Exhibit 4.1


 


Milestone
Pharmaceuticals Inc. 


FORM OF PRE-FUNDED WARRANT TO PURCHASE
COMMON SHARES


 


Number of Shares: [-] (subject to adjustment)


 


	Warrant No. PFW – 00[-]	 	Original Issue Date: October [-], 2020


 


Milestone Pharmaceuticals Inc., an exempted
company incorporated and existing under the laws of the Province of Québec, Canada (the “Company”), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [-] or its registered
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to
a total of [-] common shares, no par value per share (the “Common Shares”), of the Company (each such share,
a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share
equal to $0.01 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”)
upon surrender of this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange,
transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof
(the “Original Issue Date”) until the Warrant has been exercised in full, subject to the following terms and
conditions:


 


1. Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:


 


(a) “Affiliate” means
any Person directly or indirectly controlled by, controlling or under common control with, a Holder, as such terms are used in
and construed under Rule 405 under the Securities Act, but only for so long as such control shall continue.


 


(b) “Commission” means
the United States Securities and Exchange Commission.


 


(c) “Closing Sale Price”
means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security,
as reported by Bloomberg L.P., or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate
the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg
L.P., or if the security is not listed for trading on a national securities exchange or other trading market on the relevant date,
the last quoted bid price for the security in the over-the-counter market on the relevant date as reported by OTC Markets Group
Inc. (or a similar organization or agency succeeding to its functions of reporting prices). If the Closing Sale Price cannot be
calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date
shall be the fair market value as mutually determined in good faith by the Company and the Holder. All such determinations shall
be appropriately adjusted for any share dividend, share split, share combination or other similar transaction during the applicable
calculation period.


 


(d) “Principal Trading Market”
means the national securities exchange or other trading market on which the Common Shares are primarily listed on and quoted for
trading, which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.


 


(e) “Securities Act” means the Securities
Act of 1933, as amended.


 


(f) “Trading Day” means
any weekday on which the Principal Trading Market is open for trading. If the Common Shares are not listed or admitted for trading,
 “Trading Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United
States or any day on which banking institutions in New York City are authorized or required by law or other governmental action
to close.


 


(g) “Transfer Agent”
means Computershare Investor Services Inc. and Computershare Trust Company, N.A., collectively, the Company’s transfer agent
and registrar for the Common Share, and any successor appointed in such capacity.


 


2. Warrant Register. The Company
shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee
to which this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes,
absent actual notice to the contrary.


 






     


     


    

 


3. Registration of Transfers. Subject
to compliance with all applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer
of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer
taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Shares in substantially the form of this
Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall
be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall
be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.
The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant
under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as
the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.


 


4. Exercise and Duration of Warrants.


 


(a) All or any part of this Warrant shall
be exercisable by the registered Holder in the manner set forth in Section 4(b) at any time and from time to time on or after the
Original Issue Date subject to the limitations set forth in Section 11.


 


(b) The Holder may exercise this Warrant
by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”),
completed and duly signed, and (ii) payment of the Exercise Price (if applicable) in cash or immediately available funds (or pursuant
to cashless exercise provisions in accordance herewith and Section 10) for the number of Warrant Shares as to which this Warrant
is being exercised. The date on which such Exercise Notice is delivered to the Company (as determined in accordance with the notice
provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation
of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares,
if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


5. Delivery of Warrant Shares.


 


(a) The Company shall cause the Warrant
Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s
or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an
effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder
or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144
(assuming cashless exercise of the Warrants), and otherwise by issuing such Warrant Shares in the name of the Holder or its designee
in restricted book-entry form in the Company’s share register, for the number of Warrant Shares to which the Holder is entitled
pursuant to such exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise
and delivery of the aggregate Exercise Price (if applicable) to the Company. The Holder, or any natural person or legal entity
(each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to have become the
holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the
Holder’s DTC account or the date of restricted book-entry evidencing such Warrant Shares, as the case may be.


 


(b) If by the close of the second (2nd)
Trading Day after the Exercise Date, the Company fails to deliver to the Holder the required number of Warrant Shares in the manner
required pursuant to Section 5(a) or fails to credit the Holder’s DTC account for such number of Warrant Shares to
which the Holder is entitled, and if after such third (3rd) Trading Day and prior to the receipt of such Warrant Shares, the Holder
purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of the
Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall,
within two (2) Trading Days after the Holder’s request promptly honor its obligation to deliver to the Holder such Warrant
Shares and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including brokerage
commissions, if any) for the Common Shares so purchased in the Buy-In less the product of (A) the number of Common Shares purchased
in the Buy-In, times (B) the Closing Sale Price of a Common Share on the Exercise Date.


 






     


     


    

 


(c) To the extent permitted by law and
subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to
the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any
action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein
shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver
Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


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


 


7. Replacement of Warrant. If this
Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for
and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable
indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8. No Pre-Emptive Rights; Duly Issued
Warrant Shares. The Company covenants that all Warrant Shares issuable and deliverable upon exercise in full of this Warrant
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure
that such Common Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any securities exchange or automated quotation system upon which the Common Shares may be listed.


 


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


 


(a) Share Dividends and Splits.
If the Company, at any time while this Warrant is issued and outstanding, (i) pays a share dividend on its Common Shares or otherwise
makes a distribution on any class of capital shares issued and outstanding on the Original Issue Date and in accordance with the
terms of such shares on the Original Issue Date or as amended that is payable in Common Shares, (ii) subdivides its issued and
outstanding Common Shares into a larger number of Common Shares, (iii) combines its issued and outstanding Common Shares into a
smaller number of Common Shares or (iv) issues by reclassification of capital shares any additional Common Shares of the Company,
then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of Common
Shares issued and outstanding immediately before such event and the denominator of which shall be the number of Common Shares issued
and outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution, provided,
however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise
Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be
adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii)
or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 






     


     


    

 


(b) Pro Rata Distributions. If the
Company, at any time while this Warrant is issued and outstanding, distributes to all holders of Common Shares for no consideration
(i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Shares covered by the preceding paragraph),
(iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),
other than a reclassification as to which Section 9(c) applies, then in each such case, the Holder shall be entitled to participate
in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of Common
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation, the ownership limitation set forth in Section 11(a) hereof) immediately before the date of which a record is taken
for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined
for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any
such Distribution would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as
a result of such Distribution to such extent)) and the portion of such Distribution shall be held in abeyance for the benefit of
the Holder until the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the
Holder exceeding the ownership limitation set forth in Section 11(a) hereof and (ii) such time as the Holder has exercised this
Warrant.


 


(c) Fundamental Transactions. If,
at any time while this Warrant is issued and outstanding (i) the Company effects any amalgamation, merger or consolidation of the
Company with or into another Person, in which the Company is not the surviving entity and in which the shareholders of the Company
immediately prior to such amalgamation, merger or consolidation do not own, directly or indirectly, at least 50% of the voting
power of the surviving entity immediately after such amalgamation, merger or consolidation, (ii) the Company effects any sale to
another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant
to any tender offer or exchange offer (whether by the Company or another Person), holders of share capital tender shares representing
more than 50% of the voting power of the capital shares of the Company and the Company or such other Person, as applicable, accepts
such tender for payment, (iv) the Company consummates a share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than the 50% of the voting power of the capital shares of the Company (except for any such transaction in which the
shareholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power
of such Person immediately after the transaction) or (v) the Company effects any reclassification of the Common Shares or any compulsory
share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of Common Shares covered by Section 9(a) above) (in any such case, a “Fundamental
Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise
of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company
is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration
is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section
10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other
Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration
as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant.
The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.


 


(d) Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the Exercise Price that would have
been effected but for the final sentence in this paragraph (d)), the number of Warrant Shares that may be purchased upon exercise
of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price (if
applicable) payable hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment.


 






     


     


    

 


(e) Calculations. All calculations
under this Section 9 shall be made to the nearest one-millionth of one cent or the nearest share, as applicable.


 


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


 


(g) Notice of Corporate Events.
If, while this Warrant is issued and outstanding, the Company (i) declares a dividend or any other distribution of cash, securities
or other property in respect of its Common Shares, including, without limitation, any granting of rights or warrants to subscribe
for or purchase any capital shares of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits shareholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the
applicable record or effective date on which a Person would need to hold Common Shares in order to participate in or vote with
respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect
the validity of the corporate action required to be described in such notice. In addition, if while this Warrant is issued and
outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits shareholder approval for any
Fundamental Transaction contemplated by Section 9(c), other than a Fundamental Transaction under clause (iii) of Section 9(c),
then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company
shall deliver to the Holder a notice of such Fundamental Transaction at least ten (10) days prior to the date such Fundamental
Transaction is consummated.


 


10. Payment of Cashless Exercise Price.
Upon the cashless exercise of this Warrant pursuant to Section 4(b) or Section 9(c) hereof, the Company shall issue to the Holder
the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act as determined
as follows:


 


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


 


where:


 


“X” equals the number of Warrant
Shares to be issued to the Holder;


 


“Y” equals the total number
of Warrant Shares with respect to which this Warrant is then being exercised;


 


“A” equals the Closing Sale
Price per Common Share as of the Trading Day on the date immediately preceding the Exercise Date; and


 


“B” equals the Exercise Price
per Warrant Share then in effect on the Exercise Date.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless exercise”
transaction pursuant to Section 9(c) hereof shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission
continues to take the position that such treatment is proper at the time of such exercise).


 


For the avoidance of doubt, any exercise
of this Warrant pursuant to Section 4 hereof shall only be settled in cash.


 


11. Limitations on Exercise.


 






     


     


    

 


(a) Notwithstanding anything to the contrary
contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this
Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior
to such exercise, would cause (i) the aggregate number of Common Shares beneficially owned by the Holder, its Affiliates and any
other Persons whose beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d)
of the Exchange Act (such as any other members of a Section 13(d) “group”) to exceed 9.99% (the “Maximum Percentage”)
of the total number of issued and outstanding Common Shares of the Company following such exercise, or (ii) the combined voting
power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such
as any other members of a Section 13(d) “group”) to exceed 9.99% of the combined voting power of all of the securities
of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding
Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent
Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement
by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of Common Shares outstanding.
Upon the written request of the Holder, the Company shall within two (2) Trading Days confirm in writing or by electronic mail
to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the
date as of which such number of outstanding Common Shares was reported. By written notice to the Company, the Holder may from time
to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.99% as specified in such
notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to
the Company. For purposes of this Section 11(a), the aggregate number of Common Shares or voting securities beneficially owned
by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the
Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”)
shall include the Common Shares issuable upon the exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of Common Shares which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled
portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion
of any other securities of the Company that do not have voting power (including without limitation any securities of the Company
which would entitle the holder thereof to acquire at any time Common Shares, including without limitation any debt, preferred share,
right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Shares), is subject to a limitation on conversion or exercise analogous to the limitation
contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership
of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other
members of a Section 13(d) “group”).


 


(b) This Section 11 shall not restrict
the number of Common Shares that a Holder may receive or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant.


 


12. No Fractional Shares. No fractional
Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise
be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay
the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.


 


13. Notices. Any and all notices
or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall
be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
confirmed e-mail prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via confirmed e-mail on a day that is not a Trading Day or later than 5:30 P.M., New
York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight
courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required
to be given, if by hand delivery. The addresses and e-mail addresses for such communications shall be:


 






     


     


    

 


If to the Company:


 


Attention: Amit Hasija, Chief Financial
Officer


Milestone Pharmaceuticals Inc.


1111 Dr. Frederik-Philips Blvd., Suite
420


Montréal, Québec H4M 2X6


Email: ahasija@milestonepharma.com


 


with copies to:


 


Attention: Myriam Taillefer, Corporate
Controller


Milestone Pharmaceuticals Inc.


1111 Dr. Frederik-Philips Blvd., Suite
420


Montréal, Québec H4M 2X6


Email: ahasija@milestonepharma.com


 


Attention: Ryan Sansom


Cooley LLP


500 Boylston Street, 14th Floor


Boston, Massachusetts 02116


Facsimile: (617) 937-2400


Email: rsansom@cooley.com


 


If to the Holder, to its address or e-mail address set forth herein or on the books and records of the Company.


 


Or, in each of the above instances, to
such other address or e-mail address as the recipient party has specified by written notice given to each other party at least
five (5) days prior to the effectiveness of such change.


 


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


 


15. Miscellaneous.


 


(a) No Rights as a Shareholder.
The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends
or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed
to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares,
reclassification of shares, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is
then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder
of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


(b) Successors and Assigns. Subject
to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by
the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant
shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder, or their successors and assigns.


 






     


     


    

 


(c) Amendment and Waiver. Except
as otherwise provided herein, this Warrant may be modified or amended or the provisions hereof waived with the written consent
of the Company and the Holder.


 


(d) Acceptance. Receipt of this
Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


(e) Governing Law; Jurisdiction.
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE
HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


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


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     


     


    

 


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


 


	 	Milestone Pharmaceuticals Inc.
	 	 
	 	By: 	 
	 	 	Name:	Joseph G. Oliveto
	 	 	Title:	President and CEO



 






     


     


    

 


SCHEDULE 1


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase
Common Shares under the Warrant]


Ladies and Gentlemen:


 


(1) The undersigned is the Holder of Warrant No. ___ (the “Warrant”)
issued by Milestone Pharmaceuticals Inc., an exempted company incorporated and existing under the laws of the Province of Québec,
Canada (the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings
set forth in the Warrant.


 


(2) The undersigned hereby exercises its right to purchase ___________
Warrant Shares pursuant to the Warrant.


 


(3) Pursuant to this Exercise Notice, the Company shall deliver
to the Holder Warrant Shares determined in accordance with the terms of the Warrant. If permissible, the Warrant Shares shall
be delivered to the following DWAC Account Number:


 


	 	 
	 	 



 


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


 


	Dated:	 	 
	 	 	 
	Name of Holder:	 	 
	 	 	 
	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 


 


(Signature must conform in all respects
to name of Holder as specified on the face of the Warrant)