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BY-LAW NO. 2

A BY-LAW RELATING TO ADVANCE NOTICE OF NOMINATIONS OF PERSONS
FOR ELECTION TO THE BOARD OF DIRECTORS OFBURCON NUTRASCIENCE
CORPORATION (THE "CORPORATION")

BE IT ENACTED as a By-Law of the Corporation as follows:

Section OneNOMINATION OF DIRECTORS

1.01 Only persons who are nominated in accordance with the
procedures set out in this Section 1 shall be eligible for election as directors
to the board of directors (the "Board") of the Corporation. Nominations of
persons for election to the Board may only be made at an annual meeting of
shareholders, or at a special meeting of shareholders called for any purpose
which includes the election of directors to the Board, as follows:

| | (a) | by or at the direction of the Board or an authorized
      officer of the Corporation, including pursuant to a notice of
    meeting;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | by or at the direction or request of one or more
      shareholders pursuant to a proposal made in accordance with the provisions
      of the Business Corporations Act(Yukon) (the "Act") or a
      requisition of shareholders made in accordance with the provisions of the
      Act; or                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | by any person entitled to vote at such meeting (a
      "Nominating Shareholder"), who: (A) is, at the close of business on
      the date of giving notice provided for in Section 1.03 below and on the
      record date for notice of such meeting, either entered in the securities
      register of the Corporation as a holder of one or more shares carrying the
      right to vote at such meeting or who beneficially owns shares that are
      entitled to be voted at such meeting; and (B) has given timely notice in
      proper written form as set forth in this Section
1.

1.02 For the avoidance of doubt, the foregoing Section 1.01
shall be the exclusive means for any person to bring nominations for election to
the Board before any annual or special meeting of shareholders of the
Corporation.

1.03 For a nomination made by a Nominating Shareholder to be
timely notice (a "Timely Notice"), the Nominating Shareholder's notice
must be received by the corporate secretary of the Corporation (the
"Corporate Secretary") at the principal executive offices of the
Corporation:

| | (a) | in the case of an annual meeting of shareholders, not
      later than the close of business on the 30thday and not
      earlier than the opening of business on the 65thday before the
      date of the meeting: provided, however, if the first public announcement
      made by the Corporation of the date of the annual meeting is less than 50
      days prior to the meeting date, not later than the close of
  business
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| |     | on the 10thday following the day on which the
      first public announcement of the date of such annual meeting is made by
      the Corporation; and                                                                                                                                                                                                                        
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| |     |                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | in the case of a special meeting (which is not also an
      annual meeting) of shareholders called for any purpose which includes the
      election of directors to the Board, not later than the close of business
      on the 15thday following the day on which the first public
      announcement of the date of the special meeting is made by the
      Corporation.

1.04 The time periods for giving of a Timely Notice shall in
all cases be determined based on the original date of the annual meeting or the
first public announcement of the annual or special meeting, as applicable.

1.05 To be in proper written form, a Nominating Shareholder's
notice to the Corporate Secretary must comply with all the provisions of this
Section 1.05 and:

| | (a) | disclose or include, as applicable, as to each person
      whom the Nominating Shareholder proposes to nominate for election as a
      director (a "Proposed Nominee"):     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| |     | (i)                                                                                                                                                                           
| |     |                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                          
| |     |                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                         
| |     |                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                          
| |     |                                                                                                                                                                               
| | (b) | disclose or include, as applicable, as to each Nominating
      Shareholder giving the notice and each beneficial owner, if any, on whose
      behalf the nomination is made:
| |     |                                                                                                                                                                               
| |     | (i)                                                                                                                                                                           

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| | (ii)  | their interests in, or rights or obligations associated
      with, an agreement, arrangement or understanding, the purpose or effect of
      which is to alter, directly or indirectly, the person's economic interest
      in a security of the Corporation or the person's economic exposure to the
      Corporation;                                                     
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| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | any relationships, agreements or arrangements, including
      financial, compensation and indemnity related relationships, agreements or
      arrangements, between the Nominating Shareholder or any affiliates or
      associates of, or any person or entity acting jointly or in concert with,
      the Nominating Shareholder and any Proposed Nominee;                
| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)  | any proxy, contract, arrangement, agreement or
      understanding pursuant to which such person, or any of its affiliates or
      associates, or any person acting jointly or in concert with such person,
      has any interests, rights or obligations relating to the voting of any
      securities of the Corporation or the nomination of directors to the
      Board;
| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)   | a representation that the Nominating Shareholder is a
      holder of record of securities of the Corporation, or a beneficial owner,
      entitled to vote at such meeting, and intends to appear in person or by
      proxy at the meeting to propose such nomination;                                                                                                      
| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (vi)  | a representation as to whether such person intends to
      deliver a proxy circular and/or form of proxy to any shareholder of the
      Corporation in connection with such nomination or otherwise solicit
      proxies or votes from shareholders of the Corporation in support of such
      nomination;                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                 
| | (vii) | any other information relating to such person that would
      be required to be disclosed in a dissident proxy circular or other filings
      required to be made in connection with the solicitations of proxies for
      election of directors pursuant to the Act or as required by applicable
      securities law; and                                                  

| | (c) | be accompanied by a questionnaire, representation and
      agreement as required by Section 1.06 below, duly completed and signed,
      and a written consent duly signed by each Proposed Nominee to being named
      as a nominee and to serve as a director of the Corporation, if
    elected.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.06 A completed questionnaire as required by Section 1.05(c)
shall be in the form provided by the Corporate Secretary (upon written request
of the Nominating Shareholder), and shall include:

| | (a) | information regarding the background, independence and
      qualification of each Proposed Nominee and the background of each
      Nominating Shareholder; and
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| | (b) | a written representation and agreement (in the form
      provided by the Corporate Secretary upon written request of the Nominating
      Shareholder) confirming, among other things, that such Proposed Nominee is
      not and will not become a party to any agreement, arrangement or
      understanding with, or has not given any commitment or assurance to, any
      person, as to how such person, if elected as a director of the
      Corporation, will act or vote on any issue or question, or with respect to
      any direct or indirect compensation, reimbursement or indemnification in
      connection with service or action as a director of the Corporation, that
      has not been disclosed to the Corporation.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.07 Notwithstanding Section 12 of By-Law No. 1 of the
Corporation, any notice, or other document or information required to be given
to the Corporate Secretary pursuant to this Section 1 may only be given by
personal delivery, facsimile transmission or by email (at such email address as
may be stipulated from time to time by the Corporate Secretary for purposes of
this notice), and shall be deemed to have been given and made only at the time
it is served by personal delivery to the Corporate Secretary at the address of
the principal executive offices of the Corporation, email (at the address as
aforesaid) or sent by facsimile transmission (provided that receipt of
confirmation of such transmission has been received); provided that if such
delivery or electronic communication is made on a day which is a not a business
day or later than 5:00 p.m. (Vancouver time) on a day which is a business day,
then such delivery or electronic communication shall be deemed to have been made
on the next following day that is a business day.

1.08

| | (a) | Despite any other provision of this Section 1, if the
      Nominating Shareholder (or a qualified representative of the Nominating
      Shareholder) does not appear at the meeting of shareholders of the
      Corporation to present the nomination of the Proposed Nominee, such
      nomination shall be disregarded, notwithstanding that proxies in respect
      of such nomination may have been received by the Corporation.
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Nothing in this Section 1 shall obligate the Corporation
      or the Board to include in any proxy statement or other shareholder
      communication distributed by or on behalf of the Corporation or the Board
      any information with respect to any proposed nomination or any Nominating
      Shareholder or Proposed Nominee.                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | The Board may, in its sole discretion, waive any
      requirement of this Section 1.                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | For the purposes of this Section 1, "public announcement"
      means disclosure in a press release disseminated by the Corporation
      through a national news service in Canada, or in a document filed by or on
      behalf of the Corporation for public access under its profile on the
      System of Electronic Document Analysis and Retrieval at
    www.sedar.com.                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | This Section 1 is subject to, and should be read in
      conjunction with, the Act and the articles of the Corporation (the
      "Articles"). If there is any conflict or                                                                                                                                                                                                                                                              

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| |     | inconsistency between any provision of the Act or the
      Articles and any provision of this Section 1, the provision of the Act or
      the Articles will govern.                                                                            
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| |     |                                                                                                                                                                                                                                                  
| | (f) | Despite any other provision of this Section 1, this
      Section 1 shall not apply to the annual and special meeting of
      shareholders of the Corporation to be held on September 10, 2014 or any
      adjournment or postponement thereof.

MADE by the Board on July 24, 2014.

| | "Allan Yap"
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| | Chairman   

CONFIRMED by the shareholders in accordance with the Act on
September 10, 2014.

| | "Dorothy Law"
| | -------------
| | Secretary    

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