Exhibit
4.5


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH
17, 2021.


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO BRIACELL THERAPEUTICS CORP. (THE “CORPORATION”), (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL
LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED
BY (I) RULE 144 THEREUNDER IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE
U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED
THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION
AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 


WARRANTS
TO PURCHASE

COMMON SHARES OF BRIACELL THERAPEUTICS CORP.


 


	Warrant
                                         Certificate Number:

         

        2020
        November — 001 
	Number
                                         of Warrants:

         

        69,188



 


THIS
IS TO CERTIFY THAT for value received, Evergreen Capital Management LLC, 156 W Saddle River Road, Saddle River, NJ 07458 (the
“Warrantholder”) has the right to purchase in respect of each whole warrant (individually a “Warrant”
and collectively the “Warrants”) represented by this certificate or by a replacement certificate (in either
case this “Warrant Certificate”), one (1) fully paid and non-assessable common share (individually, a “Common
Share” and collectively, the “Common Shares” and which terms shall include any shares or other securities
to be issued in addition thereto or in substitution or replacement therefor as provided herein) of BriaCell Therapeutics Corp.
(the “Corporation”), a corporation existing under the Business Corporations Act (British Columbia),
as constituted on the date hereof, at a purchase price (the purchase price in effect from time to time being called the “Exercise
Price”) of $5.42 per Common Share, subject to adjustment as provided herein, at any time up to 5:00 p.m. Toronto time
(the “Expiry Time”) on November 16, 2025 (the “Expiry Date”).


 


The
Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued
to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and
payment made for such Common Shares as aforesaid.


Nothing
contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after
the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and
of no value.


 




    	 	 	 



    	 	 	 



    

 





The
above provisions are subject to the following:


 


		1.	Exercise:
                                         



 


		(1)	Cash
                                         Exercise: In the event that the Warrantholder desires to exercise the right to purchase
                                         Common Shares conferred hereby, the Warrantholder shall (a) complete to the extent possible
                                         in the manner indicated, and execute a subscription form substantially in the form attached
                                         as Schedule A to this Warrant Certificate, (b) surrender this Warrant Certificate to
                                         the Corporation in accordance with Section 9 of this Warrant Certificate, and (c) pay
                                         the amount payable upon the exercise of such Warrants in respect of the Common Shares
                                         subscribed for by certified cheque, bank draft or money order in lawful money of Canada
                                         payable to the Corporation or by transmitting same day funds in lawful money of Canada
                                         by wire to such account as the Corporation shall direct the Warrantholder or indicate
                                         that the exercise is a cashless exercise as provided in subsection 1(2) hereof. Upon
                                         such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes
                                         to be the holder of record of the number of Common Shares to be so issued and the Warrantholder
                                         shall be entitled to delivery of a certificate or certificates representing such Common
                                         Shares and the Corporation shall cause such certificate or certificates to be delivered
                                         to the Warrantholder at the address specified in the subscription form within three business
                                         days after such surrender and payment as aforesaid. No fractional Common Shares will
                                         be issuable upon any exercise of the Warrants and the Warrantholder will not be entitled
                                         to any cash payment or compensation in lieu of a fractional Common Share.



 


		(2)	Cashless
                                         Exercise: Subject to the provisions of this Warrant Certificate other than those
                                         requiring payment of the Exercise Price in cash, the Warrantholder may elect to exercise
                                         this Warrant in whole by surrendering this Warrant Certificate in the manner specified
                                         in subsection 1(1) hereof by means of a “cashless exercise” in which the
                                         Warrantholder shall be entitled to receive a certificate representing the number of Common
                                         Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:



 


A
= the volume weighted average trading price of the Common Shares on the TSX Venture Exchange or if the Common Shares are not then
listed on the TSX Venture Exchange, on such other Canadian stock exchange as may be selected by the directors of the Corporation
for such purpose or, if the Common Shares are not then listed on any Canadian stock exchange, in the over-the-counter market,
for the one (1) day period ending on the trading day immediately preceding the date on which Warrantholder elects to exercise
this Warrant Certificate by means of a “cashless exercise,” as set forth in the applicable subscription form substantially
in the form attached as Schedule A;


 


B
= the Exercise Price of this Warrant Certificate, as adjusted hereunder; and


 


X
= the number of Common Shares that would be issuable upon exercise of this Warrant Certificate in accordance with the terms of
this Warrant Certificate if such exercise were by means of a cash exercise rather than a cashless exercise.


 




    	 	 	 



    	 	 	 



    

 





		2.	Partial
                                         Exercise: The Warrantholder may from time to time subscribe for and purchase
                                         any lesser number of Common Shares than the number of Common Shares expressed in this
                                         Warrant Certificate. In the event that the Warrantholder subscribes for and purchases
                                         any such lesser number of Common Shares prior to the Expiry Time on the Expiry Date,
                                         the Warrantholder shall be entitled to receive a replacement certificate representing
                                         the unexercised balance of the Warrants.



 


		3.	Not
                                         a Shareholder: The holding of the Warrants shall not constitute the Warrantholder
                                         a shareholder of the Corporation nor entitle the Warrantholder to any right or interest
                                         in respect thereof except as expressly provided in this Warrant Certificate.



 


		4.	Covenants,
                                         Representations and Warranties: The Corporation hereby represents and warrants
                                         that it is authorized to create and issue the Warrants and covenants and agrees that
                                         it will cause the Common Shares from time to time subscribed for and purchased in the
                                         manner provided in this Warrant Certificate and the certificate or certificates representing
                                         such Common Shares to be issued and that, at all times prior to the Expiry Time, it will
                                         reserve and there will remain unissued a sufficient number of Common Shares to satisfy
                                         the right of purchase provided for in this Warrant Certificate. The Corporation hereby
                                         further covenants and agrees that it will, at its expense, expeditiously use its best
                                         efforts to obtain the listing of such Common Shares (subject to issue or notice of issue)
                                         on each stock exchange or over-the-counter market on which the Common Shares are listed
                                         at the relevant time. All Common Shares which are issued upon the exercise of the right
                                         of purchase provided in this Warrant Certificate, upon payment therefor of the amount
                                         at which such Common Shares may be purchased pursuant to the provisions of this Warrant
                                         Certificate, shall be deemed to be fully paid and non-assessable shares and free from
                                         all taxes, liens and charges with respect to the issue thereof. The Corporation hereby
                                         represents and warrants that this Warrant Certificate is a valid and enforceable obligation
                                         of the Corporation, enforceable in accordance with the provisions of this Warrant Certificate.



 


		5.	Anti-Dilution
                                         Protection:



 


		(1)	Definitions:
                                         For the purposes of this section 5, unless there is something in the subject matter or
                                         context inconsistent therewith, the words and terms defined below shall have the respective
                                         meanings specified therefor in this subsection 5(1):



 


		(a)	“Adjustment
                                         Period” means the period commencing on the date of issue of the Warrants and
                                         ending at the Expiry Time on the Expiry Date;



 


		(b)	“Current
                                         Market Price” of the Common Shares at any date means the price per share equal
                                         to the weighted average price at which the Common Shares have traded on the TSX Venture
                                         Exchange or, if the Common Shares are not then listed on the TSX Venture Exchange, on
                                         such other Canadian stock exchange as may be selected by the directors of the Corporation
                                         for such purpose or, if the Common Shares are not then listed on any Canadian stock exchange,
                                         in the over-the-counter market, during the period of any ten (10) consecutive trading
                                         days ending on the third business day before such date; provided that the weighted average
                                         price shall be determined by dividing the aggregate sale price of all Common Shares sold
                                         on the said exchange or market, as the case may be, during such ten (10) consecutive
                                         trading days by the total number of Common Shares so sold; and provided further that
                                         if the Common Shares are not then listed on any Canadian stock exchange or traded in
                                         the over-the-counter market, then the Current Market Price shall be determined by a firm
                                         of independent chartered accountants selected by the directors of the Corporation;



 




    	 	 	 



    	 	 	 



    

 


 


		(c)	“director”
                                         or “director of the Corporation” means a director of the Corporation
                                         at the relevant time and, unless otherwise specified herein, a reference to action “by
                                         the directors” means action by the directors of the Corporation as a board or,
                                         whenever empowered, action by any committee of the directors of the Corporation; and



 


		(d)	“trading
                                         day” with respect to a stock exchange or over-the-counter market means a day
                                         on which such stock exchange or market is open for business.



 


		(2)	Adjustments:
                                         The Exercise Price and the number of Common Shares issuable to the Warrantholder pursuant
                                         to this Warrant Certificate shall be subject to adjustment from time to time in the events
                                         and in the manner provided as follows:



 


		(a)	If
                                         at any time during the Adjustment Period the Corporation shall:



 


		(i)	fix
                                         a record date for the issue of, or issue, Common Shares to the holders of all or substantially
                                         all of the outstanding Common Shares by way of a stock dividend;
	 	 	 
		(ii)	fix
                                         a record date for the distribution to, or make a distribution to, the holders of all
                                         or substantially all of the outstanding Common Shares payable in Common Shares or securities
                                         exchangeable or exercisable for or convertible into Common Shares;
	 	 	 
		(iii)	subdivide
                                         the outstanding Common Shares into a greater number of Common Shares; or
	 	 	 
		(iv)	consolidate
                                         the outstanding Common Shares into a lesser number of Common Shares;



 


(any
of such events in subclauses 5(2)(a)(i), 5(2)(a)(ii), 5(2)(a)(iii) and 5(2)(a)(iv) above being herein called a “Common
Share Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common
Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization
to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date,
as the case may be, by a fraction:


 


		A.	the
                                         numerator of which shall be the number of Common Shares outstanding on such record date
                                         or effective date, as the case may be, before giving effect to such Common Share Reorganization;
                                         and



 


		B.	the
                                         denominator of which shall be the number of Common Shares which will be outstanding immediately
                                         after giving effect to such Common Share Reorganization (including, in the case of a
                                         distribution of securities exchangeable or exercisable for or convertible into Common
                                         Shares, the number of Common Shares that would be outstanding had such securities all
                                         been exchanged or exercised for or converted into Common Shares on such date).



 




    	 	 	 



    	 	 	 



    

 





To
the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(a) as a result of the fixing by the Corporation
of a record date for the distribution of securities exchangeable or exercisable for or convertible into Common Shares, the Exercise
Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the Exercise
Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry
and shall be further readjusted in such manner upon the expiry of any further such right. Any Warrantholder who has not exercised
it’s right to subscribe for and purchase Common Shares on or prior to the record date of such stock dividend or distribution
or the effective date of such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter shall
be entitled to receive and shall accept in lieu of the number of Common Shares then subscribed for and purchased by such Warrantholder,
at the Exercise Price determined in accordance with this clause 5(2)(a), the aggregate number of Common Shares that such Warrantholder
would have been entitled to receive as a result of such Common Share Reorganization, if, on such record date or effective date,
as the case may be, such Warrantholder had been the holder of record of the number of Common Shares so subscribed for and purchased.


 


		(b)	If,
                                         at any time during the Adjustment Period, the Corporation shall fix a record date for
                                         the issue or distribution to the holders of all or substantially all of the outstanding
                                         Common Shares of rights, options or warrants pursuant to which such holders are entitled,
                                         during a period expiring not more than 45 days after the record date for such issue (such
                                         period being the “Rights Period”), to subscribe for or purchase Common
                                         Shares or securities exchangeable or exercisable for or convertible into Common Shares
                                         at a price per share to the holder (or, in the case of securities exchangeable or exercisable
                                         for or convertible into Common Shares, at an exchange, exercise or conversion price per
                                         share) at the date of issue of such securities of less than 95% of the Current Market
                                         Price of the Common Shares on such record date (any of such events being called a “Rights
                                         Offering”), the Exercise Price shall be adjusted effective immediately after
                                         the record date for such Rights Offering to the amount determined by multiplying the
                                         Exercise Price in effect on such record date by a fraction:



 


		(i)	the
                                         numerator of which shall be the aggregate of



 


		A.	the
                                         number of Common Shares outstanding on the record date for the Rights Offering, and



 


		B.	the
                                         quotient determined by dividing



 


		(1)	either
                                         (a) the product of the number of Common Shares offered during the Rights Period pursuant
                                         to the Rights Offering and the price at which such Common Shares are offered, or, (b)
                                         the product of the exchange, exercise or conversion price of the securities so offered
                                         and the number of Common Shares for or into which the securities offered pursuant to
                                         the Rights Offering may be exchanged, exercised or converted, as the case may be, by





    	 	 	 



    	 	 	 



    

 





		(2)	the
                                         Current Market Price of the Common Shares as of the record date for the Rights Offering;
                                         and
	 	 	 



		(ii)	the
                                         denominator of which shall be the aggregate of the number of Common Shares outstanding
                                         on such record date and the number of Common Shares offered pursuant to the Rights Offering
                                         (including, in the case of the issue or distribution of securities exchangeable or exercisable
                                         for or convertible into Common Shares, the number of Common Shares for or into which
                                         such securities may be exchanged, exercised or converted).



 


If,
by the terms of the rights, options or warrants referred to in this clause 5(2)(b), there is more than one purchase, exchange,
exercise or conversion price per Common Share, the aggregate price of the total number of additional Common Shares offered for
subscription or purchase, or the aggregate exchange, exercise or conversion price of the exchangeable, exercisable or convertible
securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, exchange, exercise
or conversion price per Common Share, as the case may be. Any Common Shares owned by or held for the account of the Corporation
shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that any adjustment in the Exercise
Price occurs pursuant to this clause 5(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution
of rights, options or warrants referred to in this clause 5(2)(b), the Exercise Price shall be readjusted immediately after the
expiry of any relevant exchange, exercise or conversion right to the Exercise Price which would then be in effect based upon the
number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner
upon the expiry of any further such right.


 


		(c)	If,
                                         at any time during the Adjustment Period, the Corporation shall fix a record date for
                                         the issue or distribution to the holders of all or substantially all of the outstanding
                                         Common Shares of:



 


		(i)	shares
                                         of the Corporation of any class other than Common Shares;



 


		(ii)	rights,
                                         options or warrants to acquire Common Shares or securities exchangeable or exercisable
                                         for or convertible into Common Shares or property or other assets of the Corporation
                                         (other than rights, options or warrants pursuant to which holders of Common Shares are
                                         entitled, during a period expiring not more than 45 days after the record date for such
                                         issue, to subscribe for or purchase Common Shares or securities exchangeable or exercisable
                                         for or convertible into Common Shares at a price per share (or in the case of securities
                                         exchangeable or exercisable for or convertible into Common Shares, at an exchange, exercise
                                         or conversion price per share) of at least 95% of the Current Market Price of the Common
                                         Shares on such record date);



 


		(iii)	evidences
                                         of indebtedness of the Corporation; or



 


		(iv)	any
                                         property or assets of the Corporation;





    	 	 	 



    	 	 	 



    

 


and
if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded
events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately
after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the
record date for the Special Distribution by a fraction:


 


		A.	the
                                         numerator of which shall be the difference between



 


		(1)	the
                                         product of the number of Common Shares outstanding on such record date and the Current
                                         Market Price of the Common Shares on such record date, and



 


		(2)	the
                                         fair market value, as determined by the directors of the Corporation, acting reasonably
                                         and in good faith, to the holders of Common Shares of the shares, rights, options, warrants,
                                         evidences of indebtedness or property or assets to be issued or distributed in the Special
                                         Distribution, and



 


		B.	the
                                         denominator of which shall be the product obtained by multiplying the number of Common
                                         Shares outstanding on such record date by the Current Market Price of the Common Shares
                                         on such record date.



 


Any
Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such
calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(c) as a result of the
fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares
or securities exchangeable or exercisable for or convertible into Common Shares referred to in this clause 5(2)(c), the Exercise
Price shall be readjusted immediately after the expiry of any relevant exchange, exercise or conversion right to the amount which
would then be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further
readjusted in such manner upon the expiry of any further such right.


 


		(d)	If,
                                         at any time during the Adjustment Period, there shall occur:



 


		(i)	a
                                         reclassification or redesignation of the Common Shares, a change of the Common Shares
                                         into other shares or securities or any other capital reorganization involving the Common
                                         Shares other than a Common Share Reorganization;



 


		(ii)	a
                                         consolidation, amalgamation, arrangement or merger of the Corporation with or into another
                                         body corporate which results in a reclassification or redesignation of the Common Shares
                                         or a change of the Common Shares into other shares or securities; or



 




    	 	 	 



    	 	 	 



    

 





		(iii)	the
                                         transfer of the undertaking or assets of the Corporation as an entirety or substantially
                                         as an entirety to another corporation or entity;



 


(any
of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization
the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants,
in lieu of the number of Common Shares to which the Warrantholder was theretofore entitled upon the exercise of the Warrants,
the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder
would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder
had been the registered holder of the number of Common Shares which the Warrantholder was theretofore entitled to purchase or
receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments
shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter
of the Warrantholder to the end that the provisions of this Warrant Certificate shall thereafter correspondingly be made applicable
as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon
the exercise of the Warrants.


 


		(e)	If
                                         at any time during the Adjustment Period any adjustment or readjustment in the Exercise
                                         Price shall occur pursuant to the provisions of clause 5(2)(a), 5(2)(b) or 5(2)(c) of
                                         this Warrant Certificate, then the number of Common 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 Common 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.



 


		(3)	Rules:
                                         The following rules and procedures shall be applicable to adjustments made pursuant to
                                         subsection 5(2) of this Warrant Certificate:



 


		(a)	Subject
                                         to the following clauses of this subsection 5(3), any adjustment made pursuant to subsection
                                         5(2) hereof shall be cumulative and shall be made successively whenever an event referred
                                         to therein shall occur.



 


		(b)	No
                                         adjustment in the Exercise Price shall be required unless such adjustment would result
                                         in a change of at least one per cent in the then Exercise Price and no adjustment shall
                                         be made in the number of Common Shares purchasable upon the exercise of the Warrants
                                         unless it would result in a change of at least one one-hundredth of a Common Share; provided,
                                         however, that any adjustments which except for the provision of this clause 5(3)(b) would
                                         otherwise have been required to be made shall be carried forward and taken into account
                                         in any subsequent adjustment. Notwithstanding any other provision of subsection 5(2)
                                         hereof, no adjustment of the Exercise Price shall be made which would result in an increase
                                         in the Exercise Price or a decrease in the number of Common Shares issuable upon the
                                         exercise of the Warrants (except in respect of the Common Share Reorganization described
                                         in subclause 5(2)(a)(iv) hereof or a Capital Reorganization described in subclause 5(2)(d)(ii)
                                         hereof).



  




    	 	 	 



    	 	 	 



    

 





		(c)	No
                                         adjustment in the Exercise Price or in the number or kind of securities purchasable upon
                                         the exercise of the Warrants shall be made in respect of any event described in section
                                         5 hereof if the Warrantholder is entitled to participate in such event on the same terms
                                         mutatis mutandis as if the Warrantholder had exercised the Warrants prior to or
                                         on the record date or effective date, as the case may be, of such event.


 





		(d)	No
                                         adjustment in the Exercise Price or in the number of Common Shares purchasable upon the
                                         exercise of the Warrants shall be made pursuant to subsection 5(2) hereof in respect
                                         of the issue from time to time of Common Shares pursuant to this Warrant Certificate
                                         or pursuant to any stock option, stock purchase or stock bonus plan in effect from time
                                         to time for directors, officers or employees of the Corporation and/or any subsidiary
                                         of the Corporation and any such issue, and any grant of options in connection therewith,
                                         shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other
                                         event described in subsection 5(2) hereof.



 


		(e)	If,
                                         at any time during the Adjustment Period, the Corporation shall take any action affecting
                                         the Common Shares, other than an action or event described in subsection 5(2) hereof,
                                         which, in the opinion of the directors of the Corporation, acting reasonably and in good
                                         faith, would have a material adverse effect upon the rights of Warrantholders, either
                                         or both the Exercise Price and the number of Common Shares purchasable upon exercise
                                         of the Warrants shall be adjusted in such manner and at such time by action by the directors
                                         of the Corporation, in their sole discretion, acting reasonably and in good faith, but
                                         subject to the prior written consent of the TSX Venture Exchange, as may be equitable
                                         in the circumstances. Failure of the taking of action by the directors of the Corporation
                                         so as to provide for an adjustment prior to the effective date of any action by the Corporation
                                         affecting the Common Shares shall be deemed to be conclusive evidence that the directors
                                         of the Corporation have determined that it is equitable to make no adjustment in the
                                         circumstances.



 


		(f)	If
                                         the Corporation shall set a record date to determine holders of Common Shares for the
                                         purpose of entitling such holders to receive any dividend or distribution or any subscription
                                         or purchase rights and shall, thereafter and before the distribution to such holders
                                         of any such dividend, distribution or subscription or purchase rights, legally abandon
                                         its plan to pay or deliver such dividend, distribution or subscription or purchase rights,
                                         then no adjustment in the Exercise Price or the number of Common Shares purchasable upon
                                         the exercise of the Warrants shall be required by reason of the setting of such record
                                         date.



 


		(g)	In
                                         any case in which this Warrant Certificate shall require that an adjustment shall become
                                         effective immediately after a record date for an event referred to in subsection 5(2)
                                         hereof, the Corporation may defer, until the occurrence of such event:



 


		(i)	issuing
                                         to the Warrantholder, to the extent that the Warrants are exercised after such record
                                         date and before the occurrence of such event, the additional Common Shares or other securities
                                         issuable upon such exercise by reason of the adjustment required by such event; and





    	 	 	 



    	 	 	 



    

 





		(ii)	delivering
                                         to the Warrantholder any distribution declared with respect to such additional Common
                                         Shares or other securities after such record date and before such event;



 


provided,
however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder
upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Common
Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common
Shares issuable upon the exercise of the Warrants.


 


		(h)	In
                                         the absence of a resolution of the directors of the Corporation fixing a record date
                                         for a Rights Offering, the Corporation shall be deemed to have fixed as the record date
                                         therefor the date of the issue of the rights, options or warrants issued pursuant to
                                         the Rights Offering.



 


		(i)	If
                                         a dispute shall at any time arise with respect to adjustments of the Exercise Price or
                                         the number of Common Shares purchasable upon the exercise of the Warrants, such disputes
                                         shall be conclusively determined by the auditors of the Corporation or if they are unable
                                         or unwilling to act, by such other firm of independent chartered accountants as may be
                                         selected by the directors of the Corporation and any such determination shall be conclusive
                                         evidence of the correctness of any adjustment made pursuant to subsection 5(2) hereof
                                         and shall be binding upon the Corporation and the Warrantholder.



 


		(j)	As
                                         a condition precedent to the taking of any action which would require an adjustment pursuant
                                         to subsection 5(2) hereof, including the Exercise Price and the number or class of Common
                                         Shares or other securities which are to be received upon the exercise thereof, the Corporation
                                         shall take any action which may, in the opinion of counsel to the Corporation, be necessary
                                         in order that the Corporation may validly and legally issue as fully paid and non-assessable
                                         shares all of the Common Shares or other securities which the Warrantholder is entitled
                                         to receive in accordance with the provisions of this Warrant Certificate.



 


		(4)	Notice:
                                         At least twenty-one (21) days prior to the earlier of the record date or effective date
                                         of any event which requires or might require an adjustment in any of the rights of the
                                         Warrantholder under this Warrant Certificate, including the Exercise Price or the number
                                         of Common Shares which may be purchased under this Warrant Certificate, the Corporation
                                         shall deliver to the Warrantholder a certificate of the Corporation specifying the particulars
                                         of such event and, if determinable, the required adjustment and the calculation of such
                                         adjustment. In case any adjustment for which a notice in this subsection 5(4) has been
                                         given is not then determinable, the Corporation shall promptly after such adjustment
                                         is determinable deliver to the Warrantholder a certificate providing the calculation
                                         of such adjustment. The Corporation hereby covenants and agrees that the register of
                                         transfers and share transfer books for the Common Shares will be open, and that the Corporation
                                         will not take any action which might deprive the Warrantholder of the opportunity of
                                         exercising the rights of subscription contained in this Warrant Certificate, during such
                                         21 day period.



 




    	 	 	 



    	 	 	 



    

 


		6.	Further
                                         Assurances: The Corporation hereby covenants and agrees that it will do, execute,
                                         acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all
                                         and every such other act, deed and assurance as the Warrantholder shall reasonably require
                                         for the better accomplishing and effectuating of the intentions and provisions of this
                                         Warrant Certificate.



 


		7.	Time
                                         of Essence: Time shall be of the essence of this Warrant Certificate.



 


		8.	Governing
                                         Laws: This Warrant Certificate shall be construed in accordance with the laws
                                         of the Province of Ontario and the federal laws of Canada applicable therein.



 


		9.	Notices:
                                         All notices or other communications to be given under this Warrant Certificate shall
                                         be delivered by hand, by facsimile or by emailed portable document format (“PDF”)
                                         and, if delivered by hand, shall be deemed to have been given on the delivery date and,
                                         if sent by facsimile or emailed PDF, on the date of transmission if sent before 5:00
                                         p.m., Toronto time, on a business day or, if sent after 5:00 p.m., Toronto time, or such
                                         day is not a business day, on the first business day following the date of transmission.



 


Notices
to the Corporation shall be addressed to:


 


BriaCell
Therapeutics Corp.


3rd
Floor, Bellevue Centre


235-15th
Street

West Vancouver, British Columbia V7T 2X1


 


Attention:Jamieson
Bondarenko


Email:jbondarenko@briacell.com


 


with
a copy (which shall not constitute notice) to:


 


Bennett
Jones LLP


3400
One First Canadian Place


P.O.
Box 130


Toronto,
ON M5X 1A4


 


Attention:
Aaron Sonshine


Email:SonshineA@bennettjones.com


 


Notices
to the Warrantholder shall be addressed to the address of the Warrantholder set out on the face page of this Warrant Certificate.


 


The
Corporation or the Warrantholder may change its address for service by notice in writing to the other of them specifying its new
address for service under this Warrant Certificate.


 


		10.	Legends
                                         on Common Shares: Any certificate representing Common Shares issued upon the
                                         exercise of the Warrants prior to the date which is four months and one day after the
                                         date hereof will bear the following legends:



 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 17, 2021.”


  




    	 	 	 



    	 	 	 



    




 


and
                                         if required:


 


“WITHOUT
PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT MARCH 17, 2021.”;


 



provided
that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such
Common Shares may be exchanged for a certificate or certificates bearing no such legends. The Corporation hereby covenants and
agrees that it will use the best efforts thereof to deliver or to cause to be delivered a certificate or certificates representing
such Common Shares bearing no such legends within three business days after receipt of the legended certificate or certificates.


 


		11.	United
                                         States Restrictions on Exercise and Resale: Any certificate representing Common
                                         Shares issued upon the exercise of the Warrants will bear the following legend:



 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO BRIACELL THERAPEUTICS CORP. (THE “CORPORATION”), (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL
LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED
BY (I) RULE 144 THEREUNDER IF AVAILABLE OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE
U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED
THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION
AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”;


 


		12.	Lost
                                         Certificate: If this Warrant Certificate or any replacement hereof becomes stolen,
                                         lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion
                                         impose, acting reasonably, issue and deliver a new certificate, in form identical hereto
                                         but with appropriate changes, representing any unexercised portion of the subscription
                                         rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.



 




    	 	 	 



    	 	 	 



    

 





		13.	Language:
                                         The parties hereto acknowledge and confirm that they have requested that this Warrant
                                         Certificate as well as all notices and other documents contemplated hereby be drawn up
                                         in the English language. Les parties aux présentes reconnaissent et confirment
                                         qu’elles ont exigé que la présente convention ainsi que tous les
                                         avis et documents qui s’y rattachent soient rédigés en langue anglaise.



 


		14.	Transfer:
                                         The Warrants are transferable and the term “Warrantholder” shall mean
                                         and include any successor, transferee or assignee of the current or any future Warrantholder.
                                         The Warrants may be transferred by the Warrantholder completing and delivering to the
                                         Corporation the transfer form attached hereto as Schedule B and subject to compliance
                                         with all applicable laws including the applicable securities legislation and the policies
                                         of the TSX Venture Exchange.



 


		15.	Successors
                                         and Assigns: This Warrant Certificate shall enure to the benefit of the Warrantholder
                                         and the successors and assignees thereof and shall be binding upon the Corporation and
                                         the successors thereof.



 


		16.	Exercise
                                         Limitation: The Warrantholder agrees that it shall be prohibited from exercising
                                         any portion of this Warrant Certificate if the aggregate number of Common Shares of the
                                         Corporation owned or controlled, directly or indirectly, by the Warrantholder and any
                                         affiliates of the Warrantholder (including common shares of which the Warrantholder has
                                         deemed beneficial ownership), collectively, as a result of such exercise would equal
                                         or exceed 4.99% of the issued and outstanding common shares of the Corporation calculated
                                         on the date of exercise of the Warrant.



 


[Signature
Page Follows.]


 




    	 	 	 



    	 	 	 



    

 


IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by an authorized officer as of the ______ day
of ________________, 2020.


 


	 	BRIACELL
    THERAPEUICS CORP.
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    	 	 	 



    	 	 	 



    

 


Schedule
A


 


TO:BRIACELL
THERAPEUTICS CORP.


 


SUBSCRIPTION
FORM


 


The
undersigned hereby:


 


		1.	subscribes
                                         for _______________ common shares (“Common Shares”) BriaCell Therapeutics
                                         Corp. (the “Corporation”) (or such other number of Common Shares or
                                         other securities to which such subscription entitles the undersigned in lieu thereof
                                         or in addition thereto pursuant to the provisions of the warrant certificate (the “Warrant
                                         Certificate”) dated November 16, 2020 issued by the Corporation) at the purchase
                                         price of $5.42 per Common Share (or at such other purchase price as may be in effect
                                         under the provisions of the Warrant Certificate) and on and subject to the other terms
                                         and conditions specified in the Warrant Certificate and hereunder and encloses herewith
                                         a certified cheque, bank draft or money order in lawful money of Canada payable to the
                                         Corporation or has transmitted same day funds by wire to such account as the Corporation
                                         directed the undersigned in payment of the subscription price.



 


		2.	exercises
                                         the cashless exercise provided in subsection 1(2) of the Warrant Certificate in respect
                                         of _______________ Common Shares (or such other number of Common Shares or other securities
                                         to which such subscription entitles the undersigned in lieu thereof or in addition thereto
                                         pursuant to the provisions of the Warrant Certificate) and subscribes for that number
                                         of Common Shares issuable to the undersigned pursuant to subsection 1(2) of the Warrant
                                         Certificate that the holder of the Warrant Certificate (the “Warrantholder”)
                                         would have been entitled to receive if the Warrantholder had exercised the right thereunder
                                         under subsection 1(1) of the Warrant Certificate on and subject to the other terms and
                                         conditions specified in the Warrant Certificate in respect thereof and hereunder.



 


The
undersigned hereby represents and warrants to the Corporation that the undersigned (check one):


 


	[  ]	1.	(i)
                                    at the time of exercise of the warrants represented by the Warrant Certificate is not in the
                                    United States, (ii) is not a “U.S. person” as defined in Regulation S under the
                                    United States Securities Act of 1933, as amended, and is not exercising the warrants represented
                                    by the Warrant Certificate on behalf of a “U.S. person”, and (iii) did not execute
                                    or deliver this subscription form in the United States.



 


	[  ]	2.	is
                                    tendering with this exercise form a written opinion of counsel of recognized standing in form
                                    and substance reasonably satisfactory to the Corporation, or such other evidence acceptable
                                    to the Corporation, to the effect that the Common Shares to be delivered upon exercise of
                                    the Warrants are exempt from registration under the U.S. Securities Act and all applicable
                                    state securities laws of the United States.



 


“United
States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act. If 2 is checked above,
the undersigned will receive Common Shares bearing a legend noting U.S. resale restrictions.


 




    	 	 	 



    	 	 	 



    




 


The
undersigned hereby directs that the Common Shares subscribed for be registered and delivered as follows:


 


	Name
    in Full	 	Address
    (include Postal Code)	 	Number
    of Common Shares
	 	 	 	 	 


 


DATED
this ___ day of ______________, 20____.


 


	 	By:	 


 




    	 	 	 



    	 	 	 



    

 


Schedule
B


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto __________________________________________________________________________________
(include name and address of the transferee) Warrants exercisable for common shares of BriaCell Therapeutics Corp. (the “Corporation”)
registered in the name of the undersigned on the register of the Corporation maintained therefor, and hereby irrevocably appoints
_____________________________________________ the attorney of the undersigned to transfer the said securities on the books maintained
by the Corporation with full power of substitution.


DATED
this _________ day of ___________________, 202 .


Signature
of Transferor guaranteed by:


 


	__________________________________	_________________________________
	Name
    of Bank or Trust Company:	Signature
    of Transferor
		_________________________________
		_________________________________
		_________________________________
	 	Address
    of Transferor


 


Instructions:


 





		1.	The
                                         name of the transferor must correspond with the name written upon the face of this Warrant
                                         Certificate in every particular without any changes whatsoever.



 


		2.	The
                                         signature of the Transferor on the Transfer Form must be guaranteed by an authorized
                                         officer of a chartered bank, trust company or an investment dealer who is a member of
                                         a recognized stock exchange, and the Warrantholder must pay any applicable transfer taxes
                                         or fees.



 


		3.	If
                                         the Transfer Form is signed by a trustee, executor, administrator, curator, guardian,
                                         attorney, officer of a corporation or any person acting in a judiciary or representative
                                         capacity, the Warrant Certificate must be accompanied by evidence of authority to sign
                                         satisfactory to the Corporation.