Exhibit 10.30 


 





UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 17, 2018.


 


WITHOUT
PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JULY 17, 2018.


 


WARRANTS
TO PURCHASE

COMMON SHARES OF BRIACELL THERAPEUTICS CORP.


 


	Warrant
                                         Certificate Number:

                                                                      

        2018-March-CA001
	Number
                                         of Warrants:

                                                                      

        [●]



 


THIS
IS TO CERTIFY THAT for value received [●] at [●] (the “Warrantholder”) has the right
to purchase in respect of each whole warrant (“Warrants”) represented by this certificate or by a replacement
certificate (in either case this “Warrant Certificate”), at any time up to 5:00 p.m. (Toronto time), on March
16, 2021 (the “Expiry Time”) one fully paid and non-assessable common share (“Common Shares”
and which term shall include any shares or other securities to be issued in addition thereto or in substitution or replacement
therefor as provided herein) of BriaCell Therapeutics Corp. (the “Corporation”), a corporation organized under
the Business Corporations Act (British Columbia), as constituted on the date hereof at a purchase price (the purchase price
in effect from time to time being called the “Exercise Price”) of $0.14 per Common Share, subject to adjustment
as provided herein.


 


The
Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued
to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and
payment made for such Common Shares as aforesaid.


 


Nothing
contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after
the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and
of no value.


 




    	 



    	 	- 2 -	 



    

 


The
above provisions are subject to the following:


 


	1.	Exercise:


 


	 	(1)	Cash
    Exercise: In the event that the Warrantholder desires to exercise the right to purchase Common Shares conferred hereby,
    the Warrantholder shall (a) complete to the extent possible in the manner indicated and execute a subscription form in the
    form attached as Schedule “A” to this Warrant Certificate, (b) surrender this Warrant Certificate to the
    Corporation in accordance with section 9 hereof, and (c) pay the amount payable on the exercise of such Warrants in respect
    of the Common Shares subscribed for by certified cheque, bank draft or money order in lawful money of Canada payable to the
    Corporation or by transmitting same day funds in lawful money of Canada by wire to such account as the Corporation shall direct
    the Warrantholder. Upon such surrender and payment as aforesaid, the Warrantholder shall be deemed for all purposes to be
    the holder of record of the number of Common Shares to be so issued and the Warrantholder shall be entitled to delivery of
    a certificate or certificates representing such Common Shares and the Corporation shall cause such certificate or certificates
    to be delivered to the Warrantholder at the address specified in the subscription form within five (5) business days after
    such surrender and payment as aforesaid. No fractional Common Shares will be issuable upon any exercise of the Warrants and
    the Warrantholder will not be entitled to any cash payment or compensation in lieu of a fractional Common Share.
	 	 	 
	 	(2)	US
    Persons: Notwithstanding any provision in sections 1, 2 or 3 hereof, the Warrants may not be exercised, in whole or
    in part, by a U.S. Person or person within the United States (or on behalf of a U.S. Person or person within the United States)
    unless registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and applicable
    state securities laws or unless an exemption from such registration is available. As used herein, the terms “United
    States” and “U.S. Person” have the meaning assigned to them in Regulation S under the 1933 Act.


 


	2.	Partial
    Exercise: The Warrantholder may from time to time subscribe for and purchase any lesser number of Common Shares than
    the number of Common Shares expressed in this Warrant Certificate. In the event that the Warrantholder subscribes for and
    purchases any such lesser number of Common Shares prior to the Expiry Time, the Warrantholder shall be entitled to receive
    a replacement certificate representing the unexercised balance of the Warrants.
	 	 
	3.	Not
    a Shareholder: The holding of the Warrants shall not constitute the Warrantholder a shareholder of the Corporation
    nor entitle the Warrantholder to any right or interest in respect thereof except as expressly provided in this Warrant Certificate.
	 	 
	4.	Covenants,
    Representations and Warranties: The Corporation hereby represents and warrants that it is authorized to create and
    issue the Warrants and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased
    in the manner provided in this Warrant Certificate and the certificate or certificates representing such Common Shares to
    be issued and that, at all times prior to the Expiry Time, it will reserve and there will remain unissued a sufficient number
    of Common Shares to satisfy the right of purchase provided for in this Warrant Certificate. The Corporation hereby further
    covenants and agrees that it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares
    (subject to issue or notice of issue) on each stock exchange or over-the-counter market on which the Common Shares may be
    listed on the date that the Warrantholder exercises its right to subscribe for and purchase Common Shares pursuant to the
    terms and conditions of this Warrant Certificate. All Common Shares that are issued upon the exercise of the right of purchase
    provided in this Warrant Certificate, upon payment therefor of the amount at which such Common Shares may be purchased pursuant
    to the provisions of this Warrant Certificate, shall be and be deemed to be fully paid and non-assessable shares and free
    from all taxes, liens and charges with respect to the issue thereof. The Corporation hereby represents and warrants that this
    Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable in accordance with the provisions
    of this Warrant Certificate.



 



    	 



    	 	- 3 -	 



    

 


	5.	Anti-Dilution
    Protection:


 


	 	(1)	Definitions:
    For the purposes of this section 5, unless there is something in the subject matter or context inconsistent therewith, the
    words and terms defined below shall have the respective meanings specified therefor in this subsection 5(1):


 


	 	(a)	“Adjustment
    Period” means the period commencing on the date of issue of the Warrants and ending at the Expiry Time;
	 	 	 
	 	(b)	“Current
    Market Price” means, at any date, the price per Common Share equal to the weighted average price at which the Common
    Shares have traded on the TSX Venture Exchange or, if the Common Shares are not then listed on the TSX Venture Exchange, on
    such other Canadian stock exchange as may be selected by the directors of the Corporation for such purpose or, if the Common
    Shares are not then listed on any Canadian stock exchange, in the over-the-counter market, during the period of any twenty
    (20) consecutive trading days ending not more than five (5) business days before such date; provided that the weighted average
    price shall be determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or market, as
    the case may be, during such twenty (20) consecutive trading days by the total number of Common Shares so sold; and provided
    further that if the Common Shares are not then listed on any Canadian stock exchange or traded in the over-the-counter market,
    then the Current Market Price shall be determined by a firm of independent chartered accountants selected by the directors
    of the Corporation;
	 	 	 
	 	(c)	“director”
    means a director of the Corporation for the time being and, unless otherwise specified herein, a reference to action “by
    the directors” means action by the directors of the Corporation as a board or, whenever empowered, action by any
    committee of the directors of the Corporation; and
	 	 	 
	 	(d)	“trading
    day” with respect to a stock exchange or over-the-counter market means a day on which such stock exchange or market
    is open for business.


 


	 	(2)	Adjustments:
    The Exercise Price and the number of Common Shares issuable to the Warrantholder upon the exercise of the Warrants shall be
    subject to adjustment from time to time in the events and in the manner provided as follows:


 


	 	(a)	If
    at any time during the Adjustment Period the Corporation shall:


 


	 	(i)	fix
    a record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common
    Shares by way of a stock dividend;





 






    	 



    	 	- 4 -	 



    




 


	 	(ii)	fix
    a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding
    Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares;
	 	 	 
	 	(iii)	subdivide
    the outstanding Common Shares into a greater number of Common Shares; or
	 	 	 
	 	(iv)	consolidate
    the outstanding Common Shares into a lesser number of Common Shares,


 


(any
of such events in subclauses 5(2)(a)(i), 5(2)(a)(ii), 5(2)(a)(iii) and 5(2)(a)(iv) above being herein called a “Common
Share Reorganization”), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common
Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization
to the amount determined by multiplying the Exercise Price in effect immediately prior to such record date or effective date,
as the case may be, by a fraction:


 


	 	A.	the
    numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may
    be, before giving effect to such Common Share Reorganization; and
	 	 	 
	 	B.	the
    denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such
    Common Share Reorganization (including in the case of a distribution of securities exchangeable for or convertible into Common
    Shares the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into
    Common Shares on such date).


 


To
the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(a) as a result of the fixing by the Corporation
of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall
be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then
be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further
readjusted in such manner upon the expiry of any further such right. Any Warrantholder who has not exercised his right to subscribe
for and purchase Common Shares on or prior to the record date of such stock dividend or distribution or the effective date of
such subdivision or consolidation, as the case may be, upon the exercise of such right thereafter shall be entitled to receive
and shall accept in lieu of the number of Common Shares then subscribed for and purchased by such Warrantholder, at the Exercise
Price determined in accordance with this clause 5(2)(a) the aggregate number of Common Shares that such Warrantholder would have
been entitled to receive as a result of such Common Share Reorganization, if, on such record date or effective date, as the case
may be, such Warrantholder had been the holder of record of the number of Common Shares so subscribed for and purchased.


 




    	 



    	 	- 5 -	 



    

 


	 	(b)	If
    at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders
    of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders
    are entitled, during a period expiring not more than 45 days after the record date for such issue (such period being the “Rights
    Period”), to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares
    at a price per share to the holder (or in the case of securities exchangeable for or convertible into Common Shares, at an
    exchange or conversion price per share) at the date of issue of such securities of less than 95% of the Current Market Price
    on such record date (any of such events being called a “Rights Offering”), the Exercise Price shall be
    adjusted effective immediately after the record date for such Rights Offering to the amount determined by multiplying the
    Exercise Price in effect on such record date by a fraction:


 


	 	(i)	the
    numerator of which shall be the aggregate of


 


	 	A.	the
    number of Common Shares outstanding on the record date for the Rights Offering, and
	 	 	 
	 	B.	the
    quotient determined by dividing


 


	 	(1)	either
    (a) the product of the number of Common Shares offered during the Rights Period pursuant to the Rights Offering and the price
    at which such Common Shares are offered, or, (b) the product of the exchange or conversion price of the securities so offered
    and the number of Common Shares for or into which the securities offered pursuant to the Rights Offering may be exchanged
    or converted, as the case may be, by 
	 	 	 
	 	(2)	the
    Current Market Price as of the record date for the Rights Offering; and


 


	 	(ii)	the
    denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date and the number
    of Common Shares offered pursuant to the Rights Offering (including in the case of the issue or distribution of securities
    exchangeable for or convertible into Common Shares the number of Common Shares for or into which such securities may be exchanged
    or converted).


 


If
by the terms of the rights, options, or warrants referred to in this clause 5(2)(b), there is more than one purchase, conversion
or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription
or purchase, or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered, shall be
calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share,
as the case may be. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding
for the purpose of any such calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause
5(2)(b) as a result of the fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants
referred to in this clause 5(2)(b), the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange,
conversion or exercise right to the Exercise Price which would then be in effect if the fair market value had been determined
on the basis of the number of Common Shares actually issued and remaining issuable immediately after such expiry and shall be
further readjusted in such manner upon the expiry of any further such right.


 




    	 



    	 	- 6 -	 



    

 


	 	(c)	If
    at any time during the Adjustment Period the Corporation shall fix a record date for the issue or distribution to the holders
    of all or substantially all of the outstanding Common Shares of:


 


	 	(i)	shares
    of the Corporation of any class other than Common Shares;
	 	 	 
	 	(ii)	rights,
    options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (other than
    rights, options or warrants pursuant to which holders of Common Shares are entitled, during a period expiring not more than
    forty-five (45) days after the record date for such issue, to subscribe for or purchase Common Shares or securities exchangeable
    for or convertible into Common Shares at a price per share (or in the case of securities exchangeable for or convertible into
    Common Shares at an exchange or conversion price per share on the record date for the issue of such securities) of at least
    95% of the Current Market Price on such record date);
	 	 	 
	 	(iii)	evidences
    of indebtedness of the Corporation (for greater certainty, excluding a cash dividend in the ordinary course); or
	 	 	 
	 	(iv)	any
    property or assets of the Corporation;


 


and
if such issue or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded
events being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately
after the record date for the Special Distribution to the amount determined by multiplying the Exercise Price in effect on the
record date for the Special Distribution by a fraction:


 


	 	A.	the
    numerator of which shall be the difference between
	 	 	 
	 	 	(1)	the
    product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date, and
	 	 	 	 
	 	 	(2)	the
    fair value, as determined by the directors of the Corporation, to the holders of Common Shares of the shares, rights, options,
    warrants, evidences of indebtedness or property or assets to be issued or distributed in the Special Distribution, and
	 	 	 	 
	 	B.	the
    denominator of which shall be the product obtained by multiplying the number of Common Shares outstanding on such record date
    by the Current Market Price on such record date.


 




    	 



    	 	- 7 -	 



    

 


Any
Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of such
calculation. To the extent that any adjustment in the Exercise Price occurs pursuant to this clause 5(2)(c) as a result of the
fixing by the Corporation of a record date for the issue or distribution of rights, options or warrants to acquire Common Shares
or securities exchangeable for or convertible into Common Shares referred to in this clause 5(2)(c), the Exercise Price shall
be readjusted immediately after the expiry of any relevant exercise, exchange or conversion right to the amount which would then
be in effect based upon the number of Common Shares issued and remaining issuable after such expiry and shall be further readjusted
in such manner upon the expiry of any further such right.


 


	 	(d)	If
    at any time during the Adjustment Period there shall occur:
	 	 	 
	 	 	(i)	a
    reclassification or redesignation of the Common Shares, a change of the Common Shares into other shares or securities or any
    other Capital Reorganization involving the Common Shares other than a Common Share Reorganization;
	 	 	 	 
	 	 	(ii)	a
    consolidation, amalgamation or merger of the Corporation with or into another body corporate which results in a reclassification
    or redesignation of the Common Shares or a change of the Common Shares into other shares or securities;
	 	 	 	 
	 	 	(iii)	the
    transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation
    or entity;


 


(any
of such events being called a “Capital Reorganization”), after the effective date of the Capital Reorganization
the Warrantholder shall be entitled to receive, and shall accept, for the same aggregate consideration, upon exercise of the Warrants,
in lieu of the number of Common Shares to which the Warrantholder was theretofor entitled upon the exercise of the Warrants, the
kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Warrantholder
would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Warrantholder
had been the registered holder of the number of Common Shares which the Warrantholders was theretofore entitled to purchase or
receive upon the exercise of the Warrants. If necessary, as a result of any such Capital Reorganization, appropriate adjustments
shall be made in the application of the provisions of this Warrant Certificate with respect to the rights and interests thereafter
of the Warrantholder to the end that the provisions shall thereafter correspondingly be made applicable as nearly as may reasonably
be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.


 




    	 



    	 	- 8 -	 



    

 


	 	(e)	If
    at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price shall occur pursuant to the
    provisions of clause 5(2)(a), 5(2)(b) or 5(2)(c) of this Warrant Certificate, then the number of Common Shares purchasable
    upon the subsequent exercise of the Warrants shall be simultaneously adjusted or readjusted, as the case may be, by multiplying
    the number of Common Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment or readjustment
    by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment of the Exercise Price.


 


	 	(3)	Rules:
    The following rules and procedures shall be applicable to adjustments made pursuant to subsection 5(2) hereof:


 


	 	(a)	Subject
    to the following clauses of this subsection 5(3), any adjustment made pursuant to subsection 5(2) hereof shall be made successively
    whenever an event referred to therein shall occur.
	 	 	 
	 	(b)	No
    adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the then
    Exercise Price and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the
    Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments
    which except for the provision of this clause 5(3)(b) would otherwise have been required to be made shall be carried forward
    and taken into account in any subsequent adjustment. Notwithstanding any other provision of subsection 5(2) hereof, no adjustment
    of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of
    Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in
    subclause 5(2)(a)(iv) hereof or a Capital Reorganization described in subclause 5(2)(d)(ii) hereof).
	 	 	 
	 	(c)	Subject
    to the prior written consent of the TSX Venture Exchange, no adjustment in the Exercise Price or in the number or kind of
    securities purchasable upon the exercise of the Warrants shall be made in respect of any event described in section 5 hereof
    if the Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Warrantholder
    had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
	 	 	 
	 	(d)	No
    adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of the Warrants shall be
    made pursuant to subsection 5(2) hereof in respect of the issue from time to time of Common Shares pursuant to this Warrant
    Certificate or pursuant to any stock option, stock purchase or stock bonus plan in effect from time to time for directors,
    officers or employees of the Corporation and/or any subsidiary of the Corporation and any such issue, and any grant of options
    in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described
    in subsection 5(2) hereof.



 



    	 



    	 	- 9 -	 



    

 


	 	(e)	If
    the Corporation takes any action affecting the Common Shares to which the foregoing provisions of this section 5(2), in the
    opinion of the board of directors of the Corporation, acting in good faith, are not strictly applicable, or if strictly applicable
    would not fairly adjust the rights of the Warrantholder against dilution in accordance with the intent and purposes hereof,
    or would otherwise materially affect the rights of the Warrantholder hereunder, then the Corporation shall, subject to the
    approval of the TSX Venture Exchange (or such other stock exchange or quotation system on which the Common Shares are then
    listed and posted (or quoted) for trading, as applicable), execute and deliver to the Warrantholder an amendment hereto providing
    for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such manner as the board
    of directors of the Corporation may determine to be equitable in the circumstances, acting in good faith. The failure of the
    taking of action by the board of directors of the Corporation to so provide for any adjustment on or prior to the effective
    date of any action or occurrence giving rise to such state of facts will be conclusive evidence that the board of directors
    has determined that it is equitable to make no adjustment in the circumstances.
	 	 	 
	 	(f)	If
    the Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to
    receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution
    to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or
    deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number
    of Common Shares purchasable upon exercise of the Warrant shall be required by reason of the setting of such record date.
	 	 	 
	 	(g)	In
    any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record
    date for an event referred to in subsection 5(2) hereof, the Corporation may defer, until the occurrence of such event:


 


	 	(i)	issuing
    to the Warrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such
    event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by
    such event; and
	 	 	 
	 	(ii)	delivering
    to the Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such
    record date and before such event;
	 	 	 
	 	provided,
    however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder
    upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common
    Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional
    Common Shares issuable on the exercise of the Warrants.








 


	 	(h)	In
    the absence of a resolution of the directors fixing a record date for a Rights Offering, the Corporation shall be deemed to
    have fixed as the record date therefor the date of the issue of the rights, options or warrants issued pursuant to the Rights
    Offering.
	 	 	 
	 	(i)	The
    Corporation will maintain a register of holders of Warrants at its principal office. The Corporation may deem and treat the
    registered holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes, and
    the Corporation shall not be affected by any notice or knowledge to the contrary except where the Corporation is required
    to take notice by statute or by order of a court of competent jurisdiction. A Warrantholder shall be entitled to the rights
    evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the original
    or any intermediate holder thereof and all persons may act accordingly and the receipt by any such Warrantholder of the Common
    Shares purchasable pursuant to such Warrant shall be a good discharge to the Corporation for the same and the Corporation
    shall not be bound to inquire into the title of any such Warrantholder except where the Corporation is required to take notice
    by statute or by order of a court of competent jurisdiction.



 



    	 



    	 	- 10 -	 



    

 


The
registered holders of Warrants shall have the power from time to time by an extraordinary resolution (as hereinafter defined):


 


	 	(i)	to
    sanction any modification, abrogation, alteration or compromise of the rights of the registered holders of Warrants against
    the Corporation which shall be agreed to by the Corporation; and/or
	 	 	 
	 	(ii)	to
    assent to any modification of or change in or omission from the provisions contained herein or in any instrument ancillary
    or supplemental hereto which shall be agreed to by the Corporation; and/or
	 	 	 
	 	(iii)	to
    restrain any registered holder of a Warrant from taking or instituting any suit or proceedings against the Corporation for
    the enforcement of any of the covenants on the part of the Corporation conferred upon the registered holders of Warrants by
    the terms of the Warrants.



 











	 	Any
    such extraordinary resolution as aforesaid shall be binding upon all the registered holders of Warrants whether or not assenting
    in writing to any such extraordinary resolution, and each registered holder of any of the Warrants shall be bound to give
    effect thereto accordingly. Such extraordinary resolution shall, where applicable, be binding on the Corporation which shall
    give effect thereto accordingly.
	 	 
	 	The
    Corporation shall forthwith upon receipt of an extraordinary resolution provide notice to all registered holders of Warrants
    of the date and text of such resolution. The registered holders of Warrants assenting to an extraordinary resolution agree
    to provide the Corporation forthwith with a copy of any extraordinary resolution passed.
	 	 
	 	The
    expression “extraordinary resolution” when used herein shall mean a resolution assented to in writing,
    in one or more counterparts, by the registered holders of Warrants calling in the aggregate for not less than seventy-five
    per cent (75%) of the aggregate number of Common Shares called for by all of the Warrants which are, at the applicable time,
    outstanding.
















 


	 	(j)	If
    a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares or other
    securities purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of
    the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may
    be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment
    made pursuant to subsection 5(2) hereof and shall be binding upon the Corporation and the Warrantholder.



 



    	 



    	 	- 11 -	 



    

 


	 	(k)	As
    a condition precedent to the taking of any action which would require an adjustment pursuant to subsection 5(2) hereof, including
    the Exercise Price and the number or class of Common Shares or other securities which are to be received upon the exercise
    thereof, the Corporation shall take any action which may, in the opinion of counsel to the Corporation, be necessary in order
    that the Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other
    securities which the Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.


 


	 	(4)	Notice:
    Within five (5) days of the effective date of any event that requires an adjustment in any of the rights of the Warrantholder
    under this Warrant Certificate, including the Exercise Price or the number of Common Shares that may be purchased under this
    Warrant Certificate, the Corporation shall deliver to the Warrantholder written notice specifying the particulars of such
    event and, if determinable, the required adjustment and the calculation of such adjustment. In case any adjustment for which
    a notice in this subsection 5(4) has been given is not then determinable, the Corporation shall promptly after such adjustment
    is determinable deliver to the Warrantholder written notice providing the calculation of such adjustment. The Corporation
    hereby covenants and agrees that the register of transfers and share transfer books for the Common Shares and Warrants will
    be open, and that the Corporation will not take any action which might deprive the Warrantholder of the opportunity of exercising
    the rights of subscription contained in this Warrant Certificate, during such five (5) day period.


 


	6.	Further
    Assurances: The Corporation hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause
    to be done, executed, acknowledged and delivered, all and every such other act, deed and assurance as the Warrantholder shall
    reasonably require for the better accomplishing and effectuating of the intentions and provisions of this Warrant Certificate.
	 	 
	7.	Time
    of Essence: Time shall be of the essence of this Warrant Certificate.
	 	 
	8.	Governing
    Laws: This Warrant Certificate shall be construed in accordance with the laws of the Province of British Columbia
    and the federal laws of Canada applicable therein.
	 	 
	9.	Notices:
    All notices or other communications to be given under this Warrant Certificate shall be delivered by hand or by email and,
    if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by email, on the date of transmission
    if sent before 5:00 p.m. on a business day or, if such day is not a business day, on the first business day following the
    date of transmission.


 


Notices
to the Corporation shall be addressed to:


BriaCell
Therapeutics Corp


Suite
300 – 235 15th Street

West Vancouver, BC V7T 2X1


 


Attention:
Dr. William Willaims


Email:
williams@briacell.com


 


Notices
to the Warrantholder shall be addressed to the address of the Warrantholder set out on the face page of this Warrant Certificate.


 


The
Corporation and the Warrantholder may change its address for service by notice in writing to the other of them specifying its
new address for service under this Warrant Certificate.


 




    	 



    	 	- 12 -	 



    

 


	10.	Legends
    on Common Shares:


 


Any
certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one
(1) day after the date hereof will bear the following legends:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 17, 2018.”


 


and,
if issued prior to the date which is four months and one day after the date hereof, may also bear the following legend:


 


“WITHOUT
PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JULY 17, 2018.”;


 


provided
that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such
Common Shares may be exchanged for a certificate bearing no such legends. The Corporation shall use the best efforts thereof to
cause the registrar and transfer agent to deliver the certificate representing such Common Shares within three (3) business days
after receipt of the legended certificate or certificates.


 


	11.	Lost
    Certificate: If this Warrant Certificate or any replacement hereof becomes stolen, lost, mutilated or destroyed, the
    Corporation shall, on such terms as it may in its discretion impose, acting reasonably, issue and deliver a new certificate,
    in form identical hereto but with appropriate changes, representing any unexercised portion of the subscription rights represented
    hereby to replace the certificate so stolen, lost, mutilated or destroyed.
	 	 
	12.	Language:
    The parties hereto acknowledge and confirm that they have requested that this Warrant Certificate as well as all notices
    and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent
    et confirment qu’elles ont exigé que la présente convention ainsi que tous les avis et documents qui s’y
    rattachent soient rédigés en langue anglaise.
	 	 
	13.	Transfer:
    The Warrants are transferable and the term “Warrantholder” shall mean and include any successor, transferee
    or assignee of the current or any future Warrantholder. The Warrants may by transferred by the Warrantholder completing and
    delivering to the Corporation the transfer form attached hereto as Schedule “B”.
	 	 
	14.	Ranking:
    All Warrants shall rank pari passu, whatever may be the actual date of issue of the same.
	 	 
	15.	Successors
    and Assigns: This Warrant Certificate shall enure to the benefit of the Warrantholder and the successors thereof and
    shall be binding upon the Corporation and the successors and assignees thereof.


 






    	 



    	 



    




 


IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed by an authorized officer as of the _____ day
of ___________, 2018.


 


	 	BRIACELL
    THERAPEUTICS CORP.
	 	 
	 	By:	 
	 	Name:	Rahoul
    Sharan
	 	Title:	Director



 






    	 



    	 



    




 







Schedule
A


 





Subscription
Form


 


	TO:	BriaCell
    Therapeutics Corp.
	 	Suite
    300 – 235 15th Street
	 	West
    Vancouver, BC V7T 2X1


 


The
undersigned hereby:


 


	1.	subscribes
    for _______________ common shares (“Common Shares”) of BriaCell Therapeutics Corp. (the “Corporation”)
    or such other number of common shares or other securities to which such subscription entitles the undersigned in lieu thereof
    or in addition thereto pursuant to the provisions of the warrant certificate (the “Warrant Certificate”)
    dated the 16 day of March, 2018, issued by the Corporation at the purchase price of $0.14 per Common Share (or at such other
    purchase price as may be in effect under the provisions of the Warrant Certificate) and on and subject to the other terms
    and conditions specified in the Warrant Certificate and encloses herewith a certified cheque, bank draft or money order in
    lawful money of Canada payable to the Corporation or has transmitted same day funds in lawful money of Canada by wire to such
    account as the Corporation directed the undersigned in payment of the subscription price.


 


By
executing this subscription form the undersigned represents and warrants that the undersigned is not a U.S. Person or a Person
within the United States and that the Common Shares are not being subscribed for on behalf of a U.S. Person (as such terms are
defined for purposes of the United States Securities Act of 1933, as amended).


 


The
undersigned hereby directs that the Common Shares subscribed for be registered and delivered as follows:


 


	Name
    in Full	 	Address	 	Number
    of Common Shares
	 	 	 	 	 
	 	 	 	 	 


 


DATED
this ___ day of _____________, 201__.


 


	 	 	 
	 	By:	 
	 	 	 


 


Instructions:


 


	1.	If
    the Subscription Form indicates that Common Shares are to be issued to a person or persons other than the registered holder
    of the Warrant Certificate, the signature of such holder of the Subscription Form must be guaranteed by a Canadian chartered
    bank or trust company, or a member of an acceptable medallion guarantee program. The guarantor must affix a stamp bearing
    the actual words: “SIGNATURE GUARANTEED”.
	 	 
	2.	If
    the Subscription Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation
    or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority
    to sign satisfactory to the Corporation.


 




    	 



    	 



    

 


Schedule
B


 


Form
of Transfer


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________________________________________________
(include name and address of the transferee) Warrants exercisable for common shares of BriaCell Therapeutics Corp. (the “Corporation”)
registered in the name of the undersigned on the register of the Corporation maintained therefor, and hereby irrevocably appoints
_____________________________________________ the attorney of the undersigned to transfer the said securities on the books maintained
by the Corporation with full power of substitution.


 


DATED
this _________ day of ___________________, 20___.


 


Signature
of Transferor guaranteed by:


 





	 	 	 
	Name
    of Bank or Trust Company:	 	Signature
    of Transferor
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Address
    of Transferor









 









Notes:


 





	1.	The
    signature to this transfer must correspond with the name written upon the face of this Warrant Certificate in every particular
    without any changes whatsoever.
	 	 
	2.	If
    the Transfer Form indicates that common shares are to be issued to a person or persons other than the registered holder of
    the Warrant Certificate, the signature on this Transfer Form must be guaranteed by a Schedule I chartered bank or licensed
    trust company, or a member of an acceptable medallion guarantee program. The guarantor must affix a stamp bearing the actual
    words “Signature Guaranteed”. Signature guarantees are not accepted
    from treasury branches or credit unions unless they are members of the Stamp Medallion Program.