Exhibit
4.3


 





THE
REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT
AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE
THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY,
A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II)
A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR
SELECTED DEALER.


 


THIS
WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID
AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


WARRANT
TO PURCHASE COMMON SHARES


 


BRIACELL
THERAPEUTICS CORP.


 


Warrant
Shares: _______


 


Initial
Exercise Date: ______, 2019


 


THIS
WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, ______________________________
or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after ____, 20___ (the “Initial Exercise Date”) and, in
accordance with FINRA Rule 5110(f)(2)(G)(i), at or prior to at 5:00 p.m. (New York City time) on the date that is five (5) years
following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from
BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to __________ Common Shares,
with no par value per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The
purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings
indicated in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
Canada or any day on which banking institutions in the State of New York or Canada are authorized or required by law or other
governmental action to close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Shares” means the common shares of the Company, with no par value per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.


 




    	Ex A-1



    	 



    

 


“Common
Share Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to
acquire at any time Common Shares, including, without limitation, any debt, preferred shares, 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.


 


“Effective
Date” means the effective date of the registration statement on Form F-1 (File No. 333-234292), including any related
prospectus or prospectuses, for the registration of the Warrant and the Warrant Shares under the Securities Act, that the Company
has filed with the Commission.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise.


 


“Trading
Day” means a day on which the Common Shares are traded on a Trading Market, provided however, that if a Trading Day
is not a Business Day, then “Trading Day” shall mean the next following Business Day.


 


“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 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).


 


“VWAP”
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, 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 the 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 Holder and reasonably
acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 




    	Ex A-2



    	 



    

 


Section
2. Exercise.


 


a)
Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after
the Initial Exercise Date and at or prior to 5:00 p.m. (New York City time) on the Termination Date by delivery to the Company
(or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of the Notice of
Exercise form annexed hereto. Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate
Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check
drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable
Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of
guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, 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 the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall
have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Days
of receipt of such notice. 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.


 


b)
Exercise Price. The exercise price per Common Share under this Warrant shall be $_______(1), subject to adjustment hereunder
(the “Exercise Price”).


 


c)
Cashless Exercise. If at any time on or after the Initial Exercise Date, there is no effective registration statement registering
the Warrant Shares, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder,
then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which
the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:


 


(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice
of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both
executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
(as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the
VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is executed
during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until
two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii)
the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice
of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”
on such Trading Day;


 


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


 


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



 








 






1
125% of the public offering price per common share and warrant in the offering.


 




    	Ex A-3



    	 



    










 


If
Warrant Shares are issued in such a “cashless exercise,” the parties acknowledge and agree that in accordance with
Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised,
and the holding period of the Warrants 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 2(c).


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise
pursuant to this Section 2(c).


 


d)
Mechanics of Exercise.


 


i.
Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
by its transfer agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with
The Depository Trust Company through its Deposit or Withdrawal at Custodian system (the “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 Holder, or (B) the Warrant Shares are eligible for resale by the Holder without
volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Warrant Shares have been sold by the Holder
prior to the Warrant Share Delivery Date (as defined below), and otherwise by physical delivery of 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 to the address specified by the Holder in the Notice of Exercise by the date that is the
earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). If the Warrant Shares
can be delivered via DWAC, the transfer agent shall have received from the Company, at the expense of the Company, any legal opinions
or other documentation required by it to deliver such Warrant Shares without legend (subject to receipt by the Company of reasonable
back up documentation from the Holder, including with respect to affiliate status) and, if applicable and requested by the Company
prior to the Warrant Share Delivery Date, the transfer agent shall have received from the Holder a confirmation of sale of the
Warrant Shares (provided the requirement of the Holder to provide a confirmation as to the sale of Warrant Shares shall not be
applicable to the issuance of unlegended Warrant Shares upon a cashless exercise of this Warrant if the Warrant Shares are then
eligible for resale pursuant to Rule 144(b)(1)). The Warrant Shares shall be deemed to have been issued, and Holder or any other
person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as
of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)
and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having
been paid. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by
the second Trading Day following the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Shares
on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day following such Warrant Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.


 


ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant.


 




    	Ex A-4



    	 



    







 


iii.
Rescission Rights. If the Company fails to cause its transfer agent to deliver to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided,
however, that the Holder shall be required to return any Warrant Shares or Common Shares subject to any such rescinded
exercise notice concurrently with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares
and the restoration of Holder’s right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a
replacement warrant certificate evidencing such restored right).


 


iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares pursuant to an exercise
on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, 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 (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the Common Shares so purchased exceeds (y) the amount obtained by multiplying (1)
the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by
(2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,
either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Common Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.
Nothing herein shall limit a 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.


 


v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for
any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing of any Notice
of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions)
required for same-day electronic delivery of the Warrant Shares.


 


vii.
Closing of Books. The Company shall not close its shareholder books or records in any manner which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.


 




    	Ex A-5



    	 



    







 


viii.
Signature. This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the
Holder in order to exercise this Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise
this Warrant. No additional legal opinion, other information or instructions shall be required of the Holder to exercise this
Warrant. The Company shall honor exercises of this Warrant and shall deliver Shares underlying this Warrant in accordance with
the terms, conditions and time periods set forth herein.


 


e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of
Common Shares beneficially owned by the Holder and its Affiliates shall include the number of Common Shares issuable upon 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 (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding
sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely
responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder,
and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable,
in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this
Section 2(e), in determining the number of outstanding Common Shares, a Holder may rely on the number of outstanding Common Shares
as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)
a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer
agent setting forth the number of Common Shares outstanding. Upon the written or oral request of a Holder, the Company shall within
two Trading Days confirm orally and in writing 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 or its Affiliates since the date as of which such number of outstanding Common Shares was
reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately
after giving effect to the issuance of Common Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance
of Common Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 




    	Ex A-6



    	 



    

 


Section
3. Certain Adjustments.


 


a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on Common Shares or any other equity or equity equivalent securities payable in
Common Shares (which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse
share split or consolidation) outstanding Common Shares into a smaller number of shares, or (iv) issues by reclassification of
Common Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding immediately before
such event and of which the denominator shall be the number of Common Shares outstanding immediately after such event, and the
number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after
the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification,
the Exercise Price of this Warrant will not be adjusted in the event that the Company or any subsidiary thereof, as applicable,
sells or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any
offer, sale, grant or any option to purchase or other disposition) any Common Shares or Common Share Equivalents, at an effective
price per share less than the Exercise Price then in effect.


 


b)
[RESERVED]


 


c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company
grants, issues or sells any Common Share Equivalents or rights to purchase shares, warrants, securities or other property pro
rata to all or substantially all of the record holders 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 on exercise hereof, including without limitation, the Beneficial Ownership Limitation) 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, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (or beneficial ownership of such Common Shares as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation).


 




    	Ex A-7



    	 



    

 


d)
Pro Rata Distributions. During such time as this Warrant is outstanding, if 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 or options 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 on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) 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 Beneficial Ownership Limitation, 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 such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially
or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit
of the Holder until the Holder has exercised this Warrant.


 


e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger, amalgamation, arrangement or consolidation of the Company with or into another
Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders
of Common Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Shares, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization 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, or (v)
the Company, directly or indirectly, in one or more related transactions consummates a share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Common Shares (not including
any Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Common Shares of the
successor or acquiring corporation or of the Company, if it is the surviving corporation or is otherwise the continuing corporation,
and any additional consideration (the “Alternate Consideration”) receivable by holders of Common Shares as
a result of such Fundamental Transaction for each Common Share for which this Warrant is exercisable immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any
such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the
Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any
successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section
3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without
unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, 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 which is exercisable for a corresponding number of shares or other securities of such Successor Entity (or its
parent entity) equivalent to the Common Shares acquirable and receivable 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 (but 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 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), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead
to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the
Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




    	Ex A-8



    	 



    

 


f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given
date shall be the sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.


 


g)
Notice to Holder.


 


i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights or warrants to subscribe for or
purchase any shares of the Company or of any rights, (D) the approval of any shareholders of the Company shall be required in
connection with any reclassification of the Common Shares, any consolidation, merger, amalgamation or arrangement to which the
Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause
to be mailed a notice to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, amalgamation, arrangement,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders
of the Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchange; provided that
the failure to provide such notice or any defect therein shall not affect the validity of the corporate action required to be
specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K or a Report of Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise
this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.


 




    	Ex A-9



    	 



    

 


Section
4. Transfer of Warrant.


 


a)
Transferability. Pursuant to FINRA Rule 5110(g)(1), neither this Warrant nor any Warrant Shares issued upon exercise of
this Warrant shall be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the securities by any person for a period
of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which this Warrant
is being issued, except the transfer of any security:


 


i.
by operation of law or by reason of reorganization of the Company;


 


ii.
to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred
remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period;


 


iii.
if the aggregate amount of securities of the Company held by the Holder or related person do not exceed 1% of the securities being
offered;


 


iv.
that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member
manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the
equity in the fund; or


 


v.
the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction in this Section
4(a) for the remainder of the time period.


 


Subject
to the foregoing restriction, any applicable securities laws and the conditions set forth in Section 4(d), this Warrant and all
rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder
delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith,
may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 
b)
                                         New Warrants. This Warrant may be divided or combined with other Warrants upon
                                         presentation hereof at the aforesaid office of the Company, together with a written notice
                                         specifying the names and denominations in which new Warrants are to be issued, signed
                                         by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to
                                         any transfer which may be involved in such division or combination, the Company shall
                                         execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
                                         to be divided or combined in accordance with such notice. All Warrants issued on transfers
                                         or exchanges shall be dated the initial issuance date of this Warrant and shall be identical
                                         with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof 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.



 




    	Ex A-10



    	 



    







 


d)
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section
5. Registration Rights.


 


a)
Demand Registration.


 


i.
Grant of Right. The Company, upon written demand (a “Demand Notice”) of the Holder(s) of at least 51%
of the Warrants and/or the underlying Warrant Shares (the “Majority Holders”), agrees to register, on one occasion,
all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities”).
On such occasion, the Company shall file a registration statement with the Commission covering the Registrable Securities within
sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared
effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall
not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder
is entitled to piggyback registration rights pursuant to Section 5(b) hereof and either: (i) the Holder has elected to participate
in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary
offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty
(30) days after such offering is consummated. The demand for registration may be made at any time beginning on the Initial Exercise
Date and expiring on the fifth anniversary of the Effective Date. The Company covenants and agrees to give written notice of its
receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice.


 


ii.
Terms. The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant
to Section 5(a)(i), but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable
best efforts to cause the filing required herein to become effective promptly and to qualify or register the Registrable Securities
in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required
to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register
or license to do business in such State or submit to general service of process in such State, or (ii) the principal shareholders
of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration
statement filed pursuant to the demand right granted under Section 5(a)(i) to remain effective for a period of at least twelve
(12) consecutive months after the date that the Holders of the Registrable Securities covered by such registration statement are
first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company
to sell the Warrant Shares covered by such registration statement, and will immediately cease to use any prospectus furnished
by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or
omission. Notwithstanding the provisions of this Section 5(a)(ii), the Holder shall be entitled to a demand registration under
this Section 5(a)(ii) on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of
the date of the Underwriting Agreement (as defined below) in accordance with FINRA Rule 5110(f)(2)(G)(iv).


 




    	Ex A-11



    	 



    

 


b)
“Piggy-Back” Registration.


 


i.
Grant of Right. In addition to the demand right of registration described in Section 5(a) hereof, the Holder shall have
the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(f)(2)(G)(v),
to include the Registrable Securities as part of any other registration of securities filed by the Company (other than in connection
with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or any equivalent
form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company,
the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities
which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors
dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such
Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion
hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the
Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included
by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first
excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration
Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


ii.
Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section
5(b)(i) hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each registration statement filed by the Company during the two (2) year period following the Initial Exercise Date until such
time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s
notice of its intention to file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit
on the number of times the Holder may request registration under this Section 5(b)(ii); provided, however, that such registration
rights shall terminate on the second anniversary of the Initial Exercise Date.


 


c)
General Terms


 


i.
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act
or Section 20 (a) of the Exchange Act against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such registration statement but
only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Underwriters
contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated as of [___], 2019. The
Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all
reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information
furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration
statement to the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement
pursuant to which the Underwriters have agreed to indemnify the Company.


 


ii.
Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 




    	Ex A-12



    	 



    







 


iii.
Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings
and to each underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an
opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration includes
an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and
(ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration includes
an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent
registered public accounting firm which has issued a report on the Company’s financial statements included in such registration
statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial
statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters
in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering
requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission
or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records
and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 


iv.
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any,
selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter
shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the
Company, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company
and such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall
be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option,
require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters
shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any representations or warranties
to or agreements with the Company or the underwriters except as they may relate to such Holders, their Warrant Shares and their
intended methods of distribution.


 



v.
                                         Documents to be Delivered by Holder(s). Each of the Holder(s) participating in
                                         any of the foregoing offerings shall furnish to the Company a completed and executed
                                         questionnaire provided by the Company requesting information customarily sought of selling
                                         security holders.


 


vi.
Damages. Should the registration or the effectiveness thereof required by Sections 5(a) and 5(b) hereof be delayed by the
Company or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or
other relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive)
relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving
actual damages and without the necessity of posting bond or other security.


 


Section
6. Miscellaneous.


 


a)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).



 




    	Ex A-13



    	 



    







 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall in no event include
the posting of any bond), and upon surrender and cancellation of such Warrant or share certificate, if mutilated, the Company
shall make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or share certificate.


 


c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next
succeeding Trading Day.


 


d)
Authorized Shares.


 


The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.
The Company shall take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common
Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant
Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens
and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).


 


Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, amalgamation,
arrangement, dissolution, issue 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, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing, the Company shall (i) not increase the par value
of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii)
take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable
the Company to perform its obligations under this Warrant.


 
Before
                                         taking any action which would result in an adjustment in the number of Warrant Shares
                                         for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain
                                         all such authorizations or exemptions thereof, or consents thereto, as may be necessary
                                         from any public regulatory body or bodies having jurisdiction thereof.


 


e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the underwriting agreement, dated _______________, 20___, by and between the
Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of the underwriters set forth therein
(the “Underwriting Agreement”).



 




    	Ex A-14



    	 



    







 


f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


 


g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting
any other provision of this Warrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.


 


h)
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Underwriting Agreement.


 


i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability
of the Holder for the purchase price of any Common Shares or as a shareholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.


 


j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not
be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.


 



l)
                                         Amendment. This Warrant may be modified or amended or the provisions hereof waived
                                         with the written consent of the Company and the Holder.


 


m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


********************


 


(Signature
Page Follows)



 




    	Ex A-15



    	 



    







 








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


 


	 	BRIACELL
    THERAPEUTICS CORP.
	 	 	 
	 	By:	                                     
	 	Name:	 
	 	Title:	 


 




    	Ex A-16



    	 



    

 


NOTICE
OF EXERCISE


 


TO:
BRIACELL THERAPEUTICS CORP.


 


_________________________


 


(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
         in lawful money of the United States; or


 


[  ]         
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).


 


(3)
Please register and issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4)
Accredited Investor. If the Warrant is being exercised via cash exercise, the undersigned is an “accredited investor”
as defined in Regulation D promulgated under the Securities Act of 1933, as amended


 



[SIGNATURE
                                         OF HOLDER]


 


Name
of Investing Entity: _______________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: _________________________________________


 


Name
of Authorized Signatory: ___________________________________________________________


 


Title
of Authorized Signatory: ____________________________________________________________


 


Date:
________________________________________________________________________________


 








    	Ex A-17



    	 



    
















 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR
VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned
to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated:
______________, _______


 


Holder’s
Signature: _____________________________


 


Holder’s
Address: _____________________________


 


_____________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatsoever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 




    	Ex A-18