrant Shares


pursuant to the above referenced Warrant.
Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.


		(1)	The undersigned Holder hereby exercises its right to purchase Warrant Shares pursuant to the
Warrant.



		(2)	(PLEASE CHECK ONE METHOD OF PAYMENT) _____The Holder shall pay the sum of $_______________
to the Company in accordance with the terms of the Warrant OR _______The Holder shall exercise the Warrant cashlessly in accordance with the terms of the Warrant.






		(3)	Pursuant
                                         to this Exercise Notice, the Company shall deliver to the holder ______________Warrant
                                         Shares in accordance with the terms of the Warrant.



     


		(4)	By its delivery of this Exercise Notice, the undersigned
represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially
own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934) permitted to be owned under Section 11 of this Warrant to which this notice relates.






	 	 	 
	 	 	 
	 	 	Name
of Holder:
	Date: _________, __________	 	 
	 	 	(Print)
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:
	 	 	 
	 	 	Date:
	 	 	 
	 	 	 
	 	 	(Signature must conform in all respects
to name of holder as specified on the face of the Warrant)



 






    	12 



    	 



    

 








Warrant Exercise Log


	Date	Number of Warrant Shares Available to be Exercised	Number of Warrant Shares Exercised	Number of Warrant Shares Remaining to be Exercised
	
         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 	 


 








    	13