Exhibit 10.14


 


WARRANT
TO PURCHASE COMMON

SHARES OF


 


MPX
BIOCEUTICAL CORPORATION

(existing under the laws of Ontario)


 


	Warrant Certificate
Number:	Number
                   of Warrants:



 


THIS
CERTIFIES THAT, for value received,               . (the “Holder”),                , being the registered holder of this
warrant (“Warrant”) is entitled, at any time prior to 5:00 p.m. (Toronto time) on the Expiry Day (as defined
below) to subscribe for and purchase the number of common shares (the “Warrant Shares”) of MPX Bioceutical
Corporation (the “Company”) set forth above on the basis of one Warrant Share at a price of $0.84 (the “Exercise
Price”) for each Warrant exercised, subject to adjustment as set out herein, by surrendering to the Company at its principal
office, 701 - 5255 Yonge Street, Toronto, ON M2N 6P4, this Warrant certificate (the “Warrant Certificate”), with
a completed and executed Subscription Form attached hereto as Schedule “A”, and payment in full for the Warrant Shares
being purchased.


 


The
Company shall treat the Holder as the absolute owner of this Warrant for all purposes and the Company shall not be affected by
any notice or knowledge to the contrary. The Holder shall be entitled to the rights evidenced by this Warrant free from all equities
and rights of set-off or counterclaim between the Company and the original or any intermediate holder and all persons may act
accordingly and the receipt by the Holder of the Warrant Shares issuable upon exercise hereof shall be a good discharge to the
Company and the Company shall not be bound to inquire into the title of any such Holder.


 


Nothing
contained herein shall confer any right upon the Holder to subscribe for or purchase any Warrant Shares at any time after the
Expiry Time, and from and after the Expiry Time these Warrants and all rights hereunder shall be void and of no value.


 


	1.	Definitions: In this Warrant Certificate, including the preamble, unless there is something
                                         in the subject matter or context inconsistent therewith, the following expressions shall
                                         have the following meanings, namely:



 


		(a)	“Adjustment
                                         Period” means the period commencing on the date hereof and ending at the Expiry
                                         Time;



 


		(b)	“Business
                                         Day” means any day other than a Saturday, Sunday, legal holiday or a day on
                                         which banking institutions are closed in Toronto, Ontario;



 


		(c)	“Common
                                         Shares” means the common shares of the Company as such shares are constituted
                                         on the date hereof, as the same may be reorganized, reclassified or otherwise changed
                                         pursuant to any of the events set out in Section 12 hereof;



 


		(d)	“Company”
                                         means MPX Bioceutical Corporation, a company incorporated under the of the Province
                                         of Ontario and its successors and assigns;



 


		(e)	“Current
                                         Market Price” at any date shall be the weighted average trading price per Common
                                         Share for each day there was a closing price for the 20 consecutive trading days ending
                                         five trading days immediately before such date on any stock exchange on which the Common
                                         Shares may then be listed, or, if the Common Shares or any other security in respect
                                         of which a determination of Current Market Price is being made are not listed on any
                                         stock exchange, the Current Market Price shall be determined by the directors, acting
                                         reasonably and in good faith, which determination shall be conclusive;



 






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		(f)	“Dividends
                                         Paid in the Ordinary Course” means dividends paid in any financial year of
                                         the Company, whether in (i) cash; (ii) shares of the Company; (iii) warrants or similar
                                         rights to purchase any shares of the Company or property or other assets of the Company
                                         provided that the value of such dividends does not in such financial year exceed the
                                         greater of:



 


		(i)	150%
                                         of the aggregate amount of dividends paid by the Company on the Common Shares in the
                                         12-month period ending immediately prior to the first day of such financial year; and



 


		(ii)	100%
                                         of the consolidated net earnings from continuing operations of the Company, before any
                                         extraordinary items, for the 12-month period ending immediately prior to the first day
                                         of such financial year (such consolidated net earnings from continuing operations to
                                         be computed in accordance with generally accepted accounting principles in Canada);



 


		(g)	“Exercise
                                         Price” means $0.84 per Warrant Share, subject to adjustment in accordance with
                                         Section 12 hereof;



 


		(h)	“Expiry
                                         Day” means the date which is five (5) years from the date hereof;



 


		(i)	“Expiry
                                         lime” means 5:00 p.m. (Toronto time) on the Expiry Day;



 


		(j)	“Holder”
                                         shall have the meaning ascribed thereto on the face page hereof;



 


		(k)	“person”
                                         means an individual, corporation, partnership, unincorporated syndicate, unincorporated
                                         organization, trust, trustee, executor, administrator, or other legal representative,
                                         or any group or combination thereof or any other entity whatsoever;



 


		(I)	“U.S.
                                         Person” means U.S. person as that term is defined in Regulation S adopted by
                                         the United States Securities Exchange Commission under the U.S. Securities Act;



 


		(m)	“U.S.
                                         Securities Act” means the United States Securities Act of 1933, as amended;



 


		(n)	“Warrant”
                                         means a warrant exercisable to purchase one Common Share at the Exercise Price until
                                         the Expiry Time; and



 


		(o)	“Warrant
                                         Share” means the Common Shares issuable upon the exercise of the Warrants.



 


	2.	Expiry
                                         lime: At the Expiry Time, all rights under the Warrants evidenced hereby, shall
                                         expire and be of no further force and effect.



 


	3.	Exercise
                                         Procedure:



 


		(a)	The
                                         Holder may exercise the right to subscribe and purchase the number of Warrant Shares
                                         herein provided, by delivering to the Company prior to the Expiry Time at its principal
                                         office this Warrant Certificate, with the Subscription Form attached hereto duly completed
                                         and executed by the Holder or its legal representative or attorney, duly appointed by
                                         an instrument in writing in form and manner satisfactory to the Company, together with
                                         a certified cheque or bank draft payable to or to the order of the Company in an amount
                                         equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant
                                         Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof
                                         to the Company at its principal office set forth herein (or to such other address as
                                         the Company may notify the Holder).






 




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		(b)	Upon
                                         such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder
                                         hereof the Warrant Shares subscribed for not exceeding those which such Holder is entitled
                                         to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a
                                         shareholder of the Company in respect of the Warrant Shares subscribed for, if permitted
                                         by applicable law, with effect from the date of such delivery and payment and shall be
                                         entitled to delivery of a certificate evidencing the Warrant Shares and the Company shall
                                         cause such certificates to be mailed to the Holder hereof at the address or addresses
                                         specified in such subscription as soon as practicable.



 


		(c)	This
                                         Warrant may not be exercised in the United States or by or on behalf of a U.S. Person
                                         unless an exemption is available from the registration requirements of the U.S. Securities
                                         Act and applicable state securities laws and the holder of this Warrant has furnished
                                         an opinion of counsel of recognized standing in form and substance satisfactory to the
                                         Company to such effect.



 


	4.	Partial
                                         Exercise: The Holder may subscribe for and purchase a number of Warrant Shares
                                         less than the maximum number the Holder is entitled to purchase pursuant to the full
                                         exercise of this Warrant Certificate. In the event of any sue h subscription prior to
                                         the Expiry Time, the Holder shall be entitled to receive, without charge, a new Warrant
                                         Certificate in respect of the balance of the Warrant Shares which the Holder was entitled
                                         to subscribe for pursuant to this Warrant Certificate and which were then not purchased.



 


	5.	No
                                         Fractional Shares: Notwithstanding any adjustments provided for in Section 12
                                         hereof or otherwise, the Company shall not be required upon the exercise of any Warrants
                                         to issue fractional Warrant Shares in satisfaction of its obligations hereunder and,
                                         in any such case, the number of Warrant Shares issuable upon the exercise of any Warrants
                                         shall be rounded down to the nearest whole number.



 


	6.	Exchange
                                         of Warrant Certificates: This Warrant Certificate may be exchanged for Warrant
                                         Certificates representing in the aggregate the same number of Warrants and entitling
                                         the Holder thereof to subscribe for and purchase an equal aggregate number of Warrant
                                         Shares at the same Exercise Price and on the same terms as this Warrant Certificate.



 


	7.	Transfer
                                         of Warrants: Subject to the terms hereof, this Warrant may be transferred, subject
                                         to the terms set forth in the Transfer Form attached hereto as Schedule “B”.
                                         No transfer of this Warrant shall be effective unless this Warrant Certificate is accompanied
                                         by a duly executed Transfer Form or other instrument of transfer in such form as the
                                         Company may from time to time prescribe, together with such evidence of the genuineness
                                         of each endorsement, execution and authorization and of other matters as may reasonably
                                         be required by the Company, and delivered to the Company. No transfer of this Warrant
                                         shall be made if in the opinion of counsel to the Company such transfer would result
                                         in the violation of any applicable securities laws. Subject to the foregoing, the Company
                                         shall issue and mail as soon as practicable, and in any event within five Business Days
                                         of such delivery, a new Warrant Certificate registered in the name of the transferee
                                         or as the transferee may direct and shall take all other necessary actions to effect
                                         the transfer as directed.



 





	8.	Not
                                         a Shareholder: Nothing in this Warrant Certificate or in the holding of a Warrant
                                         evidenced hereby shall be construed as conferring upon the Holder any right or interest
                                         whatsoever as a shareholder of the Company.


 




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	9.	No
                                         Obligation to Purchase: Nothing herein contained or done pursuant hereto shall
                                         obligate the Holder to subscribe for or the Company to issue any shares except those
                                         shares in respect of which the Holder shall have exercised its right to purchase hereunder
                                         in the manner provided herein.



 


	10.	Ranking
                                         of Warrants: All Warrants of the Company shall rank pari passu, notwithstanding
                                         the actual date of the issue thereof.



 


	11.	Covenants:



 


		(a)	The
                                         Company covenants and agrees that so long as any Warrants evidenced hereby remain outstanding,
                                         it shall reserve and there shall remain unissued out of its authorized capital a sufficient
                                         number of Warrant Shares to satisfy the right of purchase herein provided for, it will
                                         cause the Warrant Shares subscribed for and purchased in the manner herein providED to
                                         be issued and delivered as directed, and such Warrant Shares shall be issued as fully
                                         paid and non-assessable Common Shares and the holders thereof shall not be liable to
                                         the Company or to its creditors in respect thereof.



 


		(b)	The
                                         Company covenants and agrees that until the Expiry Time, while the Warrants (or remaining
                                         portion thereof) shall be outstanding, it shall use its best efforts to preserve and
                                         maintain its corporate existence.



 


		(c)	The
                                         Company shall use its commercially reasonable efforts to ensure the Warrant Shares are
                                         listed and posted for trading on such stock exchange as the Common Shares may be listed
                                         at the time of exercise of the Warrants, as applicable.



 


	12.	Adjustments:



 


		(a)	Adjustment: The rights of the holder of this Warrant, including the number of Warrant Shares
                                         issuable upon the exercise of such Warrants, will be adjusted from time to time in the
                                         events and in the manner provided in, and in accordance with the provisions of, this
                                         Section. The purpose and intent of the adjustments provided for in this Section is to
                                         ensure that the rights and obligations of the Holder are neither diminished or enhanced
                                         as a result of any of the events set forth in paragraphs (b), (c) or (d) of this Section.
                                         Accordingly, the provisions of this Section shall be interpreted and applied in accordance
                                         with such purpose and intent.



 


		(b)	The
                                         Exercise Price in effect at any date will be subject to adjustment from time to time
                                         as follows:



 


		(i)	Share
                                         Reorganization: If and whenever at any time during the Adjustment Period, the Company
                                         shall (A) subdivide, redivide or change the outstanding Common Shares into a greater
                                         number of Common Shares, (B) consolidate, combine or reduce the outstanding Common Shares
                                         into a lesser number of Common Shares, or (C) fix a record date for the issue of Common
                                         Shares or securities convertible into or exchangeable for Common Shares to all or substantially
                                         all of the holders of Common Shares by way of a stock dividend or other distribution
                                         other than a Dividend Paid in the Ordinary Course, then, in each such event, the Exercise
                                         Price shall, on the record date for such event or, if no record date is fixed, the effective
                                         date of such event, be adjusted so that it will equal the rate determined by multiplying
                                         the Exercise Price in effect immediately prior to such date by a fraction, of which the
                                         numerator shall be the total number of Common Shares outstanding on such date before
                                         giving effect to such event, and of which the denominator shall be the total number of
                                         Common Shares outstanding on such date after giving effect to such event. Such adjustment
                                         shall be made successively whenever any such event shall occur. Any such issue of Common
                                         Shares by way of a stock dividend shall be deemed to have been made on the record date
                                         for such stock dividend for the purpose of calculating the number of outstanding Common
                                         Shares under paragraphs Emily and 12(b)(ii) hereof.



 




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		(ii)	Rights
                                         Offering: If and whenever at any time during the Adjustment Period, the Company shall
                                         fix a record date for the issue of rights, options or warrants to all or substantially
                                         all of the holders of Common Shares entitling the holders thereof, within a period expiring
                                         not more than 45 days after the record date for such issue, to subscribe for or purchase
                                         Common Shares (or securities convertible into or exchangeable for Common Shares) at a
                                         price per share (or having a conversion or exchange price per share) less than 95% of
                                         the Current Market Price on such record date, then the Exercise Price shall be adjusted
                                         immediately after such record date so that it will equal the rate determined by multiplying
                                         the Exercise Price in effect on such record date by a fraction, of which the numerator
                                         shall be the total number of Common Shares outstanding on such record date plus the number
                                         of Common Shares equal to the number arrived at by dividing the aggregate price of the
                                         total number of additional Common Shares so offered for subscription or purchase (or
                                         the aggregate conversion or exchange price of the convertible or exchangeable securities
                                         so offered) by such Current Market Price, and of which the denominator shall be the total
                                         number of Common Shares outstanding on such record date plus the total number of additional
                                         Common Shares so offered for subscription or purchase (or into or for which the convertible
                                         or exchangeable securities so offered are convertible or exchangeable). Any Common Shares
                                         owned by or held for the account of the Company or any subsidiary of the Company shall
                                         be deemed not to be outstanding for the purpose of any such computation. Such adjustment
                                         shall be made successively whenever such a record date is fixed, provided that if two
                                         or more such record dates referred to in this paragraph 12(b)(ii) are fixed within a
                                         period of 25 Business Days, such adjustment will be made successively as if each of such
                                         record dates occurred on the earliest of such record dates. To the extent that any such
                                         rights, options or warrants are not exercised prior to the expiration thereof, the Exercise
                                         Price shall then be readjusted to the Exercise Price which would then be in effect based
                                         upon the number of Common Shares (or securities convertible into or exchangeable for
                                         Common Shares) actually issued upon the exercise of such rights, options or warrants,
                                         as the case may be.



 


		(iii)	Distribution: If and whenever at any time during the Adjustment Period, the Company shall fix a
                                         record date for the making of a distribution to all or substantially all of the holders
                                         of Common Shares of (A) shares of any class other than Common Shares whether of the Company
                                         or any other corporation, (B) rights, options or warrants to acquire Common Shares or
                                         securities exchangeable for or convertible into Common Shares or property or other assets
                                         of the Company (other than rights, options or warrants exercisable by the holders thereof
                                         within a period expiring not more than 45 days after the record date for such issue or
                                         distribution to acquire Common Shares or securities exchangeable for or convertible into
                                         Common Shares at a price per share, or at an exchange or conversion price per share in
                                         the case of securities exchangeable for or convertible into Common Shares, of at least
                                         95% of the Current Market Price of the Co1mnon Shares on such record date), (C) evidences
                                         of indebtedness, or (D) cash, securities or other property or assets then, in each such
                                         case and if such distribution does not constitute a Dividend Paid in the Ordinary Course,
                                         or fall under clauses (i) or (ii) above, the Exercise Price will be adjusted immediately
                                         after such record date so that it will equal the rate determined by multiplying the Exercise
                                         Price in effect on such record date by a fraction, of which the numerator shall be the
                                         total number of Common Shares outstanding on such record date multiplied by the Current
                                         Market Price on the earlier of such record date and the date on which the Company announces
                                         its intention to make such distribution, less the aggregate fair market value (as determined
                                         by the directors, acting reasonably, at the time such distribution is authorized) of
                                         such shares or rights, options or warrants or evidences of indebtedness or cash, securities
                                         or other property or assets so distributed, and of which the denominator shall be the
                                         total number of Common Shares outstanding on such record date multiplied by such Current
                                         Market Price. Any Common Shares owned by or held for the account of the Company or any
                                         subsidiary of the Company shall be deemed not to be outstanding for the purpose of any
                                         such computation. Such adjustment shall be made successively whenever such a record date
                                         is fixed, provided that if two or more such record dates referred to in this paragraph
                                         12(b)(iii) are fixed within a period of 25 Business Days, such adjustment will be made
                                         successively as if each of such record dates occurred on the earliest of such record
                                         dates. To the extent that any such rights, options or warrants so distributed are not
                                         exercised prior to the expiration thereof, the Exercise Price shall then be readjusted
                                         to the Exercise Price which would then be in effect based upon such rights, options or
                                         warrants or evidences of indebtedness or cash, securities or other property or assets
                                         actually distributed or based upon the number or amount of securities or the property
                                         or assets actually issued or distributed upon the exercise of such rights, options or
                                         warrants, as the case may be.



 




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		(c)	Reclassifications:
                                         If and whenever at any time during the Adjustment Period, there is (A) any reclassification
                                         of or amendment to the outstanding Common Shares, any change of the Common Shares into
                                         other shares or any other reorganization of the Company (other than as described in subsection
                                         12(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form
                                         of business combination of the Company with or into any other corporation resulting in
                                         any reclassification of the outstanding Common Shares, any change of the Common Shares
                                         into other shares or any other reorganization of the Company, or (C) any sale, lease,
                                         exchange or transfer of the undertaking or assets of the Company as an entirety or substantially
                                         as an entirety to another corporation or entity, then, in each such event, the Holder
                                         of this Warrant which is thereafter exercised shall be entitled to receive, and shall
                                         accept, in lieu of the number of Common Shares to which such Holder was theretofore entitled
                                         upon such exercise, the kind and number or amount of shares or other securities or property
                                         which such Holder would have been entitled to receive as a result of such event if, on
                                         the effective date thereof, such Holder had been the registered holder of the number
                                         of Common Shares to which such Holder was theretofore entitled upon such exercise. If
                                         necessary as a result of any such event, appropriate adjustments will be made in the
                                         application of the provisions set forth in this subsection with respect to the rights
                                         and interests thereafter of the Holder of this Warrant Certificate to the end that the
                                         provisions set forth in this subsection will thereafter correspondingly be made applicable,
                                         as nearly as may reasonably be, in relation to any shares or other securities or property
                                         thereafter deliverable upon the exercise of this Warrant. Any such adjustments will be
                                         made by and set forth in an instrument supplemental hereto approved by the directors,
                                         acting reasonably, and shall for all purposes be conclusively deemed to be an appropriate
                                         adjustment.


 


		(d)	If
                                         at any time during the Adjustment Period any adjustment or readjustment in the Exercise
                                         Price shall occur pursuant to the provisions of subsection 12(b) or 12(c) of this Warrant
                                         Certificate, then the number of Warrant Shares purchasable upon the subsequent exercise
                                         of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by
                                         multiplying the number of Warrant Shares purchasable upon the exercise of the Warrants
                                         immediately prior to such adjustment or readjustment by a fraction which shall be the
                                         reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.



 


	13.	Rules
                                         Regarding Calculation of Adjustment of Exercise Price:



 


		(a)	The
                                         adjustments provided for in Section 12 are cumulative and will, in the case of adjustments
                                         to the Exercise Price, be computed to the nearest whole Warrant Share and will be made
                                         successively whenever an event referred to therein occurs, subject to the following subsections
                                         of this Section 13.



 


		(b)	No
                                         adjustment in the Exercise Price is required to be made unless such adjustment would
                                         result in a change of at least 1% in the prevailing Exercise Price and no adjustment
                                         in the Exercise Price is required unless such adjustment would result in a change of
                                         at least one one-hundredth of a Warrant Share; provided, however, that any adjustments
                                         which, except for the provisions of this subsection, would otherwise have been required
                                         to be made, will be carried forward and taken into account in any subsequent adjustments.



 


		(c)	No
                                         adjustment in the Exercise Price will be made in respect of any event described in Section
                                         12, other than the events referred to in clauses 12(l)(c), if the Holder is entitled
                                         to participate in such event on the same terms, mutatis mutandis, as if the Holder
                                         had exercised this Warrant prior to or on the effective date or record date of such event.



 


		(d)	No
                                         adjustment in the Exercise Price will be made under Section 12 in respect of the issue
                                         from time to time of Common Shares issuable from time to time as Dividends Paid in the
                                         Ordinary Course to holders of Common Shares who exercise an option or election to receive
                                         substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend,
                                         and any such issue will be deemed not to be a reorganization.



 




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		(e)	If
                                         at any time a question or dispute arises with respect to adjustments provided for in
                                         Section 12, such question or dispute will be conclusively determined by the accountants
                                         of the Company or, if they are unable or unwilling to act, by such other firm of independent
                                         chartered accountants that is a participant of the Canadian Public Accountability Board,
                                         as may be selected by action of the directors of the Company and any such determination,
                                         subject to regulatory approval and absent manifest error, will be binding upon the Company
                                         and the Holder. The Company will provide such auditor or chartered accountant with reasonable
                                         access to all relevant records of the Company.


 


		(f)	In
                                         case the Company after the date of issuance of this Warrant takes any action affecting
                                         the Common Shares, other than action described in Section 12, which in the opinion of
                                         the board of directors of the Company would materially affect the rights of the Holder,
                                         the Exercise Price will be adjusted in such manner, if any, and at such time, by action
                                         of the directors of the Company in their sole discretion, acting reasonably and in good
                                         faith, but subject in all cases to the prior written consent of any stock exchange upon
                                         which the Warrant Share may be listed, where required, and any necessary regulatory approval.
                                         Failure of the taking of action by the directors of the Company so as to provide for
                                         an adjustment on or prior to the effective date of any action by the Company affecting
                                         the Common Shares will be conclusive evidence that the board of directors of the Company
                                         has determined that it is equitable to make no adjustment in the circumstances.



 


		(g)	If
                                         the Company sets a record date to determine the holders of the Common Shares for the
                                         purpose of entitling them to receive any dividend or distribution or sets a record date
                                         to take any other action and, thereafter and before the distribution to such shareholders
                                         of any such dividend or distribution or the taking of any other action, decides not to
                                         implement its plan to pay or deliver such dividend or distribution or take such other
                                         action, then no adjustment in the Exercise Price and/or the number of Common Shares purchasable
                                         upon exercise of this Warrant will be required by reason of the setting of such record
                                         date.



 


		(h)	In
                                         the absence of a resolution of the directors of the Company fixing a record date for
                                         any event that would require any adjustment to this Warrant, the Company will be deemed
                                         to have fixed as the record date therefor the date on which the event is effected.



 


		(i)	As
                                         a condition precedent to the taking of any action which would require any adjustment
                                         to the Warrant Shares issuable under this Warrant, including the Exercise Price, the
                                         Company shall take any corporate action which may be necessary in order that the Company
                                         or any successor to the Company or successor to the undertaking or assets of the Company
                                         have unissued and reserved in its authorized capital and may validly and legally issue
                                         as fully paid and non-assessable all the shares or other securities which the Holder
                                         is entitled to receive on the full exercise thereof in accordance with the provisions
                                         hereof.



 


		(j)	The
                                         Company will from time to time, as soon as practicable after the occurrence of any event
                                         which requires an adjustment or readjustment as provided in Section 12, give notice to
                                         the Holder specifying the event requiring such adjustment or readjustment and the results
                                         thereof, including the resulting Exercise Price.



 


		(k)	In
                                         any case that an adjustment pursuant to Section 12 shall become effective immediately
                                         after a record date for, or an effective date of, an event referred to herein, the Company
                                         may defer, until the occurrence and consummation of such event, issuing to the Holder
                                         of this Warrant, if exercised after such record date or effective date and before the
                                         occurrence and consummation of such event, the additional Warrant Shares or other securities
                                         or property issuable upon such exercise by reason of the adjustment required by such
                                         event, provided, however, that the Company will deliver to the Holder an appropriate
                                         instrument evidencing the Holder’s right to receive such additional Warrant Shares
                                         or other securities or property upon the occurrence and consummation of such event and
                                         the right to receive any dividend or other distribution in respect of such additional
                                         Warrant Shares or other securities or property declared in favour of the holders of record
                                         of Common Shares or of such other securities or property on or after the Exercise Date
                                         or such later date as the Holder would, but for the provisions of this subsection, have
                                         become the holder of record of such additional Warrant Shares or of such other securities
                                         or property.



 




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	14.	Consolidation
                                         and Amalgamation:



 


		(a)	The
                                         Company shall not enter into any transaction whereby all or substantially all of its
                                         undertaking, property and assets would become the property of any other corporation (herein
                                         called a “successor corporation”) whether by way of reorganization,
                                         reconstruction, consolidation, amalgamation, arrangement, business combination, merger,
                                         transfer, sale, disposition or otherwise, unless prior to or contemporaneously with the
                                         consummation of such transaction the Company and the successor corporation shall have
                                         executed such instruments and done such things as the Company, acting reasonably, considers
                                         necessary or advisable to establish that upon the consummation of such transaction:



 


		(i)	the
                                         successor corporation will have assumed all the covenants and obligations of the Company
                                         under this Warrant Certificate, and



 


		(ii)	the
                                         Warrant and the terms set forth in this Warrant Certificate will be a valid and binding
                                         obligation of the successor corporation entitling the Holder, as against the successor
                                         corporation, to all the rights of the Holder under this Warrant Certificate, mutatis
                                         mutandis.



 


		(b)	Whenever
                                         the conditions of subsection 14(a) shall have been duly observed and performed the successor
                                         corporation shall possess, and from time to time may exercise, each and every right and
                                         power of the Company under this Warrant in the name of the Company or otherwise and any
                                         act or proceeding by any provision hereof required to be done or performed by any director
                                         or officer of the Company may be done and performed with like force and effect by the
                                         like directors or officers of the successor corporation.



 


	15.	Representation
                                         and Warranty: The Company hereby represents and warrants with and to the Holder
                                         that the Company is duly authorized and has all corporate and lawful power and authority
                                         to create and issue this Warrant and the Warrant Shares issuable upon the exercise hereof
                                         and perform its obligations hereunder and that this Warrant Certificate represents a
                                         valid, legal and binding obligation of the Company enforceable in accordance with its
                                         terms.



 


	16.	If
                                         Share Transfer Books Closed: The Company shall not be required to deliver certificates
                                         for Warrant Shares while the share transfer books of the Company are properly closed,
                                         prior to any meeting of shareholders or for the payment of dividends or for any other
                                         purpose and in the event of the surrender of any Warrant in accordance with the provisions
                                         hereof and the making of any subscription and payment for the Warrant Shares c ailed
                                         for thereby during any such period delivery of certificates for Warrant Shares may be
                                         postponed for a period not exceeding five Business Days after the date of the re-opening
                                         of said share transfer books provided that any such postponement of delivery of certificates
                                         shall be without prejudice to the right of the Holder, if the Holder has surrendered
                                         the same and made payment during such period, to receive such certificates for the Warrant
                                         Shares called for after the share transfer books shall have been re-opened.



 



	17.	Lost
                                         Certificate: If the Warrant Certificate evidencing the Warrants issued hereby
                                         becomes stolen, lost, mutilated or destroyed the Company shall issue and countersign
                                         a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate
                                         so stolen, lost mutilated or destroyed provided that the Holder shall bear the reasonable
                                         cost of the issue thereof and in case of loss, destruction or theft, shall, as a condition
                                         precedent to the issue thereof, furnish to the Company such evidence of ownership and
                                         of the loss, destruction or theft of the Warrant Certificate as shall be satisfactory
                                         to the Company, in its sole discretion acting reasonably, and the Holder may also be
                                         required to furnish an indemnity in form satisfactory to the Company, in its sole discretion
                                         acting reasonably, and shall pay the reasonable charges of the Company in connection
                                         therewith.






 




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	18.	Governing
                                                                                                                  Law: This Warrant Certificate shall be governed by, and construed in accordance with the laws of the Province of
                                                                                                                  Ontario and the laws of Canada applicable therein but the reference to such laws shall not, by conflict of laws, rules or
                                                                                                                  otherwise, require the application of the law of any jurisdiction other than the Province of Ontario. The parties hereto
                                                                                                                  hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.



 


	19.	Severability: If any one or more of the provisions or parts thereof contained in this Warrant
                                         Certificate should be or become invalid, illegal or unenforceable in any respect in any
                                         jurisdiction, the remaining provisions or parts thereof contained herein shall be and
                                         shall be conclusively deemed to be, as to such jurisdiction, severable therefrom.



 


	20.	Amendments:
                                                                                                                  The provisions of this Warrant Certificate may from time to time be amended,
                                                                                                                  modified or waived, if such amendment, modification or waiver is in writing and consented
                                                                                                                  to in writing by the Company and the holders of at least 66 2/3% of the Warrants then
                                                                                                                  outstanding.



 


	21.	Headings:
                                                                                                                  The headings of the articles, sections, subsections and clauses of this Warrant
                                                                                                                  Certificate have been inserted for convenience and reference only and do not define,
                                                                                                                  limit, alter or enlarge the meaning of any provision of this Warrant Certificate.



 


	22.	Numbering
                                         of Articles, etc.: Unless otherwise stated, a reference herein to a numbered
                                         or lettered article, section, subsection, clause, subclause or schedule refers to the
                                         article, section, subsection, clause, subclause or schedule bearing that number or letter
                                         in this Warrant Certificate.



 


	23.	Gender:
                                          Whenever used in this Warrant Certificate, words importing the singular number
                                         only shall include the plural, and vice versa, and words importing the masculine gender
                                         shall include the feminine gender.



 


	24.	Day
                                         not a Business Day: In the event that any day on or before which any action is
                                         required to be taken hereunder is not a Business Day, then such action shall be required
                                         to be taken on or before the requisite time on the next succeeding day that is a Business
                                         Day.



 


	25.	Computation
                                         of lime Period: Except to the extent otherwise provided herein, in the computation
                                         of a period of time from a specified date to a later specified date, the word “from”
                                         means “from and including” and the words “to” and “until”
                                         each mean “to but excluding”.



 


	26.	Binding
                                         Effect: This Warrant Certificate and all of its provisions shall inure to the
                                         benefit of the Holder, its successors, assigns and legal personal representatives and
                                         shall be binding upon the Company and its successors.



 


	27.	Notice: Unless herein otherwise expressly provided, a notice to be given hereunder will
                                         be deemed to be validly given if the notice is given personally or sent by email or prepaid
                                         same day courier addressed as follows:



 


		(a)	If
                                         to the Holder at the latest address of the Holder as recorded on the books of the Company;
                                         and



 




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		(b)	If
                                         to the Company at:



 


MPX
Bioceutical Corporation

701- 5255 Yonge Street

Toronto, ON

M2N6P4


 


	 	Attention:	Scott
                                         Boyes
	 	Email:	scott@mpxbioceutical.com



 


Notice
so mailed shall be deemed to have been given on the fifth Business Day after deposit in a post office or public letterbox. Neither
party shall mail any notice, request or other communication hereunder during any period in which applicable postal workers are
on strike or if such strike is imminent and may reasonably be anticipated to affect the normal delivery of mail. Notice transmitted
by email or delivered personally shall be deemed given on the day of transmission or personal delivery, as the case may be provided
that if such day is not a Business Day then the notice, request or other communication shall be deemed to have been given and
received on the first Business Day following such day. Any party may from time to time notify the other in the manner provided
herein of any change of address which thereafter, until change by like notice, shall be the address of such party for all purposes
hereof.


 


	28.	Time
                                         of Essence: Time shall be of the essence hereof.



 


[Remainder
of page intentionally left blank.]


 




    - 10 -


     


    

 


IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly authorized officer as of this _____    day
of June 2018.


 


		MPX
                                         BIOCEUTICAL CORPORATION



 


Signature
Page Warrant Certificate


 




    - 11 -


     


    

 


SCHEDULE
“A”


 


SUBSCRIPTION
FORM


 


	TO:	MPX
                                         Bioceutical Corporation

                                         701- 5255 Yonge Street

                                         Toronto, ON

                                         M2N6P4



 


The
undersigned holder of the within Warrant hereby irrevocably subscribes for  _____________ Warrant Shares of MPX Bioceutical
Corporation (the “Company”) pursuant to the within Warrant and tenders herewith a certified cheque or bank
draft for $ _____________ ($0.84 per Warrant Share) in full payment therefor.


 


(Please
check the ONE box applicable):


 


	☐	A	The
                                         undersigned holder (i) at the time of exercise of the Warrant is not in the United States;
                                         (ii) is not a “U.S. person” as defined in Regulation Sunder the United States
                                         Securities Act of l933, as amended (the ‘‘U.S. Securities Act”), (iii)
                                         is not exercising the Warrant on behalf of a “U.S. person”; and (iv)
                                         did not execute or deliver this exercise form in the United States.



 


	☐	B.	The
                                         undersigned holder has delivered to the Company an opinion of counsel (which will not
                                         be sufficient unless it is from counsel of recognized standing and in form and substance
                                         satisfactory to the Company) to the effect that an exemption from the registration requirements
                                         of the U.S. Securities Act and applicable state securities laws is available.



 


The
undersigned hereby directs that the Warrant Shares be issued as follows:


 


	NAME(S)
IN FULL
	ADDRESS
	NUMBER
    OF WARRANT SHARES
	 		 
	 	 	 
	 	 	 



 



    - 12 -


     


    

 


DATED
this ___


 


		NAME:	
	 	 	 
	 	Signature
                                         of Authorized Representative:	 
	 	 	 
		Print
                                         Name:	 



 


Please
check if the certificates representing the Warrant Shares are to be delivered at the office where this Warrant Certificate is
surrendered, failing which the certificates representing the Warrant Shares will be mailed to the address in the registration
instructions set out above.


 


If
any Warrants represented by this Warrant Certificate are not being exercised, a new Warrant Certificate representing the unexercised
Warrants will be issued and delivered with the certificate representing the Warrant Shares.


 


Notes:


 


Certificates
will not be registered or delivered to an address in the United States unless Box B above is checked.


 


If
Box B is to be checked, holders are encouraged to consult with the Company in advance to determine that the legal opinion
tendered in connection with exercise will be satisfactory in form and substance to the Company.


 




    - 13 -


     


    

 


SCHEDULE
“B”



 


TRANSFER FORM


 


FOR
Value RECEIVED, the undersigned transferor hereby sells, assigns and transfers unto


 


 


	(Transferee)
	 

                                

	(Address)
	 

                                

	(Social
Insurance Number)



 


_________
of the Warrants registered in the name of the undersigned transferor represented by the attached Warrant
Certificate.


 


1HE
UNDERSIGNED TRANSFEROR HERBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold or transferred to, or
for the account or benefit of, a U.S. Person (as defined in Regulation Sunder the United States Securities Act of 1933, as
amended (the ‘U.S. Securities Act”)) or a person within the United States unless registered under the U.S.
Securities Act and any applicable state securities laws or unless an exemption from such registration is
available.


 

DATED
this                             day
of                                       ,
20_____

 





 


	Signature
of Registered Holder (Transferor)	 	Signature
                                         Guarantee
	 	 	 
	 	 	 
	Print
name of Registered Holder	 	 
	 	 	 
	 	 	 
	 

                                                                                 
	 	 



Address


 


	NOTE:	The
                                         signature on this transfer form must correspond with the name as recorded on the face
                                         of the Warrant Certificate in every particular without alteration or enlargement or any
                                         change whatsoever or this transfer form must be signed by a duly authorized trustee,
                                         executor, administrator, curator, guardian, attorney of the Holder or a duly authorized
                                         signing officer in the case of a corporation. If any of the foregoing or any person acting
                                         in a fiduciary or representative capacity signs this transfer form, the Warrant Certificate
                                         must be accompanied by evidence of authority to sign.

                                                                                                                                                            

                                                                                All
                                         endorsements or assignments of these Warrants must be signature guaranteed by a bank
                                         or trust company or by a member of a stock exchange in Canada.




 




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