Exhibit 10.2


 


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER [ • ], 2021.


 


MILESTONE PHARMACEUTICALS
INC.


 


FORM OF PRE-FUNDED WARRANT
TO PURCHASE COMMON SHARES


 


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


 


	Warrant No. PFW2021 - [ ]	Original Issue Date: May [ • ], 2021


 


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


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




 


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


 


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




 


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


 


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


 






     


     


    

 


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




 


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


 


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


 


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


 


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


 


 4.  Exercise and Duration of Warrants.




 


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


 


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


 


 5.  Delivery of Warrant Shares.




 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


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


 


where:


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


 11.   Limitations on Exercise.




 


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


 


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


 


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


 






     


     


    

 


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


 


If to the Company:


 


Attention: Amit Hasija, Chief
Financial Officer Milestone Pharmaceuticals Inc.


1111 Dr. Frederik-Philips Blvd., Suite 420 Montréal,
Québec H4M 2X6


Email: ahasija@milestonepharma.com


 


with copies (which shall not constitute notice) to:


 


Attention: Ryan Sansom Cooley LLP


500 Boylston Street, 14th Floor Boston,
Massachusetts 02116


Facsimile: (617) 937-2400 Email: rsansom@cooley.com





 


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


 


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


 


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


 


 15.  Miscellaneous.




 


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


 






     


     


    

 


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


 


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


 


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


 


(e)  
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL
OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY
ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


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


 


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


 


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


 


	 	MILESTONE PHARMACEUTICALS INC.
	 	 
	 	By: 	 
	 	 	Name:	Joseph G. Oliveto
	 	 	Title:	President and CEO