Exhibit
10.32 


 





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


 


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


 


WARRANTS
TO PURCHASE

COMMON SHARES OF BRIACELL THERAPEUTICS CORP.


 


	Warrant
    Certificate Number: 	Number
    of Warrants:
	 	 
	2018
    March – FW[●]	[●]


 


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


 


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


 


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


 


The
above provisions are subject to the following:


 


	1.	Exercise:



 


	(1)	Cash
                                         Exercise: In the event that the Warrantholder desires to exercise the right to
                                         purchase Common Shares conferred hereby, the Warrantholder shall (a) complete to the
                                         extent possible in the manner indicated and execute a subscription form in the form attached
                                         as Schedule A to this Warrant Certificate, (b) surrender this Warrant Certificate to
                                         the Corporation in accordance with section 9 hereof, and (c) pay the amount payable on
                                         the exercise of such Warrants in respect of the Common Shares subscribed for by certified
                                         cheque, bank draft or money order in lawful money of Canada payable to the Corporation
                                         or by transmitting same day funds in lawful money of Canada by wire to such account as
                                         the Corporation shall direct the Warrantholder. Upon such surrender and payment as aforesaid,
                                         the Warrantholder shall be deemed for all purposes to be the holder of record of the
                                         number of Common Shares to be so issued and the Warrantholder shall be entitled to delivery
                                         of a certificate or certificates representing such Common Shares and the Corporation
                                         shall cause such certificate or certificates to be delivered to the Warrantholder at
                                         the address specified in the subscription form within five (5) business days after such
                                         surrender and payment as aforesaid. No fractional Common Shares will be issuable upon
                                         any exercise of the Warrants and the Warrantholder will not be entitled to any cash payment
                                         or compensation in lieu of a fractional Common Share.



 






    	 		 



    	 	-2-	 



    

 





	(2)	US Persons: Notwithstanding any provision in sections 1, 2 or 3 hereof, the Warrants may not be exercised, in whole or in part, by a U.S. Person or person within the United States (or on behalf of a U.S. Person or person within the United States) unless registered under the United States Securities Act of 1933, as amended (the “1933 Act”)and applicable state securities laws or unless an exemption from such registration is available. As used herein, the terms “United States” and “U.S. Person” have the meaning assigned to them in Regulation S under the 1933 Act.




 


	2.	Partial
                                         Exercise: The Warrantholder may from time to time subscribe for and purchase
                                         any lesser number of Common Shares than the number of Common Shares expressed in this
                                         Warrant Certificate. In the event that the Warrantholder subscribes for and purchases
                                         any such lesser number of Common Shares prior to the Expiry Time, the Warrantholder shall
                                         be entitled to receive a replacement certificate representing the unexercised balance
                                         of the Warrants.



 


	3.	Not
                                         a Shareholder: The holding of the Warrants shall not constitute the Warrantholder
                                         a shareholder of the Corporation nor entitle the Warrantholder to any right or interest
                                         in respect thereof except as expressly provided in this Warrant Certificate.



 


	4.	Covenants,
                                         Representations and Warranties: The Corporation hereby represents and warrants
                                         that it is authorized to create and issue the Warrants and covenants and agrees that
                                         it will cause the Common Shares from time to time subscribed for and purchased in the
                                         manner provided in this Warrant Certificate and the certificate or certificates representing
                                         such Common Shares to be issued and that, at all times prior to the Expiry Time, it will
                                         reserve and there will remain unissued a sufficient number of Common Shares to satisfy
                                         the right of purchase provided for in this Warrant Certificate. The Corporation hereby
                                         further covenants and agrees that it will at its expense expeditiously use its best efforts
                                         to obtain the listing of such Common Shares (subject to issue or notice of issue) on
                                         each stock exchange or over-the-counter market on which the Common Shares may be listed
                                         on the date that the Warrantholder exercises its right to subscribe for and purchase
                                         Common Shares pursuant to the terms and conditions of this Warrant Certificate. all Common
                                         Shares that are issued upon the exercise of the right of purchase provided in this Warrant
                                         Certificate, upon payment therefor of the amount at which such Common Shares may be purchased
                                         pursuant to the provisions of this Warrant Certificate, shall be and be deemed to be
                                         fully paid and non-assessable shares and free from all taxes, liens and charges with
                                         respect to the issue thereof. The Corporation hereby represents and warrants that this
                                         Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable
                                         in accordance with the provisions of this Warrant Certificate.



 


	5.	Anti-Dilution
                                         Protection:



 


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



 


		(a)	“Adjustment
                                         Period” means the period commencing on the date of issue of the Warrants and
                                         ending at the Expiry Time;



 






    	 		 



    	 	-3-	 



    

 


		(b)	“Current
                                         Market Price” means, at any date, the price per Common Share equal to the weighted
                                         average price at which the Common Shares have traded on the TSX Venture Exchange or,
                                         if the Common Shares are not then listed on the TSX Venture Exchange, on such other Canadian
                                         stock exchange as may be selected by the directors of the Corporation for such purpose
                                         or, if the Common Shares are not then listed on any Canadian stock exchange, in the over-the-counter
                                         market, during the period of any twenty (20) consecutive trading days ending not more
                                         than five (5) business days before such date; provided that the weighted average price
                                         shall be determined by dividing the aggregate sale price of all Common Shares sold on
                                         the said exchange or market, as the case may be, during such twenty (20) consecutive
                                         trading days by the total number of Common Shares so sold; and provided further that
                                         if the Common Shares are not then listed on any Canadian stock exchange or traded in
                                         the over-the-counter market, then the Current Market Price shall be determined by a firm
                                         of independent chartered accountants selected by the directors of the Corporation;



 


		(c)	“director”
                                         means a director of the Corporation for the time being and, unless otherwise specified
                                         herein, a reference to action “by the directors” means action by the directors
                                         of the Corporation as a board or, whenever empowered, action by any committee of the
                                         directors of the Corporation; and



 


		(d)	“trading
                                         day” with respect to a stock exchange or over-the-counter market means a day
                                         on which such stock exchange or market is open for business.



 


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



 


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



 


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



 


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



 


		(iii)	subdivide
                                         the outstanding Common Shares into a greater number of Common Shares; or



 


		(iv)	consolidate
                                         the outstanding Common Shares into a lesser number of Common Shares,



 


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


 


		(A)	the
                                         numerator of which shall be the number of Common Shares outstanding on such record date
                                         or effective date, as the case may be, before giving effect to such Common Share Reorganization;
                                         and



 






    	 		 



    	 	-4-	 



    

 


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



 


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


 


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



 


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



 


		(A)	the
                                         number of Common Shares outstanding on the record date for the Rights Offering, and



 


		(B)	the
                                         quotient determined by dividing



 


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



 






    	 		 



    	 	-5-	 



    

 


		(2)	the
                                         Current Market Price as of the record date for the Rights Offering; and



 


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



 


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


 


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



 


		(i)	shares
                                         of the Corporation of any class other than Common Shares;



 


		(ii)	rights,
                                         options or warrants to acquire Common Shares or securities exchangeable for or convertible
                                         into Common Shares (other than rights, options or warrants pursuant to which holders
                                         of Common Shares are entitled, during a period expiring not more than forty-five (45)
                                         days after the record date for such issue, to subscribe for or purchase Common Shares
                                         or securities exchangeable for or convertible into Common Shares at a price per share
                                         (or in the case of securities exchangeable for or convertible into Common Shares at an
                                         exchange or conversion price per share on the record date for the issue of such securities)
                                         of at least 95% of the Current Market Price on such record date);



 


		(iii)	evidences
                                         of indebtedness of the Corporation (for greater certainty, excluding a cash dividend
                                         in the ordinary course); or



 


		(iv)	any
                                         property or assets of the Corporation;



 






    	 		 



    	 	-6-	 



    

 


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



 


		(A)	the
                                         numerator of which shall be the difference between



 


		(1)	the
                                         product of the number of Common Shares outstanding on such record date and the Current
                                         Market Price on such record date, and



 


		(2)	the
                                         fair value, as determined by the directors of the Corporation, to the holders of Common
                                         Shares of the shares, rights, options, warrants, evidences of indebtedness or property
                                         or assets to be issued or distributed in the Special Distribution, and



 


		(B)	the
                                         denominator of which shall be the product obtained by multiplying the number of Common
                                         Shares outstanding on such record date by the Current Market Price on such record date.



 


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


 


		(d)	If
                                         at any time during the Adjustment Period there shall occur:



 


		(i)	a
                                         reclassification or redesignation of the Common Shares, a change of the Common Shares
                                         into other shares or securities or any other capital reorganization involving the Common
                                         Shares other than a Common Share Reorganization;



 


		(ii)	a
                                         consolidation, amalgamation or merger of the Corporation with or into another body corporate
                                         which results in a reclassification or redesignation of the Common Shares or a change
                                         of the Common Shares into other shares or securities;



 


		(iii)	the
                                         transfer of the undertaking or assets of the Corporation as an entirety or substantially
                                         as an entirety to another corporation or entity;



 






    	 		 



    	 	-7-	 



    

 


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


 


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



 


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



 


		(a)	Subject
                                         to the following clauses of this subsection 5(3), any adjustment made pursuant to subsection
                                         5(2) hereof shall be made successively whenever an event referred to therein shall occur.



 


		(b)	No
                                         adjustment in the Exercise Price shall be required unless such adjustment would result
                                         in a change of at least 1% in the then Exercise Price and no adjustment shall be made
                                         in the number of Common Shares purchasable or issuable on the exercise of the Warrants
                                         unless it would result in a change of at least one one-hundredth of a Common Share; provided,
                                         however, that any adjustments which, except for the provision of this clause 5(3)(b)
                                         would otherwise have been required to be made shall be carried forward and taken into
                                         account in any subsequent adjustment. Notwithstanding any other provision of subsection
                                         5(2) hereof, no adjustment of the Exercise Price shall be made which would result in
                                         an increase in the Exercise Price or a decrease in the number of Common Shares issuable
                                         upon the exercise of the Warrants (except in respect of the Common Share Reorganization
                                         described in subclause 5(2)(a)(iv) hereof or a Capital Reorganization described in subclause
                                         5(2)(d)(ii) hereof).



 


		(c)	Subject
                                         to the prior written consent of the TSX Venture Exchange, No adjustment in the Exercise
                                         Price or in the number or kind of securities purchasable upon the exercise of the Warrants
                                         shall be made in respect of any event described in section 5 hereof if the Warrantholder
                                         is entitled to participate in such event on the same terms mutatis mutandis as
                                         if the Warrantholder had exercised the Warrants prior to or on the record date or effective
                                         date, as the case may be, of such event.



 


		(d)	No
                                         adjustment in the Exercise Price or in the number of Common Shares purchasable upon the
                                         exercise of the Warrants shall be made pursuant to subsection 5(2) hereof in respect
                                         of the issue from time to time of Common Shares pursuant to this Warrant Certificate
                                         or pursuant to any stock option, stock purchase or stock bonus plan in effect from time
                                         to time for directors, officers or employees of the Corporation and/or any subsidiary
                                         of the Corporation and any such issue, and any grant of options in connection therewith,
                                         shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other
                                         event described in subsection 5(2) hereof.



 






    	 		 



    	 	-8-	 



    

 


		(e)	If
                                         the Corporation takes any action affecting the Common Shares to which the foregoing provisions
                                         of this section 5(2), in the opinion of the board of directors of the Corporation, acting
                                         in good faith, are not strictly applicable, or if strictly applicable would not fairly
                                         adjust the rights of the Warrantholder against dilution in accordance with the intent
                                         and purposes hereof, or would otherwise materially affect the rights of the Warrantholder
                                         hereunder, then the Corporation shall, subject to the approval of the TSX Venture Exchange
                                         (or such other stock exchange or quotation system on which the Common Shares are then
                                         listed and posted (or quoted) for trading, as applicable), execute and deliver to the
                                         Warrantholder an amendment hereto providing for an adjustment in the application of such
                                         provisions so as to adjust such rights as aforesaid in such manner as the board of directors
                                         of the Corporation may determine to be equitable in the circumstances, acting in good
                                         faith. The failure of the taking of action by the board of directors of the Corporation
                                         to so provide for any adjustment on or prior to the effective date of any action or occurrence
                                         giving rise to such state of facts will be conclusive evidence that the board of directors
                                         has determined that it is equitable to make no adjustment in the circumstances.



 


		(f)	If
                                         the Corporation shall set a record date to determine holders of Common Shares for the
                                         purpose of entitling such holders to receive any dividend or distribution or any subscription
                                         or purchase rights and shall, thereafter and before the distribution to such holders
                                         of any such dividend, distribution or subscription or purchase rights, legally abandon
                                         its plan to pay or deliver such dividend, distribution or subscription or purchase rights,
                                         then no adjustment in the Exercise Price or the number of Common Shares purchasable upon
                                         exercise of the Warrant shall be required by reason of the setting of such record date.



 


		(g)	In
                                         any case in which this Warrant Certificate shall require that an adjustment shall become
                                         effective immediately after a record date for an event referred to in subsection 5(2)
                                         hereof, the Corporation may defer, until the occurrence of such event:



 


		(i)	issuing
                                         to the Warrantholder, to the extent that the Warrants are exercised after such record
                                         date and before the occurrence of such event, the additional Common Shares or other securities
                                         issuable upon such exercise by reason of the adjustment required by such event; and



 


		(ii)	delivering
                                         to the Warrantholder any distribution declared with respect to such additional Common
                                         Shares or other securities after such record date and before such event;



 


provided,
however, that the Corporation shall deliver to the Warrantholder an appropriate instrument evidencing the right of the Warrantholder
upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Common Shares
purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares
issuable on the exercise of the Warrants.


 






    	 		 



    	 	-9-	 



    

 


		(h)	In
                                         the absence of a resolution of the directors fixing a record date for a Rights Offering,
                                         the Corporation shall be deemed to have fixed as the record date therefor the date of
                                         the issue of the rights, options or warrants issued pursuant to the Rights Offering.



 


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



 


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


 


		(i)	to
                                         sanction any modification, abrogation, alteration or compromise of the rights of the
                                         registered holders of Warrants against the Corporation which shall be agreed to by the
                                         Corporation; and/or



 


		(ii)	to
                                         assent to any modification of or change in or omission from the provisions contained
                                         herein or in any instrument ancillary or supplemental hereto which shall be agreed to
                                         by the Corporation; and/or



 


		(iii)	to
                                         restrain any registered holder of a Warrant from taking or instituting any suit or proceedings
                                         against the Corporation for the enforcement of any of the covenants on the part of the
                                         Corporation conferred upon the registered holders of Warrants by the terms of the Warrants.



 


Any
such extraordinary resolution as aforesaid shall be binding upon all the registered holders of Warrants whether or not assenting
in writing to any such extraordinary resolution, and each registered holder of any of the Warrants shall be bound to give effect
thereto accordingly. Such extraordinary resolution shall, where applicable, be binding on the Corporation which shall give effect
thereto accordingly.


 


The
Corporation shall forthwith upon receipt of an extraordinary resolution provide notice to all registered holders of Warrants of
the date and text of such resolution. The registered holders of Warrants assenting to an extraordinary resolution agree to provide
the Corporation forthwith with a copy of any extraordinary resolution passed.


 


The
expression “extraordinary resolution” when used herein shall mean a resolution assented to in writing, in one or more
counterparts, by the registered holders of Warrants calling in the aggregate for not less than seventy-five per cent (75%) of
the aggregate number of Common Shares called for by all of the Warrants which are, at the applicable time, outstanding.


 






    	 		 



    	 	-10-	 



    

 


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



 


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



 


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



 


	6.	Further
                                         Assurances: The Corporation hereby covenants and agrees that it will do, execute,
                                         acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all
                                         and every such other act, deed and assurance as the Warrantholder shall reasonably require
                                         for the better accomplishing and effectuating of the intentions and provisions of this
                                         Warrant Certificate.



 


	7.	Time
                                         of Essence: Time shall be of the essence of this Warrant Certificate.



 


	8.	Governing
                                         Laws: This Warrant Certificate shall be construed in accordance with the laws
                                         of the Province of British Columbia and the federal laws of Canada applicable therein.



 


	9.	Notices:
                                         All notices or other communications to be given under this Warrant Certificate shall
                                         be delivered by hand or by email and, if delivered by hand, shall be deemed to have been
                                         given on the delivery date and, if sent by email, on the date of transmission if sent
                                         before 5:00 p.m. on a business day or, if such day is not a business day, on the first
                                         business day following the date of transmission.



 


Notices
to the Corporation shall be addressed to:



 


BriaCell Therapeutics Corp.

235 15th Street, Suite 300

West Vancouver, British Columbia V7T 2X1


 






    	 		 



    	 	-11-	 



    




 


	 	Attention:	Dr. William V. Williams
	 	Email:	williams@briacell.com






 


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


 


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


 


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



 


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


 


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


 


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


 


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


 


	11.	Lost
                                         Certificate: If this Warrant Certificate or any replacement hereof becomes stolen,
                                         lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion
                                         impose, acting reasonably, issue and deliver a new certificate, in form identical hereto
                                         but with appropriate changes, representing any unexercised portion of the subscription
                                         rights represented hereby to replace the certificate so stolen, lost, mutilated or destroyed.



 


	12.	Language:
                                         The parties hereto acknowledge and confirm that they have requested that this Warrant
                                         Certificate as well as all notices and other documents contemplated hereby be drawn up
                                         in the English language. Les parties aux présentes reconnaissent et confirment
                                         qu’elles ont exigé que la présente convention ainsi que tous les
                                         avis et documents qui s’y rattachent soient rédigés en langue anglaise.



 


	13.	Transfer:
                                         The Warrants are transferable and the term “Warrantholder” shall mean
                                         and include any successor, transferee or assignee of the current or any future Warrantholder.
                                         The Warrants may by transferred by the Warrantholder completing and delivering to the
                                         Corporation the transfer form attached hereto as Schedule B.



 


	14.	Ranking:
                                         All Warrants shall rank pari passu, whatever may be the actual date of issue
                                         of the same.



 


	15.	Successors
                                         and Assigns: This Warrant Certificate shall enure to the benefit of the Warrantholder
                                         and the successors thereof and shall be binding upon the Corporation and the successors
                                         and assignees thereof.



 




    	 		 



    	 



    

 


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


 


	 	BRIACELL
    THERAPEUTICS CORP.
	 	 	 
	 	By:	 
	 	Name:	Dr.
William V. Williams

        

	 	Title:	Chief Executive Officer


 




    	 		 



    	 



    

 


Schedule
A


 


SUBSCRIPTION
FORM


 


	TO:	BRIACELL
                                         THERAPEUTICS CORP.

                                         235  15th Street, Suite 300

                                         West Vancouver, British Columbia V7T 2X1



 


The
undersigned hereby:


 


	1.	Subscribes
                                         for _______________ common shares (“Common Shares”) of BriaCell Therapeutics
                                         Corp. (the “Corporation”) or such other number of Common Shares or
                                         other securities to which such subscription entitles the undersigned in lieu thereof
                                         or in addition thereto pursuant to the provisions of the finder warrant certificate (the
                                         “Finder Warrant Certificate”) dated the 16 day of March, 2018, issued
                                         by the Corporation at the purchase price of $0.14 per Common Share exercisable at any
                                         time up to 5:00 p.m. (Toronto time) on March 16, 2021 (or at such other purchase price
                                         as may be in effect under the provisions of the Warrant Certificate) and on and subject
                                         to the other terms and conditions specified in the Finder Warrant Certificate and encloses
                                         herewith a certified cheque, bank draft or money order in lawful money of Canada payable
                                         to the Corporation or has transmitted same day funds in lawful money of Canada by wire
                                         to such account as the Corporation directed the undersigned in payment of the subscription
                                         price.



 


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


 


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


 


	Name
    in Full	 	Address	 	Number
    of Common Shares
	 	 	 	 	 
	 	 	 	 	 


 


DATED
this _____ day of _______________, 20_____.


 


	 	[●]
	 	 	 
	 	By:	 


 


Instructions:


 


	1.	If
                                         the Subscription Form indicates that Common Shares are to be issued to a person or persons
                                         other than the registered holder of the Warrant Certificate, the signature of such holder
                                         of the Subscription Form must be guaranteed by a Canadian chartered bank or trust company,
                                         or a member of an acceptable medallion guarantee program. The Guarantor must affix a
                                         stamp bearing the actual words: “signature guaranteed”.



 


	2.	If
                                         the Subscription Form is signed by a trustee, executor, administrator, curator, guardian,
                                         attorney, officer of a corporation or any person acting in a fiduciary or representative
                                         capacity, the Certificate must be accompanied by evidence of authority to sign satisfactory
                                         to the Corporation.



 




    	 	A-1	 



    	 	 	 



    

 


Schedule
B


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


_______________________________________________________________________________________________ 


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


 


DATED
this _____ day of _______________, 20_____.


 





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




 


Notes:


 


	1.	The
                                         signature to this Transfer must correspond with the name written upon the face of this
                                         Warrant Certificate in every particular without any changes whatsoever.



 


	2.	If
                                         the Transfer Form indicates that common shares are to be issued to a person or persons
                                         other than the registered holder of the Warrant Certificate, the signature on this Transfer
                                         Form must be guaranteed by a Schedule I chartered bank or licensed trust company, or
                                         a member of an acceptable medallion guarantee program. The Guarantor must affix a stamp
                                         bearing the actual words “signature guaranteed”. Signature guarantees are
                                         not accepted from treasury branches or credit unions unless they are members of the stamp
                                         medallion program.



 






    	 	B-1