Exhibit 10.31 


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which is four
months and one day after the Closing Date will be inserted].


 


“WITHOUT
PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY OR UNDERLYING THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES
OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date that is
four (4) months and one (1) day after Closing Date].


 


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 AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
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.


 


COMMON
STOCK PURCHASE WARRANT


 


BRIACELL
THERAEPUTICS CORP.


 


 


	Warrant
    Shares: 	Issuance
    Date: [Applicable Conversion Date]
	Warrant
    No: 2018-	 


 


THIS
COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) and on or prior to the close
of business on [36 months from issuance date] (the “Termination Date”) but not thereafter, to subscribe
for and purchase from BRIACELL THERAEPUTICS CORP., a corporation incorporated under the laws of the Business Corporation Act
(British Columbia) (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant
Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).


 




    	 	 	 



    		-2-	 



    

 


	Section
    1.	Definitions.


 


Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the
“Purchase Agreement”), dated March __, 2018, among the Company and the purchaser’s signatory thereto and the
Note issued to the Holder contemporaneously with Purchase Agreement.


 


	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 on or before 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 of the Notice of Exercise Form annexed hereto. Within five (5) Trading
    Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified
    in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a Canadian bank unless the cashless exercise
    procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein
    to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), 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 Form within two (2) Trading Days of delivery 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 initial exercise price per share of the Common Stock under this Warrant shall be $0.14, subject to adjustment
    hereunder (the “Exercise Price”).


 




    	 	 	 



    		-3-	 



    

 


	 	(c)	Cashless
    Exercise. If at any time after the Initial Exercise Date, there is no effective Registration Statement registering, or
    no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised
    at the Holder’s election, 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)
    = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a
    “cashless exercise” as set forth in the applicable Notice of Exercise;
	 	 	 
	 	 	(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.




 


Notwithstanding
anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective
Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then
this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 


	 	(d)	Mechanics
    of Exercise.


 


	 	(i)	Delivery
    of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent
    to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company 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) this Warrant is being exercised via cashless exercise and NS 45-106 or Rule 144 is available,
    and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three
    (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant
    (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted)
    (such date, the “Warrant Share Delivery Date”). 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. The Company understands that a delay in the delivery of the Warrant Shares
    after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such
    loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares
    upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the
    fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which
    this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in
    immediately available funds- upon demand. Furthermore, in addition to any other remedies which may be available to the Holder,
    in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery
    Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company,
    whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise
    of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date
    notice of revocation or rescission is given to the Company.



 



    	 	 	 



    		-4-	 



    

 


	 	(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 certificate or certificates representing
    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.
	 	 	 
	 	(iii)	Rescission
    Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
    the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at
    any time prior to issuance of such Warrant Shares, to rescind such exercise.
	 	 	 
	 	(iv)	Compensation
    for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
    if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
    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, shares of Common Stock 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 shares
    of Common Stock 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 times (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 shares of Common Stock that would have been issued had the Company
    timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having
    a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock 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 certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 




    	 	 	 



    		-5-	 



    

 


	 	(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 certificates for 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 certificate, all of which taxes and expenses
    shall be paid by the Company, and such certificates 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 certificates for 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.
	 	 	 
	 	(vii)	Closing
    of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
    of this Warrant, pursuant to the terms hereof.


 




    	 	 	 



    		-6-	 



    

 


	 	(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
    shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock
    issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number
    of shares of Common Stock 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 Stock 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 Applicable Securities Laws, it being acknowledged by the Holder that the Company is
    not representing to the Holder that such calculation is in compliance with Applicable Securities Laws 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 Applicable Securities Laws. For purposes of this Section 2(e), in
    determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common
    Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the TSX Venture Exchange, 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
    Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder,
    the Company shall within three (3) Trading Days confirm orally and in writing to the Holder the number of shares of Common
    Stock then outstanding. In any case, the number of outstanding shares of Common Stock 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 shares of Common Stock was reported.  The “Beneficial Ownership
    Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect
    to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease the Beneficial Ownership
    Limitation at any time and the Holder, upon not less-than 61 days’ prior notice to the Company, may increase 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 shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of
    Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply.
    Any such increase 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.


 




    	 	 	 



    		-7-	 



    

 


	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 shares of its Common Stock or any other equity or equity equivalent securities payable
    in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
    upon exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of
    Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of
    Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock 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 shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
    and of which the denominator shall be the number of shares of Common Stock 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 stockholders 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.







 




    	 	 	 



    		-8-	 



    

 


	 	(b)	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 Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata
    to the record holders of any class of shares of Common Stock (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 shares of Common Stock 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 shares of Common Stock 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 shares of Common Stock 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).
	 	 	 
	 	(c)	Pro
    Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of
    Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights
    or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(c)),
    then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior
    to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the
    denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP
    on such record date less the then per share fair market value at such record date of the portion of such assets or evidence
    of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors
    in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets
    or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment
    shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
    above.


 




    	 	 	 



    		-9-	 



    

 


	 	(d)	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 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 stock or 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 stock or 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,
    and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
    Transaction by a holder of the number of Common Shares 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 and the other Transaction Documents in accordance
    with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the
    Holder and approved by the Holder (without unreasonable delay) prior to or contemporaneously with 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 of capital stock 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 of capital
    stock (but taking into account the relative value of the Common Shares pursuant to such Fundamental Transaction and the value
    of such shares of capital stock, such number of shares of capital stock 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 and the other Transaction Documents 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 and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company
    herein. Notwithstanding anything to the contrary contained herein, the Company shall not enter into a Fundamental Transaction
    unless the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United
    States, or cash, equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the
    consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based
    on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)
    determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A)
    a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
    announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater
    of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following
    the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation
    shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any,
    being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public
    announcement of the applicable Fundamental Transaction and the Termination Date. The payment of the Black Scholes Value will
    be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later,
    on the effective date of the Fundamental Transaction).


 




    	 	 	 



    		-10-	 



    

 


	 	(e)	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 shares of Common Stock deemed to be issued and outstanding as of a given
    date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
	 	 	 
	 	(f)	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.



 






    	 	 	 



    		-11-	 



    

 


	 	(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 Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
    (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase
    any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
    in connection with any reclassification of the Common Stock, any consolidation or merger 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 Stock is converted into other securities, 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, to the extent that such information constitutes
    material non-public information (as determined in good faith by the Company) the Company shall follow the procedure described
    in Section 13 of the Subscription Agreement and shall deliver 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,
    a notice 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 Stock 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, 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 Stock of record shall be entitled to exchange their shares of the
    Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
    or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof 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 the Subsidiaries, the
    Company shall simultaneously file such notice with the with the TSX Venture Exchange. 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.


 


	 	(g)	Increase
    in Warrant Shares. In the event the Exercise Price is reduced for any reason, the number of Warrant Shares issuable hereunder
    shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the
    Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.


 




    	 	 	 



    		-12-	 



    

 


	Section
    4.	Transfer
    of Warrant.


 


	 	(a)	Transferability.
    Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, 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. 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.


 


	Section
    5.	Miscellaneous.


 


	 	(a)	No
    Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other
    rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).
	 	 	 
	 	(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 stock certificate relating to the
    Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,
    in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant
    or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and
    dated as of such cancellation, in lieu of such Warrant or stock certificate.



 



    	 	 	 



    		-13-	 



    

 


	 	(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 Stock 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 executing stock certificates to execute and issue the necessary
    certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will 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 Stock 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, 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 will (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 nonassessable 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.


 




    	 	 	 



    		-14-	 



    

 


	 	(e)	Jurisdiction.
    All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in
    accordance with the provisions of the Purchase Agreement.
	 	 	 
	 	(f)	Restrictions.
    The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, or unless exercised
    in a cashless exercise when NS 45-106 or Rule 144 is available, and the Holder does not utilize cashless exercise, will have
    restrictions upon resale imposed by Applicable Securities Laws.
	 	 	 
	 	(g)	Non-waiver
    and Expenses; Dollar Amounts. 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 Purchase 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. Unless otherwise stated herein, all dollar amounts are in CDN$.
	 	 	 
	 	(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 Purchase 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 Stock or as a stockholder 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.


 




    	 	 	 



    		-15-	 



    

 


	 	(l)	Amendment.
    This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders
    of not less than a majority of the outstanding Warrants issued pursuant to the Purchase Agreement.
	 	 	 
	 	(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)


 




    	 	 	 



    	 



    

 


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
    THERAEPUTICS CORP.
	 	 	 
	 	 	 
	 	Per:	                 
	 	Name:	 
	 	Title:	 





 






    	 	 	 



    	 



    

 


NOTICE
OF EXERCISE


 


	TO:
    	BRIACELL
    THERAEPUTICS CORP.


 


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.


 


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


 


[  ] in lawful money of Canada; or


 


[  ]
[if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
Section 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 Section 2(c). Please issue a certificate or certificates representing said Warrant Shares in the
name of the undersigned or in such other name as is specified below:


 ________________________________


 


After
giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


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


 


________________________________


 


 ________________________________


 


 ________________________________


 





[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:____________________________________________________________________________


 


Signature
of Authorized Signatory of Investing Entity:______________________________________________________


 


Name
of Authorized Signatory:________________________________________________________________________


 


Title
of Authorized Signatory:_________________________________________________________________________


 


Date:___________________________________________________________________________________________


 




    	 	 	 



    	 



    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)


 


BRIACELL
THERAEPUTICS CORP.


 


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:________________________________________


 


Signature
Guaranteed:__________________________________________________


 


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, and must be guaranteed by a bank or trust company. Officers of corporations and those
acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.