Exhibit 4.1


 





[FORM
OF WARRANT]


 


BRIACELL
THERAPEUTICS CORP.


 


Warrant
To Purchase Common Shares


 


Warrant
No.:__________





Number
of Common Shares:_____________





Date
of Issuance: [___], 2020 (“Issuance Date”)


 


BriaCell
Therapeutics Corp., a British Columbia corporation (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, _____________________[HOLDER],
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or
after the Issuance Date (the “Initial Exercisability Date”), but not after 5:00 p.m., New York time, on the
Expiration Date, (as defined below), ______________ (_____________)1 fully paid nonassessable Warrant Shares (as defined
below), subject to adjustment as provided herein. Except as otherwise defined herein, capitalized terms in this Warrant (as defined
herein), including any Warrants issued in exchange, transfer or replacement hereof, shall have the meanings set forth in Section
17. This Warrant is one of the Warrants to purchase Common Shares (as defined below) issued pursuant to (i) a Securities Purchase
Agreement dated as of ♦, 2020 (the “Subscription Date”) by and between the Company and the Holder, and
(ii) the Company’s Registration Statement on Form F-1 (as the same may be amended from time to time) (File number 333-234292)
(the “Registration Statement”) for the registration under the Securities Act of 1933, as amended, of up to
♦ units (the “Units”), each Unit consisting of one common share, with no par value per share, (each,
a “Common Share”) of the Company and one warrant (each, a “Warrant”) to purchase one Common
Share (each, a “Warrant Share”) at an exercise price of $♦ per share; and up to ♦ pre-funded warrant
units (the “PF Units”), each PF Unit consisting of one pre-funded warrant to purchase one Common Share at an
exercise price of $0.0001 per share (a “Pre-Funded Warrant”) and a Warrant, including either Common Shares
or Pre-Funded Warrants, and certain broker warrants issuable pursuant to the Registration Statement.


 




    	 



    	 



    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date,
in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached
hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant.
Within one (1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount
equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available
funds or if the provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant
to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization)
with respect to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of
the Warrant Shares 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 and the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of
the date on which the final Exercise Notice has been delivered to the Company. On or before the first (1st) Trading Day following
the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the
Holder and the Company’s transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate
Exercise Price (or notice of a Cashless Exercise) on or prior to the first (1st) Trading Day following the date on which the Exercise
Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number
of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Exercise Notice has been
delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise) on
or prior to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then
on or prior to the first (1st) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise)
is delivered (such earlier date, the “Share Delivery Date”), the Company shall (X) provided that the Transfer
Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program,
credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the
address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the
Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company
shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of
Warrant Shares via DTC, if any, including without limitation for same day processing. Upon delivery of the Exercise Notice, the
Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s
DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is
physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than two (2) Trading Days after any exercise and at its own
expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right
to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant
Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this
Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest whole number. The Company shall
pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses
of the Transfer Agent) which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this
Warrant. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or
consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same,
or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall not
be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate Exercise
Price (or notice of a Cashless Exercise) with respect to such exercise.


 




    	 



    	 



    

 


(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $♦ per share, subject to adjustment
as provided herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason
to issue to the Holder on or prior to the applicable Share Delivery Date, if (x) the Transfer Agent is not participating in the
DTC Fast Automated Securities Transfer Program, a certificate for the number of Common Shares to which the Holder is entitled
and register such Common Shares on the Company’s share register or (y) the Transfer Agent is participating in the DTC Fast
Automated Securities Transfer Program, to credit the Holder’s balance account with DTC, for such number of Common Shares
to which the Holder is entitled upon the Holder’s exercise of this Warrant or (II) a registration statement (which may be
the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice
(the “Exercise Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such
Exercise Notice Warrant Shares and (x) the Company fails to promptly, but in no event later than one (1) Business Day after such
registration statement becomes unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice
Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares
to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system (the
event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and
together with the event described in clause (I) above, an “Exercise Failure”), then, in addition to all other
remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver a certificate
to the Holder and register such Common Shares on the Company’s share register or, if the Transfer Agent is participating
in the DTC Fast Automated Securities Transfer Program, credit the Holder’s balance account with DTC for the number of Common
Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation
pursuant to clause (ii) below or (II) if a Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in
an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable
upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall,
within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the
Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s
obligation to deliver such certificate (and to issue such Common Shares) or credit such Holder’s balance account with DTC
for such Common Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such Common Shares or credit such Holder’s balance account with DTC, as applicable, and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares, times (B)
any trading price of the Common Shares selected by the Holder in writing as in effect at any time during the period beginning
on the applicable Exercise Date and ending on the applicable Share Delivery Date. Nothing 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 certificates representing Warrant
Shares (or to electronically deliver such Warrant Shares) upon the exercise of this Warrant as required pursuant to the terms
hereof. While this Warrant is outstanding, the Company shall cause its transfer agent to participate in the DTC Fast Automated
Securities Transfer Program. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of
Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right
to rescind such exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of this
Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect
the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section
1(c) or otherwise, and (ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale
of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale, as applicable, of such
Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving notice of the non-availability
of such registration statement and the Company has not already delivered the Warrant Shares underlying such Exercise Notice electronically
without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian
system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole or
in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such
Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to make any
payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some
or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 




    	 



    	 



    

 


(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be
the Registration Statement) covering the issuance or resale of the Exercise Notice Warrant Shares is not available for the issuance
or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant
in whole or in part and, by surrender of the Warrant in whole or in part and in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of Common Shares determined according to the following formula (a “Cashless
Exercise”):


 





	 	Net Number
=	(A
              x B) - (A x C)	 
	 	 	B	 









 


For
purposes of the foregoing formula:





 





	 	A=	the
    total number of shares with respect to which this Warrant is then being exercised.
	 	 	 
	 	B=	as
    applicable: (i) the Closing Sale Price of the Common Shares on the Trading Day immediately preceding the date of the applicable
    Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(d) hereof on a day that is
    not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening
    of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities
    laws) on such Trading Day, (ii) at the option of the Holder, either (x) the Weighted Average Price on the Trading Day immediately
    preceding the date of the applicable Exercise Notice or (y) the Bid Price of the Common Shares as of the time of the Holder’s
    execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours”
    on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 1(a) hereof (including until two (2)
    hours after the close of “regular trading hours” on a Trading Day), or (iii) the Closing Sale Price of the Common
    Shares on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise
    Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours”
    on such Trading Day.
	 	 	 
	 	C=	the
    Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.










 


 The
issue price for each such Warrant Share to be issued pursuant to the cashless exercise of a Warrant will be equal to “C”,
as defined above, and the total issue price for the aggregate number of Warrant Shares issued pursuant to the cashless exercise
of a Warrant will be paid and satisfied in full by the surrender to the Company of the portion of such Warrant being exercised.
 If Warrant Shares are issued in such a cashless exercise, the
Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, the Warrant
Shares shall take on the registered characteristics of the portion of this Warrant being exercised, and the holding period of
the portion of this Warrant being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not
to take any position contrary to this Section 1(d).


 


(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute
in accordance with Section 12.




 




    	 



    	 



    

 


(f)
Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise
of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the
terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent
that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of [4.99/9.99]% (the “Maximum Percentage”) of the number of Common Shares outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially
owned by the Holder and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other
Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination
of such sentence is being made, but shall exclude the number of Common Shares which would be issuable upon (A) exercise of the
remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B)
exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation,
any convertible notes or convertible preferred shares or warrants, including the other Warrants) beneficially owned by the Holder
or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this
Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining
the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum
Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent
Annual Report on Form 20-F, Report of Foreign Private Issuer on Form 6-K or other public filing with the Securities and Exchange
Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any
other written notice by the Company or the Transfer Agent setting forth the number of Common Shares outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number
of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing
of the number of Common Shares then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the
Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which
such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall
return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and 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 and any
other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of Common Shares to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed
to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Common Shares (as determined
under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified
in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the
other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes
of clarity, the Common Shares issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be
deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the
1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of
the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the
extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended
beneficial ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder
of this Warrant.


 




    	 



    	 



    

 


(g)
Required Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for
issuance under this Warrant a number of Common Shares at least equal to 100% of the maximum number of Common Shares as shall be
necessary to satisfy the Company’s obligation to issue Common Shares under the Warrants then outstanding (without regard
to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the
number of Common Shares reserved pursuant to this Section 1(g) be reduced other than in connection with any exercise of Warrants
or such other event covered by Section 2(c) below. The Required Reserve Amount (including, without limitation, each increase in
the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based on the number of Common
Shares issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without regard to any limitations
on exercise) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer
any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share
Allocation. Any Common Shares reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the
remaining holders of Warrants, pro rata based on the number of Common Shares issuable upon exercise of the Warrants then held
by such holders thereof (without regard to any limitations on exercise).


 


(h)
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient
number of authorized and unreserved Common Shares to satisfy its obligation to reserve for issuance the Required Reserve Amount
(an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the
Company’s authorized Common Shares to an amount sufficient to allow the Company to reserve the Required Reserve Amount for
this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date
of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized
Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized
Common Shares. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use
its best efforts to solicit its shareholders’ approval of such increase in authorized Common Shares and to cause its board
of directors to recommend to the shareholders that they approve such proposal. Notwithstanding the foregoing, if any such time
of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and
outstanding Common Shares to approve the increase in the number of authorized Common Shares, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows. 


 


(a)
Adjustment Upon Issuance of Common Shares. If and whenever on or after the Subscription Date, the Company issues, sells,
publicly announces the contemplated issuance or sale of, or in accordance with this Section 2 is deemed to have issued or sold,
any Common Shares (including the issuance, sale or public announcement of the issuance or sale, of Common Shares owned or held
by or for the account of the Company, but excluding Common Shares or other securities deemed to have been issued or sold
by the Company in connection with any Excluded Securities) for a consideration per share (the “New Issuance Price”)
less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such
issuance or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such
Dilutive Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. The provisions
of this Section 2(a) shall terminate at the time that the Company uplists its Common Shares to a National Securities Market (the
“Uplisting”) (provided, that for the avoidance of doubt, any Dilutive Issuance that is consummated, or is contemplated
to be consummated, contemporaneously with the Uplisting or to satisfy the conditions of the Uplisting, shall be deemed to have
occurred prior to the Uplisting). For purposes of determining the adjusted Exercise Price under this Section 2(a), the following
shall be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells, or the Company publicly announces the issuance or sale
of, any Options and the lowest price per share for which one share of Common Shares is issuable upon the exercise of any such
Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Options is less
than the Applicable Price, then such share of Common Shares shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the granting or sale of such Options for such price per share. For purposes of this Section 2(a)(i),
the “lowest price per share for which one share of Common Shares is issuable upon the exercise of any such Options or upon
conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Options” shall be equal
to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share
of Common Shares upon the granting or sale of the Options, upon exercise of the Options and upon conversion, exercise or exchange
of any Convertible Security issuable upon exercise of such Options less any consideration paid or payable by the Company with
respect to such one share of Common Shares upon the granting or sale of such Options, upon exercise of such Options and upon conversion
exercise or exchange of any Convertible Security issuable upon exercise of such Options. No further adjustment of the Exercise
Price shall be made upon the actual issuance of such Common Shares or of such Convertible Securities upon the exercise of such
Options or upon the actual issuance of such Common Shares upon conversion, exercise or exchange of such Convertible Securities.




 




    	 



    	 



    

 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells, or the Company publicly announces the
issuance or sale of, any Convertible Securities and the lowest price per share for which one share of Common Shares is issuable
upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Shares shall be
deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible
Securities for such price per share. For the purposes of this Section 2(a)(ii), the “lowest price per share for which one
share of Common Shares is issuable upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Shares upon the
issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security less any consideration
paid or payable by the Company with respect to such one share of Common Shares upon the issuance or sale of such Convertible Security
and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made
upon the actual issuance of such Common Shares upon conversion, exercise or exchange of such Convertible Securities, and if any
such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Exercise
Price has been or is to be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price
shall be made by reason of such issuance or sale.


 


(iii)
Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for Common Shares increases or decreases at any time, the Exercise
Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have been in effect
at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration
or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of
this Section 2(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are
increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible Security
and the Common Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of
the date of such increase or decrease. No adjustment pursuant to this Section 2(a) shall be made if such adjustment would result
in an increase of the Exercise Price then in effect.








 


(iv)
Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale, or the Company
publicly announces the issuance or sale of Options in connection with the issuance or sale, of other securities of the Company,
together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such
Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold
for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company
pursuant to the terms of such other securities of the Company, less (II) the Option Value of such Options; provided, that if the
value determined pursuant to clause (y) above would result in a value less than the par value of the Common Shares, then the other
securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par value of the
Common Shares. If any Common Shares, Options or Convertible Securities are issued or sold or deemed to have been issued or sold
for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If any Common
Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded
securities, in which case the amount of consideration received by the Company will be the Closing Sale Price of such publicly
traded securities on the date of receipt of such publicly traded securities. If any Common Shares, Options or Convertible Securities
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving or otherwise
continuing entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common Shares, Options or Convertible Securities, as the case
may be. The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company
and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event
requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within
five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the Required Holders. The determination of such appraiser shall be final and binding upon all parties
absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 






    	 



    	 



    

 


(v)
Record Date. If the Company takes a record of the holders of Common Shares for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Common Shares, Options or in Convertible Securities or (B) to subscribe for or purchase
Common Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale
of the Common Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be.


 


(vi)
No Readjustments. For the avoidance of doubt, in the event the Exercise Price has been adjusted pursuant to this Section
2(a) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after
the facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have
been in effect if such Dilutive Issuance had not occurred or been consummated.


 


(b)
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(c)
Adjustment Upon Subdivision or Combination of Common Shares. If the Company at any time on or after the Subscription Date
subdivides (by any share split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Common Shares
into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date
combines (by combination, reverse share split or otherwise) one or more classes of its outstanding Common Shares into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the
close of business on the date the subdivision or combination becomes effective.


 


(d)
Holder’s Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In
addition to and not in limitation of the other provisions of this Section 2, if the Company at any time after the Subscription
Date in any manner issues or sells or enters into any agreement to issue or sell, any Common Shares, Options or Convertible Securities
(any such securities, “Variable Price Securities”) that are issuable pursuant to such agreement or convertible
or exercisable into or exchangeable or exercisable for Common Shares at a price which varies or may vary with the market price
of the Common Shares, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting
customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each
of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company
shall provide written notice thereof via facsimile or electronic mail and overnight courier to the Holder on the date of such
agreement and the issuance of such Convertible Securities or Options. From and after the earlier to occur of (i) the date the
Company enters into such agreement, if any, and (ii)the date the Company issues any such Variable Price Securities, the Holder
shall have the right, but not the obligation, in its sole discretion to substitute the lowest Variable Price that existed during
the term of any Variable Price Securities for the Exercise Price upon exercise of this Warrant by designating in the Exercise
Notice delivered upon any exercise of this Warrant that solely for purposes of such exercise the Holder is relying on the Variable
Price rather than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular
exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.


 






    	 



    	 



    

 





(e)
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Required Holders,
so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(e) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3.
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the Subscription
Date and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, shares or other securities, property, options, evidence of indebtedness or any other assets by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, 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 or restrictions on exercise of this Warrant, including
without limitation, the Maximum Percentage) immediately before the date on 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, that to the extent that the Holder’s right to participate in any
such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder
shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of
such Common Shares as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the
Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held
similarly in abeyance) to the same extent as if there had been no such limitation).








 


4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription
Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights
to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Common Shares (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of Common Shares acquirable upon complete
exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,
the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined for the
grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial
ownership of such Common Shares as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase
Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would
not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder
shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 






    	 



    	 



    

 


(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing, pursuant to written agreements in form and substance satisfactory to the Required Holders, all of the
obligations of the Company under this Warrant and all other Transaction Documents in accordance with the provisions of this Section
4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, but which is exercisable for a corresponding
number of shares or other securities equivalent to the Common Shares issuable upon exercise of this Warrant (without regard to
any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares or other securities (taking into account the relative value of the Common Shares pursuant
to such Fundamental Transaction and the value of such shares or other securities, such adjustments to the number of shares or
other securities and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior
to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for the Company (so that from and after the date of such Fundamental Transaction, each and
every provision of this Warrant referring to the “Company” shall instead refer to the Successor Entity), and the Successor
Entity may exercise every prior right and power of the Company and shall assume all prior obligations of the Company under this
Warrant with the same effect as if the Successor Entity had been named as the Company in this Warrant. On or prior to the consummation
of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon
exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the Common Shares (or other
securities, cash, assets or other property purchasable upon the exercise of this Warrant prior to such Fundamental Transaction),
such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights),
which for purposes of clarification may continue to be Common Shares, if any, that the Holder would have been entitled to receive
upon the happening of such Fundamental Transaction or the record, eligibility or other determination date for the event resulting
in such Fundamental Transaction, had this Warrant been exercised immediately prior to such Fundamental Transaction or the record,
eligibility or other determination date for the event resulting in such Fundamental Transaction (without regard to any limitations
on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing,
and without limiting the provisions of Section 1(g) hereof, the Holder may elect, at its sole discretion, by delivery of a written
notice to the Company, to permit a Fundamental Transaction without the required assumption of this Warrant. In addition to and
not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which
holders of Common Shares are entitled to receive securities, cash, assets or other property with respect to or in exchange for
Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that, and any applicable
Successor Entity shall ensure that, the Holder will thereafter have the right to receive upon exercise of this Warrant at any
time after the consummation of the Corporate Event, Common Shares or shares of the Successor Entity or, if so elected by the Holder,
in lieu of the Common Shares (or other securities, cash, assets or other property) (except such items still issuable under Sections
3 and 4(a), which shall continue to be receivable thereafter) issuable upon exercise of this Warrant prior to such Corporate Event,
such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights)
which the Holder would have been entitled to receive upon the consummation of such Corporate Event or the record, eligibility
or other determination date for the event resulting in such Corporate Event, had this Warrant been exercised immediately prior
to such Corporate Event or the record, eligibility or other determination date for the event resulting in such Corporate Event
(without regard to any limitations on exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in
a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally
to successive Fundamental Transactions and Corporate Events.


 




    	 



    	 



    

 


(c)
Notwithstanding the foregoing, in the event of Fundamental Transaction, at the request of the Holder delivered before the ninetieth
(90th) day after the consummation of such Fundamental Transaction, the Company (or the Successor Entity) shall purchase this Warrant
from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date
of the Fundamental Transaction), cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of this
Warrant on the date of such Fundamental Transaction; provided, however, that if the Fundamental Transaction is not
within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be
entitled to receive from the Company or any Successor Entity, the same type or form of consideration (and in the same proportion),
at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of the Common
Shares of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, securities
or any combination thereof, or whether the holders of Common Shares are given the choice to receive from among alternative forms
of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Shares
are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Shares will be deemed to have
received common shares of the Successor Entity (which entity may be the Company following such Fundamental Transaction) in such
Fundamental Transaction.


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement,
dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take
all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company
(i) shall not increase the par value of any Common Shares that have a par value receivable upon the exercise of this Warrant
above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable Common Shares upon the exercise of this Warrant, and (iii)
shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized
and unissued Common Shares, solely for the purpose of effecting the exercise of the Warrants, the number of Common Shares as shall
from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 


6.
WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, 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 Common Shares
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 securities, reclassification of securities,
consolidation, merger, amalgamation, arrangement, 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. Notwithstanding this Section 6, the Company shall
provide the Holder with copies of the same notices and other information given to the shareholders of the Company generally, contemporaneously
with the giving thereof to the shareholders.


 




    	 



    	 



    

 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon
the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form (but without the obligation to post a bond) and, in the case of mutilation,
upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance
with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right
to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase
such portion of such Warrant Shares as is designated by the Holder at the time of such surrender.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of Common Shares underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.


 






    	 



    	 



    

 


8.
NOTICES. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice,
unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United
States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic
mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and
(ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after
so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered
by International Federal Express, two (2) Business Days after so mailed and (D) if delivered by electronic mail, the time of transmission
and (E) if delivered by facsimile, the time of transmission (provided that confirmation of transmission is generated and kept
by the sending party), and will be delivered and addressed as follows:


 





(i)
if to the Company, to:


 


BRIACELL
THERAPEUTICS CORP.

Suite 300 – 235 15th Street


West
Vancouver, BC V7T 2X1


Dr.
William V. Williams, Chief Executive Officer


E-mail:
williams@briacell.com


Fax
No: (424) 245-3719


 


(ii)
if to the Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records
of the Company.


 


The
Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable
detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail,
and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company
closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Shares, (B) with respect to
any grants, issuances or sales of any Options, Convertible Securities or rights to purchase shares, warrants, securities or other
property to holders of Common Shares or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation; provided in each case that such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder. It is expressly understood and agreed that the time of exercise specified by the
Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Holder.


 




    	 



    	 



    

 


10.
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by,
the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than
the State of New York. The Company 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, 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, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company
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 to the Company at the address set forth in Section 8(i) above or such other address as the Company subsequently
delivers to the Holder 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. Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the
Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or
any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party
shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit
or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11.
VARIABLE RATE TRANSACTIONS. Notwithstanding anything to the contrary contained herein, including without limitation, the
provisions set forth in Section 2(d) of this Warrant, from and after the Subscription Date and on or prior to the Expiration Date,
the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its
Subsidiaries of Common Shares, Convertible Securities or Options (or a combination thereof) involving a Variable Rate Transaction.
As used herein, “Variable Rate Transaction” means a transaction in which the Company or any of its Subsidiaries
(i) issues or sells any debt or equity security that are convertible into, exchangeable or exercisable for, or include the right
to receive additional Common Shares either (A) at a conversion price, exercise price or exchange rate or other price that is based
upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such
debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly
or indirectly related to the business of the Company or the market for the Common Shares or (ii) enters into any agreement, including,
but not limited to an equity line of credit or at-the-market offering, whereby the Company or any of its Subsidiaries may issue
securities at a future determined price.


 




    	 



    	 



    

 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic
mail within two (2) Business Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may
be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price
or the Warrant Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination
of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall
cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed
determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.




 


13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 


14.
TRANSFER. This Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company.


 


15.
SEVERABILITY; CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to
be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or
unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity
or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this
Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject
matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that
would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder
and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this Warrant.


 




    	 



    	 



    

 


16.
DISCLOSURE. Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless
the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose
such material, nonpublic information on a Current Report on Form 8-K, a Report of Foreign Private Issuer on Form 6-K, or otherwise.
In the event that the Company believes that a notice contains material, nonpublic information relating to the Company or its subsidiaries,
the Company so shall indicate to such Holder contemporaneously with delivery of such notice, and in the absence of any such indication,
the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information
relating to the Company or its subsidiaries.


 


17.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled
by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the securities having ordinary voting power for
the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether
by contract or otherwise.


 


(b)
“Approved Stock Option Plan” means any employee benefit plan which has been approved by a majority of the disinterested
members of the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee,
officer or director, or pursuant to which a maximum of 25,000 Common Shares may be issued to consultants, for services
provided to the Company.


 


(c)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Subscription Date, directly
or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct
or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a
Group together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s
Common Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d)
of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties
to the Maximum Percentage.


 


(d)
“Bid Price” means, for any security as of the particular time of determination, the bid price for such security
on the Trading Market as reported by Bloomberg as of such time of determination, or, if the Trading Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing
does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of
such time of determination, the average of the bid prices of any market makers for such security as reported on the Pink Open
Market as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular time of determination
on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value
as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved in accordance with the procedures in Section 12 All such determinations
shall be appropriately adjusted for any stock dividend, share split, share consolidation or other similar transaction during such
period.


 




    	 



    	 



    

 


(e)
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained
from the “OV” function on Bloomberg determined as of the day immediately following the first public announcement of
the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to
the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the day immediately following
the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced,
the date the Fundamental Transaction is consummated, (iii) the underlying price per share used in such calculation shall be the
greater of (i) the sum of the price per share being offered in cash, if any, plus the per share value of any non-cash consideration,
if any, being offered in the Fundamental Transaction and (ii) the greater of (x) the last Weighted Average Price immediately prior
to the public announcement of such Fundamental Transaction and (y) the last Weighted Average Price immediately prior to the consummation
of such Fundamental Transaction, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


(f)
“Bloomberg” means Bloomberg Financial Markets.


 


(g)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 


(h)
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the
last closing bid price and last closing trade price, respectively, for such security on the Trading Market, as reported by Bloomberg,
or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Trading Market is not the principal securities exchange or trading market
for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such
security as reported on the in the OTC Link or on the Pink Open Market. If the Closing Bid Price or the Closing Sale Price cannot
be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price,
as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved pursuant to Section 12. All such determinations to be appropriately adjusted for any stock dividend, share split,
share consolidation, reclassification or other similar transaction during the applicable calculation period.








 


(i)
“Common Shares” means (i) the Company’s common shares, with no par value per share, and (ii) any securities
into which such common shares shall have been changed or any securities resulting from a reclassification of such common shares.


 


(j)
“Convertible Securities” means any shares or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for Common Shares.


 


(k)
“Eligible Market” means the Trading Market, The NASDAQ Capital Market, the NYSE American, The NASDAQ Global
Select Market, The NASDAQ Global Market or The New York Stock Exchange, Inc.


 






    	 



    	 



    

 


(l)
“Excluded Securities” means any Common Shares or other securities issued or issuable, or deemed issued
or issuable pursuant to Section 2(a): (i) in connection with any Approved Stock Option Plan, (ii) upon exercise of the Warrants
or Pre-funded Warrants; provided, that the terms of such Warrants or Pre-funded Warrants are not amended,
modified or changed on or after the Subscription Date, (iii) upon conversion, exercise or exchange of any Options or Convertible
Securities which are outstanding on the day immediately preceding the Subscription Date; provided, that the terms of such
Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date to increase the number
of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term
of such securities (other than in connection with stock splits or combinations); (iv) issued as consideration pursuant to the
terms of acquisitions or strategic transactions not for the purposes of capital raising and provided that in each of (i) and (iii)
above, the underlying Common Shares or other securities shall be restricted from sale during the period of one hundred and twenty
(120) days from the Subscription Date. 


 


(m)
“Expiration Date” means the date which is five (5) years from the Initial Exercisability Date or, if such date
falls on a day other than a Business Day or on which trading does not take place on the Trading Market (a “Holiday”),
the next day that is not a Holiday.








 


(n)
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving or continuing corporation) another Subject Entity other than an Affiliate, or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company or any of its “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities other than an Affiliate,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Shares
be subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders
of at least either (x) 50% of the outstanding Common Shares, (y) 50% of the outstanding Common Shares calculated as if any Common
Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase,
tender or exchange offer were not outstanding; or (z) such number of Common Shares such that all Subject Entities making or party
to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Common Shares, or (iv) consummate
a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,
merger, amalgamation or arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the
aggregate, acquire, either (x) at least 50% of the outstanding Common Shares, (y) at least 50% of the outstanding Common Shares
calculated as if any Common Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such share purchase agreement or other business combination were not outstanding; or (z) such number of Common
Shares such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act)
of at least 50% of the outstanding Common Shares, or (v) reorganize, recapitalize or reclassify its Common Shares, (B) that the
Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,
tender, tender offer, exchange, reduction in outstanding Common Shares, merger, consolidation, amalgamation, arrangement, business
combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification
or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Shares, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common
Shares not held by all such Subject Entities as of the Subscription Date calculated as if any Common Shares held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
Common Shares or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory form of
merger, amalgamation, arrangement or other transaction requiring other shareholders of the Company to surrender their Common Shares
without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured
in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct
this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument
or transaction.


 






    	 



    	 



    

 


(o)
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in
Rule 13d-5 thereunder.


 


(p)
“National Securities Market” means any of the following: The NASDAQ Capital Market, the NYSE American, The
NASDAQ Global Select Market, The NASDAQ Global Market or The New York Stock Exchange, Inc.








 


(q)
“Option Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the
“OV” function on Bloomberg determined for pricing purposes as of (A) the Trading Day prior to the first public announcement
of the pricing of the transaction that includes the applicable Option, if such pricing is publicly announced or (B) the Trading
Day immediately preceding the issuance of the applicable Option if the pricing of such transaction is not publicly announced,
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term
of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater of 100%
and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the first
public announcement of the pricing of the transaction that includes the applicable Option if such pricing is publicly announced
or (B) the Trading Day immediately following the issuance of the applicable Option if the pricing of such transaction is not publicly
announced, (iii) the underlying price per share used in such calculation shall be the highest Weighted Average Price of the Common
Shares during the period beginning on the Trading Day prior to the execution of definitive documentation relating to the issuance
of the applicable Option and ending on (A) the Trading Day immediately following the public announcement of the pricing of the
transaction that includes the applicable Option, if the pricing of such Option is publicly announced or (B) the Trading Day immediately
following the issuance of the applicable Option if the pricing of such transaction is not publicly announced, (iv) a zero cost
of borrow and (v) a 360 day annualization factor.


 


(r)
“Options” means any rights, warrants or options to subscribe for or purchase Common Shares or Convertible Securities.


 


(s)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including
such entity whose common shares or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by
the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person
or such entity designated by the Holder or in the absence of such designation, such Person or entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.


 


(t)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(u)
“Required Holders” means the holders of the Warrants representing at least a majority of the Common Shares
underlying the Warrants then outstanding.


 


(v)
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for
the Company’s primary trading market or quotation system with respect to the Common Shares that is in effect on the date
of delivery of an applicable Exercise Notice.


 


(w)
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons
or Group.


 




    	 



    	 



    

 


(x)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent
Entity) formed by, resulting from or V any Fundamental Transaction or one or more Person or Persons (or, if so elected by the
Holder, the Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(y)
“Trading Day” means any day on which the Common Shares is traded on the Trading Market, or, if the Trading
Market is not the principal trading market for the Common Shares, then on the principal securities exchange or securities market
on which the Common Shares is then traded, provided however, that if a Trading Day is not a Business Day, then “Trading
Day” shall mean the next following Business Day. 


 


(z)
“Trading Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted
for trading on the date in question: the OTCQB, OTCQX or Pink Open Market operated by OTC Markets Group, the NYSE American, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors
to any of the foregoing).


 


(aa)
“Transaction Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


(bb)
“Weighted Average Price” means, for any date, the price determined by the first of the following clauses that
applies: (a) if the Common Shares are then listed or quoted for trading on a Trading Market other than the OTCQB, OTCQX or Pink
Open Market operated by OTC Markets Group, the daily volume weighted average price of the Common Shares for such date (or the
nearest preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are then
quoted for trading on the OTCQB or OTCQX operated by OTC Markets Group, the volume weighted average price of the Common Shares
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are then quoted for trading
on the Pink Open Market operated by OTC Markets Group (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Common Share reported on the Pink Open Market, or (d) in all other cases, the fair market
value of a Common Share as determined by an independent appraiser selected in good faith by the holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Shares to be duly executed as of the Issuance Date
set out above.


 


	 	BRIACELL THERAPEUTICS CORP.
	 	 	 
	 	By:	                           
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON SHARES


 


briacell
therapeutics corp.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the common shares (“Warrant Shares”)
of BRIACELL THERAPEUTICS CORP., a company organized under the laws of British Columbia (the “Company”), evidenced
by the attached Warrant to Purchase Common Shares (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. 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.


 


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 to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the
Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of
the Warrant.


 


4.
Variable Price Securities. By checking the box in this Item 4, the holder elects to exercise the Warrant by substituting the Variable
Price for the Exercise Price pursuant to Section 2(d) of the Warrant, which Variable Price equals $___________ per share. [  ]


 


Date:
_______________ __, ______


 


 





 






Name
of Registered Holder


 


	By:	                	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs COMPUTERSHARE INVESTOR SERVICES, INC. to issue the above indicated
number of Common Shares on or prior to the applicable Share Delivery Date.


 


	 	BRIACELL
    THERAPEUTICS CORP.
	 	 	
	 	By:	                              
	 	Name:	 
	 	Title: