Exhibit 10.3


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT"). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES
LAWS OR (c) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


	Number of Warrants: 645,000	Warrant No. ______________
	Date of Issuance: July 26, 2021	 




 


WARRANTS TO PURCHASE COMMON SHARES OF Q BIOMED
INC.


(organized under the laws of Nevada)


 


This
is to certify that for value received pursuant to that Securities Purchase Agreement entered into on July 26, 2021 (the “Purchase
Agreement”) between PLATINUM POINT CAPITAL, LLC, a Nevada limited liability company, or its registered assigns (the “Holder”)
and Q BioMed Inc. (the "Corporation"), the Holder shall have the right to purchase from the Corporation, at any time
and from time-to-time up to 5:00 p.m. (New York time) on the five (5) year anniversary of the issuance of this warrant (the
 "Expiry Time"), one fully paid and non-assessable Common Share (as hereinafter defined)
for each Warrant (individually, a "Warrant") represented hereby at a price of US$1.25 per share (the "Exercise
Price", as may be adjusted herein), upon and subject to the following terms and conditions:


 


1.            For
the purpose of this Warrant, the term "Common Shares" means common shares in the capital of the Corporation as constituted
on the date hereof; provided that in the event of a change, subdivision, re-division, reduction, combination or consolidation thereof
or any other adjustment under clause 7 hereof, or such successive changes, subdivisions, re-divisions, reductions, combinations, consolidations
or other adjustments, then subject to the adjustments, if any, having been made in accordance with the provisions of this Warrant Certificate,
 "Common Shares" shall thereafter mean the shares, other securities or other property resulting from such change, subdivision,
re-division, reduction, combination or consolidation or other adjustment. Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Purchase Agreement.


 


2.            All
rights under any of the Warrants in respect of which the right of subscription and purchase therein not exercised shall wholly cease and
determine and such Warrants shall be wholly void and of no valid or binding effect after the Expiry Time.


 






     


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3.            The
right to purchase the Common Shares underlying the Warrants (the “Warrant Shares”) may only be exercised by the Holder
before the Expiry Time by:


 


		(1)	duly completing and executing a subscription substantially in the form attached hereto as Exhibit A, in the manner therein indicated;
and



 


		(2)	surrendering this Warrant Certificate and the duly completed and executed subscription form to the Corporation at the principal office
of the Corporation in the City of New York, together with payment of the purchase price for the Common Shares subscribed for in the form
of a wire transfer or a certified check payable to the Corporation in an amount equal to the then applicable Exercise Price multiplied
by the number of Common Shares subscribed for (“Aggregate Exercise Price”); or



 


		(3)	subject to Section 7(c) or Section 7(d) herein, in the event the Holder desires to exercise the Warrant through
the cashless mechanism as set forth herein it shall, in lieu of making the cash payment otherwise contemplated to be made to the Corporation
upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):



 


 


 


For purposes of the foregoing formula:


 


A= the total number of shares with respect
to which this Warrant is then being exercised.


 


B= the average closing bid price of the
Common Shares for the ten (10) Trading Days immediately preceding the date of the applicable Exercise Notice (“Average Bid
Price”).


 


C= the Exercise Price then in effect for
the applicable Warrant shares at the time of such exercise.


 


4.            Upon
such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Holder the number of Common Shares to be issued
and the Holder shall become a shareholder of the Corporation in respect of such Common Shares with effect from the date of such delivery
and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares. The Corporation shall cause
such certificate or certificates to be mailed to the Holder at the address or addresses specified in such subscription form within five
(5) business days of such delivery and payment as herein provided.


 






     


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5.            The
holding of a Warrant shall not constitute the Holder a shareholder of the Corporation nor entitle him to any right or interest in respect
thereof except as herein expressly provided.


 


6.            The
Corporation covenants and agrees that until the Expiry Time, while any of the Warrants shall be outstanding, it shall reserve and there
shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided,
as such right of purchase may be adjusted pursuant to clauses 7 and 8 hereof. All Common Shares which shall be issued upon the exercise
of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased
pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable
to the Corporation or its creditors in respect thereof.


 


		7.	(a) If and whenever at any time after the date hereof and prior to the Expiry Time the Corporation shall (i) subdivide,
re-divide or change its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate
its then outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable
for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock
dividend or other distribution (any of such events herein called a "Common Share Reorganization"), then the Exercise
Price shall be adjusted effective immediately after the effective date of any such event in (i) or
(ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such dividend or
distribution in (iii) above, as the case may be, by multiplying the Exercise Price in effect on such effective date or record
date, as the case may be, by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective
date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which shall
be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization including, in the
case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be
outstanding if such securities were exchanged for or converted into Common Shares.



 


		(b)	If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall distribute any class of shares
or rights, options or warrants or other securities (other than those referred to in 7(a) above), evidences of indebtedness or property
(excluding cash dividends paid in the ordinary course) to holders of all or substantially all of its then outstanding Common Shares, the
Holder shall receive, in addition to the number of the Common Shares in respect of which the right to purchase is then being exercised,
the aggregate number of Common Shares or other securities or property that the Holder would have been entitled to receive as a result
of such event, as if, on the record date thereof, the Holder had been the registered holder of the number of Common Shares to which the
Holder was theretofore entitled upon the exercise of the rights of the Holder hereunder.



 






     


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		(c)	If and whenever at any time after the date hereof and prior to the Expiry Time there is a capital reorganization of the Corporation
or a reclassification or other change in the Common Shares (other than a Common Share Reorganization) or a consolidation or merger or
amalgamation of the Corporation with or into any other corporation or other entity (other than a consolidation, merger or amalgamation
which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities),
or a transfer of all or substantially all of the Corporation's undertaking and assets to another corporation or other entity in which
the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a "Capital
Reorganization"), the Holder, conditioned that he has not exercised the right of subscription and purchase under this Warrant
Certificate prior to the effective date of such Capital Reorganization, shall be entitled to receive and shall accept, upon the exercise
of such right, on such date or any time thereafter, for the same aggregate consideration in lieu of the number of Common Shares to which
he was theretofore entitled to subscribe for and purchase less the aggregate Exercise Price per Warrant, the aggregate number of shares
or other securities or property which the Holder would have been entitled to receive as a result of such Capital Reorganization as if,
on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was theretofore entitled to
subscribe for and purchase.



 


		(d)	At any time from six months from the date hereof until the Expiry Time that the Warrant Shares are not registered for resale with
the U.S. Securities and Exchange Commission pursuant to an effective registration statement (and provided it is done in compliance with
Section 3 of this Warrant), the Holder may elect to exercise all or a portion of the Warrant Shares represented by this Warrant by
a Cashless Exercise.



 


		(e)	If and whenever, at any time while this Warrant is outstanding, the Company issues or sells, announces any offer, sale, or other disposition
of, or in accordance with this Section 7 is deemed to have issued, sold or granted (or makes an announcement regarding the same),
any 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 Stock for a consideration per share (the “New Issuance Price”) less than a price equal to the Exercise
Price in effect immediately prior to such issuance or sale or deemed issuance or sale then immediately after such issuance, the Exercise
Price then in effect shall be reduced to an amount equal to the New Issuance Price; provided that this adjustment provided for under this
Section 7(e) shall not occur in connection with a share issuance related to the Company’s securities outstanding as of
the date hereof, including its outstanding warrants, outstanding options, outstanding preferred stock and outstanding debt.



 


8.            On
the occurrence of each and every such event set out in clause 7, the applicable provisions of this Warrant, including the Exercise
Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to
comply with such provisions as so amended.


 






     


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9.            The
Corporation shall not be required to deliver certificates for Common Shares while the share transfer books of the Corporation are properly
closed, having regard to the provisions of clause 7 hereof, prior to any meeting of shareholders or for the payment of dividends or for
any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription
and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed
for not more than five (5) days after the date of the re-opening of said share transfer books. Provided, however, that any such postponement
of delivery of certificates shall be without prejudice to the right of the Holder so surrendering the same and making payment during such
period to receive after the share transfer books shall have been re-opened such certificates for the Common Shares called for, as the
same may be adjusted pursuant to clause 8 hereof as a result of the completion of the event in respect of which the transfer books were
closed.


 


10.            Subject
as hereinafter provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate
legal proceedings. No recourse under or upon any obligation, covenant or agreement contained herein shall be had against any shareholder,
director or officer of the Corporation either directly or through the Corporation, it being expressly agreed and declared that the obligations
under the Warrants are solely corporate obligations and that no personal liability whatever shall attach to or be incurred by the shareholders,
directors or officers of the Corporation or any of them in respect thereof, any and all rights and claims against every such shareholder,
officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants.


 


11.            The
Holder may subscribe for and purchase any lesser number of Common Shares than the number of shares expressed in this Warrant Certificate.
In the case of any subscription for a lesser number of Common Shares than expressed in this Warrant Certificate, the Holder hereof shall
be entitled to receive (upon surrender of this Warrant Certificate or delivery of an affidavit of loss of this Warrant Certificate) at
no cost to the Holder a new Warrant Certificate in respect of the balance of Warrant not then exercised. Such new Warrant Certificate
shall be mailed to the Holder by the Corporation, contemporaneously with the mailing of the certificate or certificates representing the
Common Shares issued pursuant to clause 4.


 


12.            If
this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion
acting reasonably impose, issue and sign and direct the Corporation's transfer agent to countersign a new Warrant Certificate of like
denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed for delivery to the Holder.


 


13.            The
Corporation shall keep at its principal office (or its transfer agent): (a) a register of holders in which shall be entered the names
and addresses of the holders of the Warrants and of the number of Warrants held by them; and (b) a register of transfers in which
shall be entered the date and other particulars of each transfer of Warrants. The registers hereinbefore referred to shall be open at
all reasonable times for inspection by any Holder.


 






     


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14.            Subject
to compliance by the Holder with any applicable resale restrictions and any other applicable laws and regulatory requirements, the Corporation
acknowledges and agrees that the Warrants evidenced hereby may be assigned or transferred by the Holder at the Holder's option. It is
the sole responsibility of the Holder to ensure that all such restrictions, laws and regulatory requirements have been observed. Upon
any assignment or transfer, the Holder shall furnish the Corporation with this Warrant Certificate and an Assignment Form in the
form of Exhibit B attached hereto and such other documents and information regarding the transferee as the Corporation
may reasonably require to register these Warrants in the name of the transferee and, upon satisfaction of such requirements, the Corporation
shall execute and deliver a new Warrant Certificate in the name of the transferee named in such Warrant Transfer Form for the number
of unexercised Warrants and this certificate shall be promptly cancelled.


 


15.            The
transferee of a Warrant Certificate shall, after the transfer form attached to the Warrant Certificate or any other form of transfer acceptable
to the Corporation, acting reasonably, is duly completed and the Warrant Certificate is lodged with the Corporation and upon compliance
with all other conditions in that regard required by this Warrant, by the New York Stock Exchange or by law, be entitled to have his name
entered on the register of holders as the owner of the Warrants represented thereby free from all equities or rights of set-off or counterclaim
between the Corporation and the transferor or any previous holder of such Warrant, save in respect of equities of which the Corporation
or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.


 


16.            Warrant
Certificates may, upon compliance with the reasonable requirements of the Corporation, be exchanged for Warrant Certificates in any other
denomination representing in the aggregate the same number of Warrants. The Corporation shall sign, all Warrant Certificates necessary
to carry out the exchanges contemplated herein, provided that:


 


		(1)	Warrant Certificates may be exchanged only at the principal office of the Corporation in the City of New York; any Warrant Certificates
tendered for exchange shall be surrendered to the Corporation and cancelled; and



 


		(2)	Except as otherwise herein provided, the Corporation may charge Holders requesting an exchange a reasonable sum for each new Warrant
Certificate issued; and payment of such charges and reimbursement of the Corporation for any and all stamp taxes or governmental or other
charges required to be paid shall be made by the party requesting such exchange as a condition precedent to such exchange.



 


17.            The
Corporation may deem and treat the registered holder of any Warrant Certificate as the absolute owner of the Warrants represented
thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary except where the
Corporation is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to
the rights evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the
original or any intermediate holder thereof and all persons may act accordingly and the receipt by any such Holder of the Common
Shares purchasable pursuant to such Warrant shall be a good discharge to the Corporation for the same and the Corporation shall not
be bound to inquire into the title of any such Holder except where the Corporation is required to take notice by statute or by order
of a court of competent jurisdiction.


 






     


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18.            The
Holder acknowledges that appropriate legends, as follows, will be placed upon certificates representing any securities issued on the exchange,
assignment or exercise of the Warrants represented by this certificate until the hold period expires for the Warrants so represented hereby.


 


"THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, (A) TO
THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF
AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS OR (C) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO
ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."


 


19.            This
Warrant shall be governed by the laws of the New York and the federal laws of the United States applicable herein.


 


20.            The
Warrants represented by this certificate and the common shares issuable upon exercise hereof have not been registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Warrants represented by this
certificate may not be exercised by a U.S. person or person within the United States (or on behalf of any such person) unless
registered under the U.S. Securities Act or unless an exemption from such registration is available.


 


IN
WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer.


 


DATED
this 26th day of July 2021.


 


	 	Q BIOMED INC.
	 	 
	 	 
	 	By:	               
	 	Authorized Signing Officer






 






     


    


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS WARRANT TO PURCHASE COMMON STOCK


 


Q BIOMED INC.


 


The
undersigned holder hereby exercises the right to purchase                 of
the shares of Common Stock (“Warrant Shares”) of Q BioMed Inc., a Nevada corporation (the “Corporation”),
evidenced by Warrant No.___________(the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.            Form of
Exercise Price. Subject to Section 7(c) or Section 7(d) of the Warrant, the Holder intends that payment of the
Exercise Price shall be made as:


 


	__________________________	a “Cash Exercise” with respect to____________Warrant Shares; and/or
	 	 
	__________________________	a “Cashless Exercise” with respect to__________Warrant
    Shares.




 


In the event that the Holder has elected a
Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and
warrants that (i) this Exercise Notice was executed by the Holder at [a.m.][p.m.] on the date set forth below and (ii) if
applicable, the Bid Price as of such time of execution of this Exercise Notice was $




 


2.            Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the
Holder shall pay the Aggregate Exercise Price in the sum of $           to
the Corporation in accordance with the terms of the Warrant.


 


3.            Delivery
of Warrant Shares and Net Number of shares of Common Stock. The Company shall deliver to Holder, or its designee or agent as specified
below, shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to
the following address: 


 


_____________________


 


_____________________


 


_____________________


 


Date: _______________


 






     


    


    

 


	Name of Registered Holder	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


	Account
	Number:	 
	 	(if shares are delivered by electronic book entry transfer)






 


	Transaction Code
	Number:	 
	 	(if shares are delivered by electronic book entry transfer)






 






     


    


    

 


ACKNOWLEDGMENT


 


The Corporation hereby acknowledges
this Exercise Notice and hereby directs __________________to
issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated __________, 20__,
from the Corporation and acknowledged and agreed to by_____________.


 


	 	Q BIOMED INC.
	 	 
	 	By:	        
	 	Name:
	 	Title:




 






     


    


    

 


EXHIBIT B


 


ASSIGNMENT FORM


 


TO
BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:


 


	TO:	Q BioMed Inc.

 [address]



 


The undersigned holder of the within Warrant
certificate hereby sells, assigns and transfers to ____________________________________[name
of Transferee], _____________________________ [number
of Warrants] of Q BioMed Inc. (the "Corporation") registered in the name of the undersigned on the records of the
Corporation represented by the attached Warrant certificate and irrevocably appoints_____________________________, the attorney of the undersigned to transfer the
said securities on the books or register with full power of substitution.


 


DATED
this_________day of__________________, 20_______.


 


 


	Signature Guaranteed	 	Signature of Transferor




 


Certificate of Transferee


 


The undersigned certifies as follows (check one):


 


	A	 ̈	  submits herewith evidence that the transfer of Warrants to the undersigned does not require registration under the United States
Securities Act of 19933, as amended, or any applicable securities laws, it being understood that such evidence must be satisfactory in
form and substance to the Corporation.



 


	B	 ̈	  The undersigned hereby certifies that the undersigned is not in the United States, is not acquiring the Warrants for the account
or benefit of a person in the United States, was not offered the Warrants in the United States and was not in the United States when it
agreed to acquire the Warrants.



 


DATED
this_________day of__________________, 20_______.


 


	 	 
	 	Signature of Transferee
	 	 
	 	 
	 	 
	 	Notarized by:




 






     


    


    

 


Instructions:


 


	a.	Signature of the Holder must be the signature of the person whose name appears on the face of the Warrant Certificate.



 


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



 


	c.	Warrants shall only be transferable in accordance with applicable laws and are subject to the terms and conditions contained in the
certificate to which this Warrant Transfer Form is scheduled.