Exhibit
10.28 


 


BRIACELL
THERAPEUTICS CORP.


 


SUBSCRIPTION
AGREEMENT


 


(UNITS)


 


THE
UNITS BEING OFFERED FOR SALE MAY BE PURCHASED BY RESIDENTS OF THE UNITED STATES PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE
SECURITIES LEGISLATION.


 


INSTRUCTIONS


 


	1.	Complete
    and sign the Execution Pages of the Subscription Agreement.
	 	 
	2.	Complete
    and sign Schedule A attached to the Subscription Agreement.
	 	 
	3.	Complete
    and sign Appendix A to Schedule A if you are not an individual and satisfy at least one of the three conditions below
    (unless you have previously filed this form with the TSX Venture Exchange and represent and warrant that there has been no
    change to any of the information in the previously filed form up to the date of this Subscription Agreement):
	 	 	 
	 	(a)	hold,
    or will hold upon completion of the Offering, more than 5% of the issued and outstanding common shares of the Corporation;
	 	 	 
	 	(b)	are,
    or will be upon completion of the Offering, an insider of the Corporation; or
	 	 	 
	 	(c)	are
    a Pro Group placee (a member (brokerage firm) of the TSX Venture Exchange, an employee, partner, officer, director or an ‘affiliate’
    (a company controlling or under common control) of a member or an ‘associate’ (a company of which more than 10%
    of the voting shares are owned or controlled by such person, a partner of such person, a trust or estate of which a substantial
    beneficial interest is owned or of which such person is a trustee, a spouse or child of such person, or a relative of such
    person or their spouse living in the same home as such person) of any of the foregoing).
	 	 	 
	4.	Complete
    Schedule B attached to the Subscription Agreement.
	 	 
	5.	Complete
    and sign Schedule C attached to the Subscription Agreement (Accredited Investor Certificate), together with a completed Appendix
    A to Schedule C, if applicable, and Appendix B to Schedule C, if applicable.
	 	 
	6.	If
    you or the beneficial purchaser for whom you are contracting hereunder are a U.S. Person, you must complete and sign Schedule
    D attached to the Subscription Agreement (Certification of U.S. Purchaser) and Appendix A (Certificate of U.S. Person) attached
    thereto.


 


Payment
Instructions:


 


Payment
of the purchase price on closing must be made in Canadian dollars by wire transfer to BriaCell Therapeutics Corp., at:


 


	 	Bank:	Bank
    of Montreal, First Bank Tower, 595 Burrard Street, Vancouver, BC V7X 1L7
	 	Bank
    #:	001
	 	Transit
    #:	00040
	 	Account
    #:	1514-972
	 	Beneficiary:	BriaCell
    Therapeutics Corp., 300-235 15th Street, Vancouver, BC V7T 1L7
	 	Reference:	BriaCell
    Therapeutics Corp. Private Placement


 


A
completed and executed copy of, and the other documents required to be delivered with, this Subscription Agreement must be delivered
by mail, fax or email no later than 5:00 p.m. (Toronto time) on February 21, 2018, and, in any event, no later than 5:00 p.m.
(Toronto time) two days prior to the Closing Date, to:


 


Bennett
Jones LLP


3400
One First Canadian Place


P.O.
Box 130


Toronto
Ontario M5X 1A4


 


	 	Attn: 	Aaron Sonshine, Partner
	 	Fax: 	416-863-1716
	 	Email:	sonshinea@bennettjones.com




 




    	 



    	 



    

 


SUBSCRIPTION
AGREEMENT


 


	TO:	SUBSCRIBER
    OF UNITS OF BRIACELL THERAPEUTICS CORP.
	 	 
	Re:	Sale
    of Units


 


This
subscription agreement is to confirm your agreement to purchase from BriaCell Therapeutics Corp. (the “Corporation”),
subject to the terms and conditions set forth herein, the number of Units (as hereinafter defined) set forth on the Execution
Pages hereto (the “Purchased Securities”) at the price of $0.10 per Unit (the “Purchase Price”)
for aggregate gross proceeds up to $4,000,000 with no fixed minimum. Each Unit is comprised of one common share of the Corporation
one common share purchase warrant (a “Warrant”), each Warrant being exercisable to acquire one common share
of the Corporation at an exercise price of $0.14 per common share for a period of 36 months after the Closing Date (as hereinafter
defined).


 


The
proceeds of the Purchased Securities will be immediately available to the Corporation.


 


	1.	Definitions



 


	 	(a)	Definitions:
    In this Agreement, unless the context otherwise requires:


 


	 	(i)	“1933
    Act” means the United States Securities Act of 1933, as amended;
	 	 	 
	 	(ii)	“Agreement”
    means this subscription agreement, including all schedules and appendices attached hereto, as the same may be amended, supplemented
    or restated from time to time;
	 	 	 
	 	(iii)	“Business
    Day” means a day (other than a Saturday, Sunday or statutory holiday) on which Canadian chartered banks are open
    for the transaction of regular business in the City of Vancouver, British Columbia;
	 	 	 
	 	(iv)	“Closing”
    means the closing of the purchase and sale of the Purchased Securities on the Closing Date;
	 	 	 
	 	(v)	“Closing
    Date” means February 28, 2018 or such other date or dates on which the Purchased Securities are issued and sold
    under the Offering;
	 	 	 
	 	(vi)	“Common
    Shares” means the common shares of the Corporation as constituted on the date hereof;
	 	 	 
	 	(vii)	“Corporation”
    means BriaCell Therapeutics Corp., a corporation existing under the Business Corporations Act (British Columbia) and
    includes any successor corporation thereto;
	 	 	 
	 	(viii)	“Dollar”
    or “$” means lawful money of Canada;
	 	 	 
	 	(ix)	“Information”
    means all information regarding the Corporation which has been publicly filed by the Corporation, together with all information
    prepared by the Corporation and provided to the Subscriber or to potential purchasers of the Purchased Securities, if any,
    and includes, but is not limited to, all news releases, material change reports and financial statements of the Corporation;


 




    	 



    	- 2 -



    

 


	 	(x)	“NI
    45-106” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;
	 	 	 
	 	(xi)	“Offering”
    means the offering of the Purchased Securities on a private placement basis;
	 	 	 
	 	(xii)	“Person”
    means an individual, a firm, a corporation, a syndicate, a partnership, a trust, an association, an unincorporated organization,
    a joint venture, an investment club, a government or an agency or political subdivision thereof and every other form of legal
    or business entity of whatsoever nature or kind;
	 	 	 
	 	(xiii)	“Purchase
    Price” means $0.10 per Unit;
	 	 	 
	 	(xiv)	“Purchased
    Securities” has the meaning described on the front matter of this Agreement;
	 	 	 
	 	(xv)	“Regulation
    D” means Regulation D under the 1933 Act;
	 	 	 
	 	(xvi)	“Regulation
    S” means Regulation S under the 1933 Act;
	 	 	 
	 	(xvii)	“Reporting
    Provinces” means the Provinces of British Columbia and Alberta, collectively;
	 	 	 
	 	(xviii)	“SEC”
    means the United States Securities and Exchange Commission;
	 	 	 
	 	(xix)	“Securities
    Laws” means the securities legislation and regulations of, and the instruments, policies, rules, orders, codes,
    notices and interpretation notes of the applicable securities regulatory authority or applicable securities regulatory authorities
    of, the applicable jurisdiction or jurisdictions collectively;
	 	 	 
	 	(xx)	“Stock
    Exchange” means the TSX Venture Exchange;
	 	 	 
	 	(xxi)	“Subject
    Shares” means the Unit Shares and the Warrant Shares, collectively;
	 	 	 
	 	(xxii)	“Subscriber”
    means the Person purchasing the Purchased Securities and whose name appears on the first execution page hereof and who has
    signed this Agreement or, if the Person whose name appears on the first execution page hereof has signed this Agreement as
    agent for, or on behalf of, a beneficial purchaser and is not a trust company, trust corporation or portfolio manager deemed
    to be purchasing the Purchased Securities as principal under NI 45-106, the Person who is the beneficial purchaser of the
    Purchased Securities as disclosed on the execution pages hereof;
	 	 	 
	 	(xxiii)	“Units”
    means the units of the Corporation being offered for sale by the Corporation, each Unit being comprised of one Unit Share
    and one Warrant;


 




    	 



    	- 3 -



    

 


	 	(xxiv)	“Unit
    Shares” means the Common Shares comprising part of the Units;
	 	 	 
	 	(xxv)	“U.S.
    Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S;
	 	 	 
	 	(xxvi)	“United
    States” means the United States of America, its territories and possessions, any State of the United States and
    the District of Columbia;
	 	 	 
	 	(xxvii)	“Warrant
    Certificates” means the certificates representing the Warrants;
	 	 	 
	 	(xxviii)	“Warrant
    Shares” means the Common Shares issuable upon the exercise of the Warrants; and
	 	 	 
	 	(xxix)	“Warrants”
    means the transferable warrants of the Corporation comprising part of the Units, each whole Warrant entitling the holder thereof
    to acquire one Warrant Share at any time from the date of issue of the Warrants until 5:00 p.m. (Toronto time) on the date
    which is 36 months after the Closing Date, at an exercise price of $0.14 per Warrant Share, subject to adjustment.


 


	2.	Conditions
    of Purchase


 


In
connection with your purchase of the Purchased Securities, the following documents are attached hereto, which you are requested
to complete and sign as indicated and return, together with an executed copy of this Agreement, as soon as possible and, in any
event, no later than 5:00 p.m. (Toronto time) on February 21, 2018:


 


	 	(a)	An
    executed copy of this Agreement;
	 	 	 
	 	(b)	Schedule
    A, an information sheet, and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the
    Stock Exchange;
	 	 	 
	 	(c)	Schedule
    B, with respect to registration and delivery instructions; and
	 	 	 
	 	(d)	Schedule
    C (Accredited Investor Certificate), including Appendix “A” and Appendix “B”, if the Subscriber is
    an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and
	 	 	 
	 	(e)	If
    applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser).


 


The
obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions
that:


 


	 	(a)	you
    execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery
    on your behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Corporation as the
    sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration
    statement;


 




    	 



    	- 4 -



    

 


	 	(b)	the
    representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder
    (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct
    when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of
    such date;
	 	 	 
	 	(c)	all
    covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial
    purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with
    in all material respects; and
	 	 	 
	 	(d)	all
    necessary regulatory approvals being obtained prior to the Closing Date.


 


By
returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents,
to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement
required by the applicable Securities Laws and the policies of the Stock Exchange.


 


If
you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation or
portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting
hereunder must be purchasing the Purchased Securities as principal and (unless you are an authorized agent with power to sign
on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute
all documents required by the applicable Securities Laws and the policies of the Stock Exchange with respect to the Purchased
Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant
to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber.


 


You
agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities
Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of and the resale restrictions applicable
to the Purchased Securities.


 


You
acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation
has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole
discretion.


 


	3.	The
    Closing


 


Delivery
and payment for the Purchased Securities will be completed at the closing of the purchase and sale of the Purchased Securities
at the offices of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, ON M5X 1A4 at 5:00 p.m. (Toronto time) on
the Closing Date.


 


Payment
of the Purchase Price on Closing must be made in Canadian dollars by wire transfer to the Corporation, at:


 


	 	Bank:	Bank
    of Montreal, First Bank Tower, 595 Burrard Street, Vancouver, BC V7X 1L7
	 	Bank
    #:	001
	 	Transit
    #:	00040
	 	Account
    #:	1514-972
	 	Beneficiary:	BriaCell
    Therapeutics Corp., 300-235 15th Street, Vancouver, BC V7T 1L7
	 	Reference:	BriaCell
    Therapeutics Corp. Private Placement


 


and
must be received no later than February 21, 2018.


 




    	 



    	- 5 -



    

 


If,
at the Closing, the terms and conditions contained in the Subscription Agreement have been complied with to the satisfaction of
the Subscriber or waived by the Subscriber, the Subscriber will deliver to the Corporation this Agreement, and deliver as aforesaid
the aggregate subscription proceeds, against delivery by the Corporation of certificates representing the Purchased Securities
and such other documentation as may be requested by the Subscriber. Certificates representing the Purchased Securities will be
available for delivery to you at the Closing against payment to the Corporation of the amount of the Purchase Price for the Purchased
Securities in freely transferable Canadian funds.


 


	4.	Prospectus
    Exemptions


 


The
sale of the Purchased Securities by the Corporation to the Subscriber is conditional upon such sale being exempt from the requirements
as to the filing of a prospectus or registration statement and as to the preparation of an offering memorandum or similar document
contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Purchased Securities or upon the
issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus
or registration statement or delivering an offering memorandum or similar document.


 


You
acknowledge and agree that:


 


	 	(a)	you,
    and, if applicable, others for whom you are contracting hereunder, have been independently advised as to or are aware of the
    restrictions with respect to trading in, and the restricted period or statutory hold period applicable to, the Unit Shares,
    the Warrants and the Warrant Shares imposed by the Securities Laws of the jurisdiction in which you reside or to which you
    are subject and by the policies of the Stock Exchange, that a suitable legend or legends will be placed on the certificates
    representing the Unit Shares, the Warrants and, if necessary, the Warrant Shares to reflect the applicable restricted period
    and statutory hold period to which the Unit Shares, the Warrants and, if applicable, the Warrant Shares are subject;
	 	 	 
	 	(b)	you,
    and, if applicable, others for whom you are contracting hereunder, have not received or been provided with a prospectus, registration
    statement, offering memorandum (within the meaning of the applicable Securities Laws) or any document purporting to describe
    the business and affairs of the Corporation which has been prepared for review by prospective purchasers to assist in making
    an investment decision in respect of the Purchased Securities; and that your decision, or, if applicable, the decision of
    others for whom you are contracting hereunder, to enter into this Agreement and to purchase the Purchased Securities from
    the Corporation is based entirely upon publicly available Information concerning the Corporation (other than the representations
    and warranties made by the Corporation in this Agreement), and not upon any other verbal or written representation as to fact
    or otherwise made by or on behalf of the Corporation;


 




    	 



    	- 6 -



    

 


	 	(c)	there
    are risks associated with the purchase of the Purchased Securities, including, but not limited to, the risk factors described
    in the Information and the Subscriber may lose his, her or its entire investment;
	 	 	 
	 	(d)	you,
    or, if applicable, others for whom you are contracting hereunder, acknowledge that you have had such opportunity as you have
    deemed adequate to conduct all due diligence investigations regarding the business, financial position, condition and prospects
    of the Corporation as is necessary to permit you to evaluate the merits and risks of your investment in the Purchased Securities;
	 	 	 
	 	(e)	the
    Subscriber is solely responsible for obtaining such tax, investment, legal and other professional advice as it considers appropriate
    in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated hereunder
    (including the resale and transfer restrictions referred to herein), and, without limiting the generality of the foregoing,
    the Corporation’s counsel is acting solely as counsel to the Corporation and not as counsel to the Subscriber;
	 	 	 
	 	(f)	as
    a consequence of the sale being exempt from the prospectus requirements of the applicable Securities Laws:


 


	 	(i)	certain
    protections, rights and remedies provided by the applicable Securities Laws, including statutory rights of rescission and
    certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors
    who acquire securities offered by a prospectus, will not be available to you, or, if applicable, others for whom you are contracting
    hereunder,
	 	 	 
	 	(ii)	the
    common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection
    with securities acquired in a private placement,
	 	 	 
	 	(iii)	you,
    or, if applicable, others for whom you are contracting hereunder, may not receive information that would otherwise be required
    to be given under the applicable Securities Laws, and
	 	 	 
	 	(iv)	the
    Corporation is relieved from certain obligations that would otherwise apply under the applicable Securities Laws;


 


	 	(g)	there
    is no government or other insurance covering the Purchased Securities;
	 	 	 
	 	(h)	no
    Person has made any written or oral representation to you or any beneficial purchaser for whom you are contracting hereunder:


 


	 	(i)	that
    any Person will resell or repurchase the Unit Shares, Warrants or Warrant Shares,
	 	 	 
	 	(ii)	that
    any Person will refund the Purchase Price, or
	 	 	 
	 	(iii)	as
    to the future price or value of the Common Shares; and


 




    	 



    	- 7 -



    

 


	 	(i)	the
    Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed
    public media), radio, television or telecommunications, or other form of advertisement (including the electronic display such
    as the Internet) with respect to the distribution of the Units.


 


	5.	Representations
    and Warranties of the Subscriber


 


By
your acceptance of this Agreement, you, and, if applicable, any others for whom you are contracting hereunder represent and warrant
to the Corporation (which representations and warranties shall be true and correct both as of the date of execution of this Agreement
and as of the Closing Date and shall survive the Closing) that:


 


	A.	General:
	 	 	 
	 	(a)	You
    are, and any beneficial purchaser for whom you are contracting hereunder is, resident, or, if not an individual, has the head
    office, in the jurisdiction set out under the heading “residential address, including postal code” above your
    signature or under the heading “residential address of beneficial purchaser” below your signature, as applicable,
    set forth on the execution pages of this Agreement which address is your residence or place of business, or the residence
    or place of business of any beneficial purchaser for whom you are contracting hereunder, as applicable, and such address was
    not obtained or used solely for the purpose of acquiring the Purchased Securities.
	 	 	 
	 	(b)	If
    you are an individual, you have attained the age of majority in the jurisdiction in which you are resident and have the legal
    capacity and competence to enter into and be bound by this Agreement and to perform the covenants and obligations herein.
	 	 	 
	 	(c)	If
    you are not an individual (i) you have the legal capacity to authorize, execute and deliver this Agreement, and (ii) the individual
    signing this Agreement has been duly authorized to execute and deliver this Agreement.
	 	 	 
	 	(d)	The
    Subscriber is not, with respect to the Corporation or any of its affiliates, a Control Person and the purchase of the Purchased
    Securities hereunder will not result in the Subscriber becoming a Control Person.
	 	 	 
	 	(e)	Legal
    counsel retained by the Corporation is acting as counsel to the Corporation and not as counsel to the Subscriber and the Subscriber
    may not rely upon such counsel in any respect. The Subscriber should obtain independent legal advice with respect to the investment
    in the Purchased Securities.
	 	 	 
	 	(f)	If
    you are, or, if applicable, any beneficial purchaser for whom the undersigned is contracting hereunder cannot otherwise satisfy
    any of the requirements set forth in this section 5, the Subscriber, or, if applicable, any beneficial purchaser for whom
    the undersigned is contracting hereunder is, acquiring the Purchased Securities pursuant to and in compliance with an exemption
    from the prospectus requirements of the Securities Laws of the jurisdiction of residence and will provide the Corporation,
    on request, whether before or after the Closing Date, with evidence of such compliance.


 




    	 



    	- 8 -



    

 


	 	(g)	You
    are, and, if applicable, any beneficial purchaser for whom you are contracting hereunder is capable of assessing the proposed
    investment in the Purchased Securities as a result of financial or investment experience or as a result of advice received
    from a registered person other than the Corporation or an affiliate thereof and you are, or, if applicable, any beneficial
    purchaser for whom you are contracting hereunder is, as the case may be, able to bear the economic loss of the investment
    in the Purchased Securities.
	 	 	 
	 	(h)	You
    acknowledge that the Warrants may not be exercised in the United States by or on behalf of a U.S. Person, unless the Common
    Shares are registered under the 1933 Act and applicable state securities law or unless the Corporation has consented to such
    offer, sale or distribution and such exercise is made in accordance with an exemption from the registration requirements under
    the 1933 Act and the securities laws of all applicable states of the United States.
	 	 	 
	 	(i)	The
    Purchased Securities to be issued hereunder are not being purchased with knowledge of any material fact about the Corporation
    that has not been generally disclosed.
	 	 	 
	 	(j)	You
    acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that no agency,
    governmental authority, securities commission or similar regulatory body, stock exchange or other entity has reviewed, passed
    on or made any finding or determination as to the merit for investment of the Subject Shares or the Warrants nor have any
    such agencies or governmental authorities made any recommendation or endorsement with respect to the Subject Shares or the
    Warrants.
	 	 	 
	 	(k)	This
    Agreement has been duly executed and delivered and, when accepted by the Corporation, will constitute a legal, valid and binding
    obligation enforceable against you and, if you are signing this Agreement on behalf of a beneficial purchaser, also against
    such beneficial purchaser, in each case in accordance with the terms hereof.
	 	 	 
	 	(l)	If
    you are contracting hereunder as trustee or agent (including, for greater certainty, a portfolio manager or comparable adviser)
    for one or more beneficial purchasers, you are authorized to execute and deliver this Agreement and all other necessary documentation
    in connection with the subscription made on behalf of such beneficial purchaser or beneficial purchasers and this Agreement
    has been authorized, executed and delivered on behalf of such beneficial purchaser or beneficial purchasers, and you acknowledge
    that the Corporation may be required by law to disclose the identity of each beneficial purchaser for whom you are contracting
    hereunder.
	 	 	 
	 	(m)	The
    execution and delivery of this Agreement, the performance and compliance with the terms hereof, the purchase of the Purchased
    Securities and the completion of the transactions described herein by you will not result in any material breach of, or be
    in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time,
    or both, would, if you are not or any beneficial purchaser for whom you are contracting hereunder is not an individual, constitute
    a material default under any term or provision of your constating documents, by-laws or resolutions or the constating documents,
    by-laws or resolutions of any beneficial purchaser for whom you are contracting hereunder, as the case may be, the Securities
    Laws or any other laws applicable to you or any beneficial purchaser for whom you are contracting hereunder, any agreement
    to which you are or any beneficial purchaser for whom you are contracting hereunder is a party, or any judgment, decree, order,
    statute, rule or regulation applicable to you or any beneficial purchaser for whom you are contracting hereunder.


 




    	 



    	- 9 -



    

 


	 	(n)	The
    funds representing the aggregate Purchase Price in respect of the Purchased Securities which will be advanced by the Subscriber
    to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering)
    and Terrorist Financing Act (Canada) (for the purposes of this paragraph the “PCMLTFA”) and you acknowledge
    that the Corporation may in the future be required by law to disclose the name of the Subscriber and other information relating
    to this Subscription Agreement and the subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best
    of your knowledge (a) none of the subscription funds provided by the Subscriber (i) have been or will be derived directly
    or indirectly from or related to any activity that is deemed criminal under the laws of Canada, the United States of America,
    or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to you and,
    (b) you will promptly notify the Corporation if you discover that any of such representations cease to be true, and to provide
    the Corporation with appropriate information in connection therewith.
	 	 	 
	 	(o)	You,
    on your own behalf and, if applicable, on behalf of each beneficial purchaser for whom you are contracting hereunder, acknowledge
    and consent to the fact that the Corporation is collecting your personal information (as that term is defined under applicable
    privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act
    (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect
    from time to time), and, if applicable, that of each beneficial purchaser for whom you are contracting hereunder, for the
    purpose of completing this Agreement. You, on your own behalf and, if applicable, on behalf of each beneficial purchaser for
    whom you are contracting hereunder, acknowledge and consent to the Corporation retaining such personal information for as
    long as permitted or required by law or business practices. You, on your own behalf and, if applicable, on behalf of each
    beneficial purchaser for whom you are contracting hereunder, further acknowledge and consent to the fact that the Corporation
    may be required by applicable Securities Laws, the rules and policies of any stock exchange or the rules of the Investment
    Industry Regulatory Organization of Canada to provide regulatory authorities with any personal information provided under
    this Agreement. You represent and warrant, as applicable, that you have the authority to provide the consents and acknowledgements
    set out in this paragraph on behalf of each beneficial purchaser for whom you are contracting hereunder. In addition to the
    foregoing, you agree and acknowledge that the Corporation, as the case may be, may use and disclose your personal information,
    or that of each beneficial purchaser for whom you are contracting hereunder, as follows:


 


	 	(i)	for
    internal use with respect to managing the relationships between and contractual obligations of the Corporation, and you or
    any beneficial purchaser for whom you are contracting hereunder;


 




    	 



    	- 10 -



    

 


	 	(ii)	for
    use and disclosure for income tax related purposes, including, without limitation, where required by law, disclosure to Canada
    Revenue Agency;
	 	 	 
	 	(iii)	for
    disclosure to securities regulatory authorities and other regulatory bodies with jurisdiction with respect to reports of trades
    and similar regulatory filings;
	 	 	 
	 	(iv)	for
    disclosure to a governmental or other authority to which the disclosure is required by court order or subpoena compelling
    such disclosure and where there is no reasonable alternative to such disclosure;
	 	 	 
	 	(v)	for
    disclosure to professional advisers of the Corporation in connection with the performance of their professional services;
	 	 	 
	 	(vi)	for
    disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with your prior written
    consent;
	 	 	 
	 	(vii)	for
    disclosure to a court determining the rights of the parties under this Agreement; or
	 	 	 
	 	(viii)	for
    use and disclosure as otherwise required or permitted by law.


 


	 	(p)	There
    is no person acting or purporting to act in connection with the Offering who is entitled to any brokerage or finder’s
    fee. If any person establishes a claim that any fee or other compensation is payable in connection with this subscription
    for the Purchased Securities, the Subscriber or any beneficial purchaser for whom the undersigned is acting covenants to indemnify
    and hold harmless the Corporation with respect thereto and with respect to all costs reasonably incurred in the defence thereof.


 


	B.	Prospectus
    Exemptions:


 


	 	(a)	Accredited
    Investors:


 


	 	(i)	if
    the Subscriber is resident in Canada, the Subscriber (or if applicable, any beneficial purchaser for whom you are contracting
    hereunder) is eligible to purchase the Purchased Shares pursuant to an exemption from the prospectus requirements of Securities
    Laws, and the Subscriber has completed, executed and delivered to the Corporation Schedule C (and Appendix A and, if required,
    Appendix B to Schedule) indicating that the Subscriber (or if applicable, any beneficial purchaser for whom you are contracting
    hereunder) fits within one of the prospectus exemption categories under applicable Securities Laws as set forth therein, and
    confirms the truth and accuracy of all representations, warranties and covenants made in such certificate as of the date of
    this Subscription Agreement and as of the Closing Date;
	 	 	 
	 	(i)	the
    Subscriber (or any beneficial purchaser) is aware that the Purchased Securities and any underlying Common Shares thereunder
    have not been and will not be registered under the U.S. Securities Act or the securities laws of any state and the Purchased
    Securities may not be offered or sold, directly or indirectly, in the United States without registration under the U.S. Securities
    Act or compliance with requirements of an exemption from registration and the applicable laws of all applicable states and
    it acknowledges that the Corporation has no present intention of filing a registration statement under the U.S. Securities
    Act in respect of the Purchased Securities; and


 




    	 



    	- 11 -



    

 


	 	(ii)	if
    the Subscriber is, or is subscribing for the account or benefit of, a person in the United States or a U.S. Person, the Subscriber
    represents and warrants that the Subscriber is an “accredited investor” as such term is defined in Rule
    501(a) of Regulation D under the U.S. Securities Act (which definition is reproduced in of Schedule “D” attached
    hereto) and has executed and delivered the “Certification of U.S. Subscriber” in the form attached hereto as Appendix
    A to Schedule “D”, confirming such status, amongst other things, and confirms the truth and accuracy of all statements
    made therein by the Subscriber;


 


	5.	Legends


 


	 	(a)	You
    acknowledge that the certificates representing the Unit Shares and, if necessary, the certificates representing the Warrant
    Shares will bear the following legends:
	 	 	 
	 	 	“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].”
	 	 	 
	 	 	and
    (if applicable under the rules of the Stock Exchange):
	 	 	 
	 	 	“WITHOUT
    PRIOR WRITTEN APPROVAL OF THE 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 THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which
    is four months and one day after the Closing Date will be inserted].”


 


You
also acknowledge that the Warrant Certificate will bear the following legends:


 


	 	 	“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].”
	 	 	 
	 	 	and
    (if applicable under the rules of the Stock Exchange):
	 	 	 
	 	 	“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]”


 




    	 



    	- 12 -



    

 


	 	provided
    that subsequent to the date which is four months and one day after the Closing Date the certificates representing the Unit
    Shares or, if applicable, the certificate representing the Warrant Shares, may be exchanged for certificates bearing no such
    legends.


 


	 	(b)	In
    addition, you also acknowledge that:


 


	 	(i)	the
    Unit Shares and, if applicable, the Warrant Shares are “restricted securities” as defined in Rule 144 under
    the U.S. Securities Act and agrees that if it decides to offer, sell or otherwise transfer any of the Purchased Securities,
    such Unit Shares and, if applicable, Warrant Shares, may be offered, sold or otherwise transferred only (A) to the Corporation,
    (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, (C) inside the United
    States (1) to a qualified institutional buyer in compliance with Rule 144A under the U.S. Securities Act or (2) pursuant to
    an exemption from registration provided by Rule 144 under the U.S. Securities Act or any other available exemption from the
    registration requirements of the U.S. Securities Act, or (D) pursuant to an effective registration statement under the U.S.
    Securities Act, and in each case in accordance with any applicable state securities laws in the United States or securities
    laws of any other applicable jurisdictions; and
	 	 	 
	 	(ii)	upon
    the original issuance thereof, and until it is no longer required under applicable requirements of the U.S. Securities Act
    or applicable state securities laws, all certificates representing the Unit Shares and, if applicable, the certificates representing
    the Warrant Shares, shall bear on the face of such certificates, a legend in substantially the following form:
	 	 	 
	 	 	“THE
    SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
    SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
    THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,
    (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED
    STATES (1) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO
    AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
    REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S.
    SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECURITIES
    LAWS OF ANY OTHER APPLICABLE JURISDICTIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
    SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE
    “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION UPON DELIVERY OF THIS
    CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION
    AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE
    904 OF REGULATION S UNDER THE U.S. SECURITIES ACT”;


 




    	 



    	- 13 -



    

 


	 	provided,
    that, if the Unit Shares and, if applicable, the Warrant Shares are being sold outside the United States in accordance with
    Rule 904 of Regulation S under the U.S. Securities Act, and the Issuer is at the time of such sale a “foreign issuer”
    within the meaning of Regulation S under the U.S. Securities Act, the legend may be removed by providing a declaration to
    the Corporation’s transfer agent in the form attached as Appendix “A” to Schedule “B”, or in
    such other form as the Corporation or its transfer agent may from time to time prescribe; and provided further, that, if any
    such Unit Shares or, if applicable, Warrant Shares are being sold inside the United States pursuant to an exemption from registration
    provided by Rule 144 under the U.S. Securities Act or any other available exemption from the registration requirements of
    the U.S. Securities Act, the legend may be removed by delivery to the Corporation and its transfer agent of an opinion of
    counsel, of recognized standing reasonably satisfactory to the Issuer, to the effect that such legend is no longer required
    under applicable requirements of the U.S. Securities Act or state securities laws; and


 


	 	(c)	You
    also acknowledge that the Warrant Certificate will bear the following legend:


 


	 	“THE
    SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
    THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE LAWS OF ANY STATE
    OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH
    SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
    IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND
    REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144
    THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE
    SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE
    STATE SECURITIES LAWS AND, IN THE CASE OF (C)(1) AND (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF
    COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO
    SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON
    STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”,
    MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
    DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT
    THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S.
    SECURITIES ACT”.	 


 




    	 



    	- 14 -



    

 


	 	(d)	Provided
    that a declaration to the Corporation’s transfer agent in the form attached as Appendix “A” to Schedule
    “B”, or in such other form as the Corporation or its transfer agent may from time to time prescribe; and provided
    further, that, if any such Unit Shares or, if applicable, Warrant Shares are being sold inside the United States pursuant
    to an exemption from registration provided by Rule 144 under the U.S. Securities Act or any other available exemption from
    the registration requirements of the U.S. Securities Act, the Corporation agrees that it shall cause its counsel to issue
    a legal opinion with respect to the legend removal referenced in subsection 5(b)(ii) and shall pay all associated fees up
    to a maximum of $500.00 for legal counsel and up to a maximum of $500.00 for its transfer agent.


 


	6.	Representations
    and Warranties of the Corporation


 


The
Corporation hereby represents and warrants to the Subscriber (which representations and warranties will be true and correct as
of the Closing Date and shall survive Closing) as follows and acknowledges and confirms that the Subscriber is relying upon each
of such representations and warranties in entering into this Agreement and completing the transactions contemplated herein:


 


	 	(a)	Incorporation
    and Organization: The Corporation has been incorporated and organized and is a valid and subsisting corporation under
    the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to carry on its business
    as now conducted or proposed to be conducted and to own or lease and operate the property and assets thereof and the Corporation
    has all requisite corporate power and authority to enter into, execute and deliver this Agreement and the Warrant Certificates
    and to carry out the obligations thereof hereunder and thereunder.
	 	 	 
	 	(b)	Authorized
    Capital: The Corporation is authorized to issue, among other things, an unlimited number of Common Shares, of which, as
    of February 7, 2018, approximately 112,463,003 Common Shares were issued and outstanding as fully paid and non-assessable
    shares.
	 	 	 
	 	(c)	Listing:
    The Common Shares are, and at the time of issue of the Purchased Securities will be, listed on the Stock Exchange and the
    Subject Shares will, at the time of issue of the Purchased Securities, have been conditionally listed on the Stock Exchange.
	 	 	 
	 	(d)	Purchased
    Securities: The execution of this Agreement and the issue by the Corporation to the Subscriber of the Purchased Securities
    will be exempt from the registration and prospectus requirements of the applicable Securities Laws.
	 	 	 
	 	(e)	Issue
    of Purchased Securities: All necessary corporate action has been taken to authorize the issue and sale of, and the delivery
    of certificates representing, the Purchased Securities and, upon payment of the requisite consideration therefor, the Unit
    Shares will be validly issued as fully paid and non-assessable shares and the Warrants will be validly issued and, upon the
    issue thereof, the Warrant Shares will be validly issued as fully paid and non-assessable shares.


 




    	 



    	- 15 -



    

 


	 	(f)	Authority
    and Authorization: The Corporation has full corporate power and authority to enter into this Agreement and the Warrant
    Certificates and to do all acts and things and execute and deliver all documents as are required hereunder and thereunder
    to be done, observed, performed or executed and delivered by it in accordance with the terms hereof and thereof and the Corporation
    has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the Warrant
    Certificates and to observe and perform the provisions of this Agreement and the Warrant Certificates in accordance with the
    provisions hereof and thereof including, without limitation, the issue of the Purchased Securities to the Subscriber for the
    consideration and upon the terms and conditions set forth herein and the issue of the Warrant Shares for the consideration
    and upon the terms and conditions set forth in the Warrant Certificates.
	 	 	 
	 	(g)	Validity
    and Enforceability: This Agreement has been authorized, executed and delivered by the Corporation and constitutes a valid
    and legally binding obligation of the Corporation enforceable against the Corporation in accordance with the terms thereof
    and upon being executed and delivered the Warrant Certificates will constitute a valid and legally binding obligation of the
    Corporation enforceable against the Corporation in accordance with the terms thereof.
	 	 	 
	 	(h)	Insolvency:
    The Corporation has not committed an act of bankruptcy or sought protection from the creditors thereof before any court or
    pursuant to any legislation, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding
    with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding
    to have a receiver appointed of any of the assets thereof, had any Person holding any encumbrance, lien, charge, hypothec,
    pledge, mortgage, title retention agreement or other security interest or receiver take possession of any of the property
    thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition
    for a receiving order in bankruptcy filed against it.
	 	 	 
	 	(i)	Material
    Fact or Material Change: There is no “material fact” or “material change” (as those
    terms are defined in the applicable Securities Laws) related to the Corporation that has not been generally disclosed.
	 	 	 
	 	(j)	Certain
    Securities Law Matters: The Corporation is a reporting issuer only in the Reporting Provinces and the Common Shares are
    not registered under the Securities Exchange Act of 1934 (United States), as amended.


 


	7.	General


 


	 	(a)	Headings:
    The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only
    and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”,
    “hereunder”, “herein” and similar expressions refer to this Agreement and not to any particular article,
    section or other portion hereof and include any agreement supplemental thereto and any exhibits attached hereto. Unless something
    in the subject matter or context is inconsistent therewith, reference herein to articles, sections and paragraphs are to articles,
    sections, subsections and paragraphs of this Agreement.


 




    	 



    	- 16 -



    

 


	 	(b)	Number
    and Gender: Words importing the singular number only shall include the plural and vice versa, and words importing
    the masculine gender shall include the feminine gender and neuter and vice versa.
	 	 	 
	 	(c)	Severability:
    If one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect under
    any applicable law, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or impaired
    thereby. Each of the provisions of this Agreement is hereby declared to be separate and distinct.
	 	 	 
	 	(d)	Notices:
    All notices or other communications to be given hereunder shall be delivered by hand or by facsimile, and if delivered by
    hand, shall be deemed to have been given on the date of delivery or, if sent by facsimile, shall be deemed to have been given
    on the date of transmission if sent before 5:00 p.m. (Toronto time) and such day is a Business Day or, if not, on the first
    Business Day following the date of transmission.
	 	 	 
	 	(e)	Notices
    to the Corporation shall be addressed to:


 


	 	BriaCell
    Therapeutics Corp.
	 	3rd
    Floor Bellevue Center
	 	235-15th
    Street
	 	West
    Vancouver, British Columbia V7T 2X1
	 	Canada


 


	 	Attention:
    	Rahoul
    Sharan
	 	Facsimile:	(604)
    921-1898
	 	Email:	rahoulsharan@gmail.com



 


	 	with
    a copy (which shall not constitute notice) to:
	 	 
	 	Bennett
    Jones LLP
	 	3400
    One First Canadian Place
	 	P.O.
    Box 130
	 	Toronto,
    Ontario, M5X 1A4



 


	 	Attention:
    	Aaron
    Sonshine, Partner
	 	Facsimile:	416-863-1716
	 	Email:	sonshinea@bennettjones.com


 


	 	Notices
    to the Subscriber shall be addressed to the address of the Subscriber set out on the execution pages hereof.
	 	 
	 	Either
    the Corporation or the Subscriber may change its address for service aforesaid by notice in writing to the other party hereto
    specifying its new address for service hereunder.


 


	 	(f)	Further
    Assurances: Each party hereto shall from time to time at the request of the other party hereto do such further acts and
    execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform
    and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance
    of their respective obligations hereunder.


 




    	 



    	- 17 -



    

 


	 	(g)	Successors
    and Assigns: Except as otherwise provided, this Agreement shall enure to the benefit of and shall be binding upon the
    parties hereto and their respective successors and permitted assigns.
	 	 	 
	 	(h)	Entire
    Agreement: The terms of this Agreement express and constitute the entire agreement between the parties hereto with respect
    to the subject matter hereof and no implied term or liability of any kind is created or shall arise by reason of anything
    in this Agreement.
	 	 	 
	 	(i)	Time
    of Essence: Time is of the essence of this Agreement.
	 	 	 
	 	(j)	Amendments:
    The provisions of this Agreement may only be amended with the written consent of all of the parties hereto.
	 	 	 
	 	(k)	Survival:
    Notwithstanding any other provision of this Agreement, the representations, warranties, covenants and indemnities of or by
    the Corporation contained herein or in any certificate, document or instrument delivered pursuant hereto shall survive the
    completion of the transactions contemplated by this Agreement.
	 	 	 
	 	(l)	Governing
    Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia
    and the laws of Canada applicable therein and the parties hereto irrevocably attorn to the jurisdiction of the courts of the
    Province of British Columbia.
	 	 	 
	 	(m)	Counterparts:
    This Agreement may be executed in two or more counterparts which when taken together shall constitute one and the same agreement.
    Delivery of counterparts may be effected by facsimile or portable document format (“PDF”) transmission
    thereof.


 


If
the foregoing is in accordance with your understanding, please sign and return this Agreement together with the other required
documents signifying your agreement to purchase the Purchased Securities.


 




    	 



    	 



    

 


EXECUTION
PAGES


 


	TO:	BRIACELL
    THERAPEUTICS CORP.


 


The
undersigned hereby accepts the foregoing and agrees to be bound by the terms set forth herein and, without limitation, agrees
that you may rely upon the covenants, representations and warranties of the undersigned contained herein.


 


DATED as of this _____
day of _______________, 2018.


 


	Number
    of Units to be purchased at $0.10 each:	 	 
	 	 	 
	Aggregate
    Purchase Price:	 	$	           
	 	 	 	 
	Name
    (full legal name of Subscriber) and Residential Address of Subscriber:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(residential
    address, including postal code)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(telephone
    number)
	 	 	 
	 	 	 
	 	 	 
	 	 	(facsimile
    number)
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	(signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	(If
    person named above is not an individual, please print the name of the individual whose signature appears above and provide
    official capacity below)
	 	 	 
	 	 	 
	 	 	 
	 	 	(official
    capacity, if applicable)


 




    	 



    	- 2 -



    

 


If
you are signing this Agreement as agent for a beneficial purchaser and are not a trust company, trust corporation or portfolio
manager deemed to be purchasing as principal under NI 45-106, please provide the following information for each beneficial purchaser:


 


	 	 
	 	(full
    legal name of beneficial purchaser)
	 	 
	 	 
	 	(residential
    address and telephone number of beneficial purchaser)
	 	 
	 	 


 




    	 



    	 



    

 


The
above-mentioned subscription is hereby accepted by BriaCell Therapeutics Corp.


 


DATED
as of this _____ day of _______________, 2018.


 


	 	BRIACELL
    THERAPEUTICS CORP.
	 	 	 
	 	By:	 
	 	 	Authorized
    Signing Officer


 




    	 



    	 



    

 


Schedule
A


 


INFORMATION
SHEET


 


Information
to be completed by the Subscriber:


 





	A.	Registration
    Form


 


	The
    Subscriber, if not an individual, either [check appropriate box]:
	 	 
	[  ]	has
    previously filed with the TSX Venture Exchange (the “Exchange”) a Form 4C, Corporate Placee Registration
    Form, represents and warrants that there has been no change to any of the information in the Corporate Placee Registration
    Form previously filed with the Exchange up to the date hereof; or
	 	 
	[  ]	hereby
    delivers a completed Form 4C, Corporate Placee Registration Form, in the form attached as Appendix A to this Schedule B to
    the Corporation for filing with the Exchange.


 


	B.	Present
    Ownership of Securities


 


	The
    Subscriber either [check appropriate box]:
	 	 
	[  ]	does
    not own, directly or indirectly, or exercise control or direction over, any common shares of the Corporation or securities
    convertible into common shares of the Corporation; or
	 	 
	[  ]	owns,
    directly or indirectly, or exercises control or direction over, ____________ outstanding common shares of the Corporation
    and convertible securities entitling the Subscriber to acquire additional common shares of the Corporation which, if converted,
    in the aggregate would represent ______________ common shares of the Corporation.


 


	C.	Insider
    Status


 


	The
    Subscriber either [check appropriate box]:
	 	 
	[  ]	is
    an “Insider” of the Corporation as defined in the policies of the Exchange:


 


	 	(a)	a
    director or senior officer of the Corporation;
	 	(b)	a
    director or senior officer of a company that is itself an insider or subsidiary of the Corporation;
	 	(c)	a
    person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10%
    of the voting rights attached to all outstanding voting shares of the Corporation; or
	 	(d)	the
    Corporation itself if it holds any of its own securities.


 


	[  ]	is
    not an Insider of the Corporation.


 









    	 



    	A - 2 



    

 





	D.	Member
    of “Pro Group”
	 	 	 	 
	The Subscriber either [check appropriate box]:
	 	 	 	 
	[  ]	 is a Member of the “Pro Group” as defined in the Rules of the Exchange, as follows:
	 	 	 	 
	 	(a)	subject
    to subparagraphs (b), (c) and (d), either individually or as a group:
	 	 	 	 
	 	 	(i)	the
    member (i.e. a member of the TSX Venture Exchange under the Exchange requirements);
	 	 	 	 
	 	 	(ii)	employees
    of the member;
	 	 	 	 
	 	 	(iii)	partners,
    officers or directors of the member;
	 	 	 	 
	 	 	(iv)	affiliates
    of the member; and
	 	 	 	 
	 	 	(v)	associates
    of any parties referred to in subparagraphs (i) through (iv);
	 	 	 	 
	 	(b)	the
    Exchange may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where
    the Exchange determines that the person is not acting at arm’s length to the member;
	 	 	 	 
	 	(c)	the
    Exchange may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the
    Exchange determines that the person is acting at arm’s length of the member;
	 	 	 	 
	 	(d)	the
    Exchange may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (a) to be excluded from
    the Pro Group where the Exchange determines that:
	 	 	 	 
	 	 	(i)	the
    person is an affiliate or associate of the member acting at arm’s length of the member;
	 	 	 	 
	 	 	(ii)	the
    associate or affiliate has a separate corporate and reporting structure;
	 	 	 	 
	 	 	(iii)	there
    are sufficient controls on information flowing between the member and the associate or affiliate; and
	 	 	 	 
	 	 	(iv)	the
    member maintains a list of such excluded persons; or
	 	 	 	 
	[  ]	is
    not a member of the Pro Group.




 




    	 



    	 



    

 


Appendix
A to Schedule A


 


FORM
4C

CORPORATE PLACEE REGISTRATION FORM


 


This
Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the “Placee”)
need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates.
If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further
placements with Exchange listed issuers. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer,
Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with
the Exchange.


 


	1.	Placee
    Information.
	 	 	 
	 	(a)	Name: ____________________________________________________________________________
	 	 	 
	 	(b)	Complete
    Address: ___________________________________________________________________
	 	 	 
	 	(c)	Jurisdiction
    of Incorporation or Creation: __________________________________________________
	 	 	 
	2.	 
	 	 	 
	 	(a)	Is
    the Placee purchasing securities as a portfolio manager (Yes/No)? _____________________________
	 	 	 
	 	(b)	Is
    the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)? _______________
	 	 	 
	3.	If
    the answer to 2(b) above was “Yes”, the undersigned certifies that:
	 	 	 
	 	(a)	It
    is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase
    the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s
    express consent to a transaction;
	 	 	 
	 	(b)	it
    carries on the business of managing the investment portfolios of clients through discretionary authority granted by those
    clients (a “portfolio manager” business) in _________________ [jurisdiction], and it is permitted
    by law to carry on a portfolio manager business in that jurisdiction;
	 	 	 
	 	(c)	it
    was not created solely or primarily for the purpose of purchasing securities of the Issuer;
	 	 	 
	 	(d)	the
    total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and
	 	 	 
	 	(e)	it
    has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the
    persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts
    for which it is purchasing.


 




    	 



    	App. A Sch. A - 2 



    

 


	4.	If
    the answer to 2(a). above was “No”, please print the names and addresses of Control Persons of the Placee:


 


	Name*	 	City	 	Province
    or State	 	Country
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


*
If the Control Person is not an individual, provide the name of the individual that makes the investment decisions on behalf of
the Control Person.


 


	5.	Acknowledgement
    - Personal Information and Securities Laws
	 	 	 
	 	(a)	“Personal
    Information” means any information about an identifiable individual, and includes information contained in sections
    1, 2 and 4, as applicable, of this Form.
	 	 	 
	 	The
    undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:


 


	 	(i)	the
    disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and
	 	 	 
	 	(ii)	the
    collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise
    identified by the Exchange, from time to time.


 


The
undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the
filing of insider reports and reports of acquisitions.


 


Dated
and certified (if applicable), acknowledged and agreed, at ________________________ on _______________________________.


 


	 	 
	 	(Name
    of Purchaser - please print)
	 	 
	 	 
	 	(Authorized
    Signature)
	 	 
	 	 
	 	(Official
    Capacity - please print)
	 	 
	 	 
	 	(Please
    print name of individual whose signature appears above)


 


THIS
IS NOT A PUBLIC DOCUMENT


 




    	 



    	 



    

 


Schedule
B


 


REGISTRATION
AND DELIVERY INSTRUCTIONS


 


	1.	Delivery:
    Please deliver the certificates representing the Purchased Securities to:
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Account
    reference, if applicable
	 	 
	 	 
	 	Contact
    name
	 	 
	 	 
	 	Address,
    including postal code
	 	 
	 	 
	 	Telephone
    number
	 	 
	2.	Registration:
    The certificates representing the Purchased Securities which are to be delivered at Closing should be registered as follows:
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Account
    reference, if applicable
	 	 
	 	 
	 	Address,
    including postal code


 


Words
and terms herein with the initial letter or letters thereof capitalized and defined in the Agreement shall have the meanings given
to such capitalized words and terms in the Agreement.


 




    	 



    	 



    

 


Schedule
C


 


ACCREDITED
INVESTOR CERTIFICATE


 


	TO:	BRIACELL
    THERAPEUTICS CORP.


 


In
connection with the purchase of Units (the “Purchased Securities”) of BriaCell Therapeutics Corp. (the “Corporation”),
the undersigned hereby represents, warrants and certifies to the Corporation (and acknowledges that the Corporation and its counsel
are relying thereon) that:


 


	ALL
    SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION
	 
	1.	the
    Subscriber is purchasing the Purchased Securities as principal or is deemed under National Instrument 45-106 - Prospectus
    Exemptions of the Canadian Securities Administrators (“NI 45-106”) to be purchasing the Purchased Securities
    as principal; and 
	 	 
	2.	the
    Subscriber is an “accredited investor” within the meaning of NI 45-106 by virtue of satisfying the indicated
    criterion as set out in Appendix “A” to this certificate (THE SUBSCRIBER MUST ALSO INITIAL OR PLACE A CHECK-MARK
    ON THE APPROPRIATE LINE IN APPENDIX A ATTACHED TO THIS CERTIFICATE); and
	 	 
	3.	upon
    execution of this Schedule “C” by the Subscriber, this Schedule “C” shall be incorporated into and
    form part of the Subscription Agreement to which this Schedule “C” is attached. 


 


The
above representations and warranties will be true and correct both as of the execution of this certificate and as of the closing
time of the purchase and sale of the Purchased Securities and the undersigned acknowledges that they will survive the completion
of the issue of the Purchased Securities.


 


The
undersigned acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they
be relied upon in determining the suitability of the Subscriber as a purchaser of the Purchased Securities and that this certificate
is incorporated into and forms part of the Subscription Agreement for the Purchased Securities and the undersigned undertakes
to immediately notify the Corporation of any change in any statement or other information relating to the Subscriber set forth
herein which takes place prior to the closing time of the purchase and sale of the Purchased Securities.


 


[Signature
page follows]


 


Dated:
____________________, 2018.


 


	 	 	 
	 	 	Print
    name of Purchaser (or person signing as agent)
	 	 	 
	 	By:	 
	 	 	Signature
	 	 	 
	 	 	Title
	 	 	 
	 	 	(please
    print name of individual whose signature appears above, if different from name of Purchaser or agent printed above)


 




    	 



    	 



    

 


Appendix
“A” to Schedule C


 


Accredited
Investor - (defined in NI 45-106) means:


 





	(a)	(i)	except
        in Ontario, a Canadian financial institution, or a Schedule III bank; or

         

        
	[  ]
	 	 	 	 
	 	(ii)	 in Ontario, a financial institution that is (A) a bank listed in Schedule I, II or III of the Bank Act (Canada); (B) an
        association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society
        for which an order has been made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, trust
        corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit
        union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario,
        as the case may be;	 



 


	(b)	the
    Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);	[  ]
	(c)	a
    subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary,
    except the voting securities required by law to be owned by directors of that subsidiary;	[  ]
	(d)	a
    person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser
    or dealer (or in Ontario, except as otherwise prescribed by the regulations under the Securities Act (Ontario));	[  ]
	(e)	an
    individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred
    to in paragraph (d);	[  ]
	(e.1)	an
    individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly
    registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario)
    or the Securities Act (Newfoundland and Labrador);	[  ]
	(f)	the
    Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government
    of Canada or a jurisdiction of Canada;	[  ]
	(g)	a
    municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion
    de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;	[  ]
	(h)	any
    national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency
    of that government;	[  ]
	(i)	a
    pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission
    or similar regulatory authority of a jurisdiction of Canada;	[  ]
	(j)	an
    individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that
    before taxes, but net of any related liabilities, exceeds $1,000,000; [The Subscriber is required to complete and sign
    Appendix “B” to Schedule D.] 	[  ]
	(j.1)	an
    individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related
    liabilities, exceeds $5,000,000;	[  ]
	(k)	an
    individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income
    before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either
    case, reasonably expects to exceed that net income level in the current calendar year; [The Subscriber is required to
    complete and sign Appendix “B” to Schedule D.]	[  ]
	(l)	an
    individual who, either alone or with a spouse, has net assets of at least $5,000,000; [The Subscriber is required to
    complete and sign Appendix “B” to Schedule D.]	[  ]
	(m)	a
    person, other than an individual or an investment fund, that has net assets of at least $5,000,000 as shown on its most recently
    prepared financial statements;	[  ]
	(n)	an
    investment fund that distributes or has distributed its securities only to:	[  ]


 


	 	(i)	a
    person that is or was an accredited investor at the time of the distribution;	 
	 	 	 	 
	 	(ii)	a
    person that acquires or acquired securities in the circumstances referred to in sections 2.10 (Minimum amount investment),
    or 2.19 (Additional investment in investment funds) of NI 45-106; or	 
	 	 	 	 
	 	(iii)	a
    person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment fund reinvestment)
    of NI 45-106;	 


 




    	 



    	App. A Sch. C - 2 



    

 


	(o)	an
    investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the
    regulator or, in Québec, the securities regulatory authority, has issued a receipt;	[  ]
	(p)	a
    trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act
    (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
    fully managed account managed by the trust company or trust corporation, as the case may be;	[  ]
	(q)	a
    person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry
    on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;	[  ]
	(r)	a
    registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility
    adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice
    on the securities being traded;	[  ]
	(s)	an
    entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or
    paragraph (i) in form and function;	[  ]
	(t)	a
    person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required
    by law to be owned by directors, are persons that are accredited investors;	[  ]
	(u)	an
    investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;	[  ]
	(v)	a
    person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the
    regulator as an accredited investor; or	[  ]
	(w)	a
    trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority
    of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former
    spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor,
    of that accredited investor’s spouse or of that accredited investor’s former spouse.	[  ]
	(x)	in
        Ontario, such other persons or companies as may be prescribed by the regulations under the Securities Act (Ontario).

         

        ***If
        checking this category (x), please provide a description of how this requirement is met.
	[  ]


 


	NOTE:	The
    investor must initial or place a check-mark beside the portion of the above definition applicable to the investor and, if
    the investor has placed a check mark beside any of (j), (k) or (l), the investor must also complete sign and return the Form
    45-106F9 - Form for Individual Accredited Investors attached as Appendix “B” to this Schedule C.


 


For
the purposes hereof:


 


	(i)	“Canadian
    financial institution” means
	 	 
	 	(i)	an
    association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for
    which an order has been made under section 473(1) of the Cooperative Credit Associations Act (Canada), or
	 	 	 
	 	(ii)	a
    bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire,
    financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of
    Canada to carry on business in Canada or a jurisdiction of Canada;
	 	 	 
	(ii)	“control
    person” has the meaning ascribed to that term in securities legislation except in Manitoba, Ontario, Québec,
    Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories and Nunavut where “control person”
    means any person that holds or is one of a combination of persons that hold
	 	 
	 	(i)	a
    sufficient number of any of the securities of an issuer so as to affect materially the control of the issuer, or
	 	 	 
	 	(ii)	more
    than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holding of those
    securities does not affect materially the control of that issuer;


 




    	 



    	App. A Sch. C - 3 



    

 


	(iii)	“eligibility
    adviser” means
	 	 
	 	(i)	a
    person that is registered as an Investment Dealer or in an equivalent category of registration under the securities legislation
    of the jurisdiction of a purchaser and authorized to give advice with respect to the type of security being distributed, and
	 	 	 
	 	(ii)	in
    Saskatchewan or Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction
    of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants,
    certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or
    public accountant must not:
	 	 	 
	 	 	(A)	have
    a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or
    control persons, and
	 	 	 	 
	 	 	(B)	have
    acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a
    person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control
    persons within the previous 12 months;
	 	 	 	 
	(iv)	“executive
    officer” means, for an issuer, an individual who is
	 	 
	 	(i)	a
    chair, vice-chair or president,
	 	 	 
	 	(ii)	a
    vice-president in charge of a principal business unit, division or function including sales, finance or production,
	 	 	 
	 	(iii)	an
    officer of the issuer or any of its subsidiaries and who performs a policy-making function in respect of the issuer, or
	 	 	 
	 	(iv)	performing
    a policy-making function in respect of the issuer;
	 	 	 
	(v)	“financial
    assets” means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an evidence of a deposit
    that is not a security for the purposes of securities legislation;
	 	 
	(vi)	“founder”
    means, in respect of an issuer, a person who,
	 	 
	 	(i)	acting
    alone, in conjunction or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing
    or substantially reorganizing the business of the issuer, and
	 	 	 
	 	(ii)	at
    the time of the trade is actively involved in the business of the issuer;
	 	 	 
	(vii)	“fully
    managed account” means an account of a client for which a person makes the investment decisions if that person
    has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;
	 	 
	(viii)	“investment
    fund” has the meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;
	 	 
	(ix)	“person”
    includes 
	 	 
	 	(i)	an
    individual, 
	 	 	 
	 	(ii)	a
    corporation,
	 	 	 
	 	(iii)	a
    partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated
    or not, and
	 	 	 
	 	(iv)	an
    individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal
    representative; 


 




    	 



    	App. A Sch. C - 4 



    

 


	(x)	“related
    liabilities” means 
	 	 
	 	(i)	liabilities
    incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
	 	 	 
	 	(ii)	liabilities
    that are secured by financial assets.
	 	 	 
	(xi)	“spouse”
    means, an individual who, 
	 	 
	 	(i)	is
    married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada),
    from the other individual, 
	 	 	 
	 	(ii)	is
    living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals
    of the same gender, or
	 	 	 
	 	(iii)	in
    Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an adult interdependent partner within
    the meaning of the Adult Interdependent Relationships Act (Alberta); and
	 	 	 
	(xii)	“subsidiary”
    means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary;


 


Affiliated
Entities and Control 


 


	1.	An
    issuer is considered to be an affiliate of another issuer if one of them is the subsidiary of the other, or if each of them
    is controlled by the same person.
	 	 
	2.	A
    person (first person) is considered to control another person (second person) if


 


	 	(a)	the
    first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person
    carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person,
    unless the first person holds the voting securities only to secure an obligation,
	 	 	 
	 	(b)	the
    second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests
    in the partnership, or
	 	 	 
	 	(c)	the
    second person is a limited partnership and the general partner of the limited partnership is the first person.


 


All
monetary references are in Canadian dollars








    	 



    	 



    

 


Appendix
“B” to Schedule C


 


Form
45-106F9


 


Form
for Individual Accredited Investors


 


	WARNING!

         

        This
        investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.



 


	SECTION
    1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	1.
    About your investment
	Type
    of securities: Units	Issuer:
    BriaCell Therapeutics Corp.
	Purchased
    from: Issuer
	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.
    Risk acknowledgement
	This
    investment is risky. Initial that you understand that:	Your
    initials
	Risk
    of loss – You could lose your entire investment of $____________________. [Instruction: Insert the total dollar
    amount of the investment.]	 
	Liquidity
    risk – You may not be able to sell your investment quickly – or at all.	 
	Lack
    of information – You may receive little or no information about your investment.	 
	Lack
    of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless
    the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making
    this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.
    Accredited investor status
	You
    must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to
    you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet
    the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions
    about whether you meet these criteria.	Your
    initials
	●
    Your     net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be
    more than     $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax
    return.)	 
	●
    Your     net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent
    calendar years,     and you expect your combined net income before taxes to be more than $300,000 in the current calendar
    year.	 
	●
    Either     alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related
    to the     cash and securities.	 
	●
    Either     alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets
    (including     real estate) minus your total debt.)	 
	 	 	 







    	 



    	App. B Sch. C - 2 



    

 


	4.
    Your name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and last name (please print):
	Signature:	Date:
	SECTION
    5 TO BE COMPLETED BY THE SALESPERSON
	5.
    Salesperson information
	[Instruction:
    The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
    That could include a representative of the issuer or selling securityholder, a registrant or a person who is exempt from the
    registration requirement.]
	First
    and last name of salesperson (please print): 
	Telephone:
    	Email:
    
	Name
    of firm (if registered): 
	SECTION
    6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	6.
    For more information about this investment
	BriaCell
        Therapeutics Corp.

        3rd
Floor Bellevue Center

        235-15th
Street

        West
Vancouver, British Columbia V7T 2X1

        Canada

         

        Attention:
              Rahoul Sharan, Chief Executive Officer

        Facsimile:        (604)
        921-1898

        Email:               rahoulsharan@gmail.com

         

        For
        more information about prospectus exemptions, contact your local securities regulator. You can find contact information
        at www.securities-administrators.ca.

	 	 	 







    	 



    	 



    

 


Schedule
D


 


CERTIFICATION
OF U.S. PURCHASER


 


	TO:	BRIACELL
    THERAPEUTICS CORP. (the “Issuer”)
	 	 
	RE:	SUBSCRIPTION
    FOR SECURITIES OF THE ISSUER


 


Capitalized
terms not specifically defined in this certification have the meaning ascribed to them in the Subscription Agreement to which
this Schedule D is attached. In the event of a conflict between the terms of this certification and such Subscription Agreement,
the terms of this certification shall prevail.


 


In
addition to the covenants, representations and warranties contained in the Subscription Agreement to which this Schedule E is
attached, the undersigned Subscriber covenants, represents and warrants to the Issuer that:


 


	(a)	It
    is (i) a U.S. Person or a person in the United States and (ii) authorized to consummate the purchase of the Purchased Securities.
	 	 
	(b)	The
    Issuer has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the
    offering and it has had access to such information concerning the Issuer as it has considered necessary or appropriate in
    connection with its investment decision to acquire the Purchased Securities, including access to the Issuer’s public
    filings available on the Internet at www.sedar.com, and that any answers to questions and any request for information have
    been complied with to the Subscriber’s satisfaction.
	 	 
	(c)	It
    is purchasing the Purchased Securities for its own account or for the account or benefit of one or more persons for whom it
    is exercising sole investment discretion (a “Beneficial Purchaser”), for investment purposes only and not
    with a view to resale or distribution and, in particular, neither it nor any Beneficial Purchaser for whose account it is
    purchasing the Purchased Securities has any intention to distribute either directly or indirectly any of the Securities in
    the United States or to U.S. Persons; provided, however, that this paragraph shall not restrict the Subscriber from selling
    or otherwise disposing of any of the Securities pursuant to registration thereof pursuant to the 1933 Act and any applicable
    state securities laws or under an exemption from such registration requirements.
	 	 
	(d)	The
    address of the Subscriber set out on the execution pages of the Subscription Agreement is the true and correct principal address
    of the Subscriber and can be relied on by the Issuer for the purposes of state blue-sky laws and the Subscriber has not been
    formed for the specific purpose of purchasing the Securities.
	 	 
	(e)	It
    understands (i) the Securities and any Warrant Shares issuable upon exercise of the Warrants have not been and will not be
    registered under the 1933 Act or the securities laws of any state of the United States and will be “restricted securities”,
    as defined in Rule 144 under the 1933 Act; (ii) the sale contemplated hereby is being made in reliance on an exemption from
    such registration requirements in reliance upon Rule 506(b) of Regulation D and/or section 4(a)(2) under the 1933 Act; and
    (iii) subject to certain exceptions provided under the 1933 Act, the Purchased Securities and the Warrant Shares may not be
    transferred or exercised in the United States or by or on behalf of a U.S. Person unless such Securities or the Warrant Shares,
    as applicable, are registered under the 1933 Act and applicable state securities laws, or unless an exemption from such registration
    requirements is available.
	 	 
	(f)	it,
    and, if applicable, each Beneficial Purchaser for whose account it is purchasing the Securities, is an accredited investor
    as defined in Rule 501(a) of Regulation D under the 1933 Act and satisfies one or more of the categories of an accredited
    investor, as indicated below (the Subscriber must initial “SUB” for the Subscriber, and “BP” for
    each Beneficial Purchaser, if any, on the appropriate line(s)):


 


	 	1.

        Initials
        _______
	A
    bank, as defined in Section 3(a)(2) of the 1933 Act, whether acting in its individual or fiduciary capacity; or


 




    	 



    	D - 2 



    

 


	 	2.

    Initials _______	A
    savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its
    individual or fiduciary capacity; or
	 	 	 
	 	3.

    Initials _______	A
    broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934; or
	 	 	 
	 	4.

    Initials _______	An
    insurance company as defined in Section 2(13) of the 1933 Act; or
	 	 	 
	 	5.

    Initials _______	An
    investment company registered under the United States Investment Company Act of 1940; or
	 	 	 
	 	6.

    Initials _______	A
    business development company as defined in Section 2(a)(48) of the United States Investment Company Act of 1940; or
	 	 	 
	 	7.

    Initials _______	A
    small business investment company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the United
    States Small Business Investment Act of 1958; or
	 	 	 
	 	8.

    Initials _______	A
    plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its
    political subdivisions, for the benefit of its employees, with total assets in excess of US$5,000,000; or
	 	 	 
	 	9.

    Initials _______	An
    employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 in which
    the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings
    and loan association, insurance company or registered investment adviser, or an employee benefit plan with total assets in
    excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;
    or
	 	 	 
	 	10.

    Initials _______	A
    private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940;
    or
	 	 	 
	 	11.

    Initials _______	An
    organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts
    or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Securities offered, with
    total assets in excess of US$5,000,000; or
	 	 	 
	 	12.

    Initials _______	Any
    director or executive officer of the Issuer; or
	 	 	 
	 	13.

    Initials _______	A
    natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase
    exceeds US$1,000,000; provided, however, that (i) person’s primary residence shall not be included as an asset; (ii)
    indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary
    residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness
    outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a
    result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii)
    indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary
    residence at the time of the sale of securities shall be included as a liability; or
	 	 	 
	 	14.

    Initials _______ 	A
    natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with
    that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the
    same income level in the current year; or


 




    	 



    	D - 3 



    

 


	 	15.

    Initials _______	A
    trust, with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Securities offered,
    whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act; or
	 	 	 
	 	16.

    Initials _______ 	Any
    entity in which all of the equity owners meet the requirements of at least one of the above categories.


 


	(g)	The
    Subscriber has not purchased the Purchased Securities as a result of any form of general solicitation or general advertising
    (as those terms are used in Rule 502(c) of Regulation D under the 1933 Act), including advertisements, articles, notices or
    other communications published in any newspaper, magazine, the internet or similar media or broadcast over radio or television
    or the internet, or other form of telecommunications, including electronic display, or any seminar or meeting whose attendees
    have been invited by general solicitation or general advertising.
	 	 	 
	(h)	If
    the Subscriber decides to offer, sell or otherwise transfer any of the Purchased Securities or the Warrant Shares, it will
    not offer, sell or otherwise transfer any of such Securities directly or indirectly, unless:
	 	 	 
	 	(i)	the
    sale is to the Issuer;
	 	 	 
	 	(ii)	the
    sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933
    Act and in compliance with applicable local laws and regulations;
	 	 	 
	 	(iii)	the
    sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by (a) Rule 144 or (b)
    Rule 144A thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws;
    or
	 	 	 
	 	(iv)	the
    securities are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and
    regulations governing the offer and sale of securities,
	 	 	 
	 	and,
    in the case of each of (iii)(a) and (iv) it has prior to such sale furnished to the Issuer an opinion of counsel reasonably
    satisfactory to the Issuer stating that such transaction is exempt from registration under applicable securities laws and
    that the legends referred to in paragraph (j) below may be removed.
	 	 	 
	(i)	It
    acknowledges that it has not purchased the Purchased Securities as a result of, and will not itself engage in, any “directed
    selling efforts” (as defined in Rule 902(c) of Regulation S under the 1933 Act) in the United States in respect
    of the Purchased Securities which would include any activities undertaken for the purpose of, or that could reasonably be
    expected to have the effect of, conditioning the market in the United States for the resale of the Purchased Securities or
    the Warrant Shares.
	 	 	 
	(j)	The
    certificates representing the Unit Shares issued hereunder and any Warrant Shares issued upon exercise of the Warrants, as
    well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required
    under the applicable requirements of the 1933 Act or applicable state securities laws, will bear, on the face of such certificate,
    the following legends:


 


	 	“THE
    SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
    ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
    AGREES FOR THE BENEFIT OF BRIACELL THERAPEUTICS CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED,
    SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES, IN ACCORDANCE WITH RULE 904
    OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) PURSUANT TO THE EXEMPTION
    FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 UNDER THE 1933 ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE
    STATE SECURITIES LAWS; (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE
    STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, THE SELLER FURNISHES TO THE COMPANY
    AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.”


 




    	 



    	D - 4 



    

 


	 	provided,
    that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation
    S, the legends set forth above may be removed by providing an executed declaration to the registrar and transfer agent of
    the Corporation, in substantially the form set forth as Appendix A attached hereto (or in such other forms as the Corporation
    may prescribe from time to time) and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized
    standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such sale is being
    made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Common Shares, are being sold otherwise
    than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the registrar
    and transfer agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation,
    that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.It
    understands and agrees that the Warrants may not be exercised in the United States or by or on behalf of a U.S. person or
    a person in the United States unless registered under the 1933 Act and any applicable state securities laws or unless an exemption
    from such registration requirements is available and the holder has furnished an opinion of counsel of recognized standing
    in form and substance satisfactory to the Issuer to such effect, and that certificates representing the Warrants will bear
    a legend to the following effect in addition to the legend stated in clause (l) of this Certificate of U.S. Purchaser:
	 	 
	 	“THE
    SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
    THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
    SECURITIES ACT”), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
    BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED
    OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION
    S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION
    FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE 144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER,
    IF AVAILABLE, AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES
    NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF (C)(1)
    AND (D) ABOVE, AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR SUCH OTHER EVIDENCE
    IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
    “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND,
    DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE
    CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT
    AND REGISTRAR OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS
    BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”


 


	(k)	It
    understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, disposition or exercise
    of any of the Purchased Securities. The Issuer gives no opinion and makes no representation with respect to the tax consequences
    to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition
    of such Securities; in particular, no determination has been made whether the Issuer will be a “passive foreign investment
    company” within the meaning of Section 1297 of the United States Internal Revenue Code.
	 	 
	(l)	It
    understands and acknowledges that the Issuer is incorporated outside the United States. Consequently, it may be difficult
    to provide service of process on the Issuer and it may be difficult to enforce any judgment against the Issuer.


 




    	 



    	D - 5 



    

 


	(m)	It
    understands and agrees that the financial statements of the Issuer have been prepared in accordance with International Financial
    Reporting Standards and therefore may be materially different from financial statements prepared under U.S. generally accepted
    accounting principles and therefore may not be comparable to financial statements of United States companies.
	 	 
	(n)	It
    consents to the Issuer making a notation on its records or giving instructions to any transfer agent of the Issuer in order
    to implement the restrictions on transfer set forth and described in this certification and the Subscription Agreement.
	 	 
	(o)	It
    understands and acknowledges that the Issuer is not obligated to remain a “foreign issuer” (as defined
    in Rule 902(e) of Regulation S).
	 	 
	(p)	It
    understands, that the funds representing the Aggregate Purchase Price which will be advanced by the Subscriber to the Issuer
    hereunder will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate
    Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges
    that the Issuer may in the future be required by law to disclose the Subscriber’s name and other information relating
    to the subscription agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the
    PATRIOT Act. No portion of the Aggregate Purchase Price to be provided by the Subscriber (i) has been or will be derived from
    or related to any activity that is deemed criminal under the laws of the United States, or any other jurisdiction, or (ii)
    is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and it shall promptly
    notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and provide the Issuer with
    appropriate information in connection therewith.
	 	 
	(q)	It
    has no intention to distribute, and shall not transfer, either directly or indirectly, any of the Securities to any person
    within the United States or to U.S. persons except pursuant to an effective registration statement under the 1933 Act, or
    an exemption therefrom.


 


Dated
____________________, 2018.


 





	 	X	       
		Signature of individual (if Subscriber is an individual)
	 	 	 
	 	X	 
	 	Authorized
    signatory (if Subscriber is not an individual)
	 	 	 
	 	 
	 	Name of Subscriber (please print)
	 	 	 
	 	 
	 	Name of authorized signatory (please print)
	 	 	 
	 	 
	 	Official capacity of authorized signatory (please print)


 




    	 



    	 



    

 


Appendix
“A” to Schedule D


 


CERTIFICATE
OF U.S. PERSON


 


Form
of Declaration for Removal of Legend


 


	TO:	BRIACELL
    THERAPEUTICS CORP. (the “Corporation”)
	 	 
	TO:	Registrar
    and transfer agent for the shares of the Corporation


 


The
undersigned (A) acknowledges that the sale of the securities of the Corporation to which this declaration relates is being made
in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “1933
Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate”
of the Corporation (as that term is defined in Rule 405 under the 1933 Act) (b) a “distributor”
as defined in Regulation S or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a person in
the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller
and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was
executed on or through the facilities of the TSX Venture Exchange and neither the seller nor any person acting on its behalf knows
that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller
nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection
with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off”
the resale restrictions imposed because the securities are “restricted securities”
(as that term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not intend to replace such securities with
fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which,
although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.
S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the 1933 Act.


 





	DATED _______________ 20__	X	       
		Signature of individual (if Purchaser is an individual)
	 	 	 
	 	X	 
	 	Authorized
    signatory (if Purchaser is not an individual)
	 	 	 
	 	 
	 	Name of Purchaser (please print)
	 	 	 
	 	 
	 	Name of authorized signatory (please print)
	 	 	 
	 	 
	 	Official capacity of authorized signatory (please print)


 




    	 



    	 



    

 


Schedule
D


 


TERM
SHEET


 


See
attached.