Exhibit 4.1


 





ONCOLYTICS BIOTECH INC.


 


as the Corporation


 


 


 


and


 


 


 


COMPUTERSHARE TRUST COMPANY OF CANADA


 


as the Warrant Agent


 


 


 


 


 


 


 


	
         

         

        WARRANT INDENTURE

        Providing for the Issue of Warrants

         

        Dated as of June 1, 2017

         

         



 


 



     


     


    







 





TABLE OF CONTENTS


 







 


	 	Page
No.





	Article 1 

INTERPRETATION
	Section 1.1   Definitions.	2
	Section 1.2   Gender and Number.	6
	Section 1.3   Headings, Etc.	6
	Section 1.4   Day not a Business Day.	6
	Section 1.5   Time of the Essence.	6
	Section 1.6   Monetary References.	6
	Section 1.7   Applicable Law.	6
	Article 2 

ISSUE OF WARRANTS
	Section 2.1   Creation and Issue of Warrants.	6
	Section 2.2   Terms of Warrants.	7
	Section 2.3   Warrantholder not a Shareholder.	7
	Section 2.4   Warrants to Rank Pari Passu.	7
	Section 2.5   Form of Warrants, Certificated Warrants.	7
	Section 2.6   Book Entry Only Warrants.	8
	Section 2.7   Warrant Certificate.	10
	Section 2.8   Legends.	11
	Section 2.9   Register of Warrants	12
	Section 2.10   Issue in Substitution for Warrant Certificates Lost, etc.	13
	Section 2.11   Exchange of Warrant Certificates.	13
	Section 2.12   Transfer and Ownership of Warrants.	13
	Section 2.13   Cancellation of Surrendered Warrants.	14
	Article 3 

EXERCISE OF WARRANTS
	Section 3.1   Right of Exercise.	14
	Section 3.2   Warrant Exercise.	14
	Section 3.3   Restrictions on Exercise by U.S. Persons; Legended Certificates	17
	Section 3.4   Transfer Fees and Taxes.	18
	Section 3.5   Warrant Agency.	18
	Section 3.6   Effect of Exercise of Warrant Certificates.	19
	Section 3.7   Partial Exercise of Warrants; Fractions.	19
	Section 3.8   Expiration of Warrants.	19
	Section 3.9   Accounting and Recording.	20
	Section 3.10   Securities Restrictions.	20



 


 






     


     


    




TABLE OF CONTENTS

(continued)


 







 


	 	Page
No.




	Article 4 

ADJUSTMENT OF NUMBER OF COMMON SHARES 

AND EXERCISE PRICE
	Section 4.1   Adjustment of Number of Common Shares and Exercise Price.	20
	Section 4.2   Entitlement to Common Shares on Exercise of Warrant.	24
	Section 4.3   No Adjustment for Certain Transactions.	25
	Section 4.4   Determination by Independent Firm.	25
	Section 4.5   Proceedings Prior to any Action Requiring Adjustment.	25
	Section 4.6   Certificate of Adjustment.	26
	Section 4.7   Notice of Special Matters.	26
	Section 4.8   No Action after Notice.	26
	Section 4.9   Other Action.	26
	Section 4.10   Protection of Warrant Agent.	27
	Section 4.11   Participation by Warrantholder.	27
	Article 5 

RIGHTS OF THE CORPORATION AND COVENANTS
	Section 5.1   Optional Purchases by the Corporation.	27
	Section 5.2   General Covenants.	28
	Section 5.3   Warrant Agent’s Remuneration and Expenses.	28
	Section 5.4   Performance of Covenants by Warrant Agent.	29
	Section 5.5   Enforceability of Warrants.	29
	Article 6 

ENFORCEMENT
	Section 6.1   Suits by Registered Warrantholders.	29
	Section 6.2   Suits by the Corporation.	29
	Section 6.3   Immunity of Shareholders, etc.	29
	Section 6.4   Waiver of Default.	30
	Article 7 

MEETINGS OF REGISTERED WARRANTHOLDERS
	Section 7.1   Right to Convene Meetings.	30
	Section 7.2   Notice.	30
	Section 7.3   Chairman.	31
	Section 7.4   Quorum.	31
	Section 7.5   Power to Adjourn.	31
	Section 7.6   Show of Hands.	31
	Section 7.7   Poll and Voting.	31
	Section 7.8   Regulations.	32
	Section 7.9   Corporation and Warrant Agent May be Represented.	32
	Section 7.10   Powers Exercisable by Extraordinary Resolution.	32
	Section 7.11   Meaning of Extraordinary Resolution.	33
	Section 7.12   Powers Cumulative.	34
	Section 7.13   Minutes.	34
	Section 7.14   Instruments in Writing.	34
	Section 7.15   Binding Effect of Resolutions.	34
	Section 7.16   Holdings by Corporation Disregarded.	35
	Article 8 

SUPPLEMENTAL INDENTURES
	Section 8.1   Provision for Supplemental Indentures for Certain Purposes.	35
	Section 8.2   Successor Entities.	36



 


 






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TABLE OF CONTENTS

(continued) 







 


	 	Page
No.




	Article 9

 CONCERNING THE WARRANT AGENT
	Section 9.1   Trust Indenture Legislation.	36
	Section 9.2   Rights and Duties of Warrant Agent.	36
	Section 9.3   Evidence, Experts and Advisers.	37
	Section 9.4   Documents, Monies, etc. Held by Warrant Agent.	38
	Section 9.5   Actions by Warrant Agent to Protect Interest.	38
	Section 9.6   Warrant Agent Not Required to Give Security.	39
	Section 9.7   Protection of Warrant Agent.	39
	Section 9.8   Replacement of Warrant Agent; Successor by Merger.	40
	Section 9.9   Acceptance of Agency	40
	Section 9.10   Warrant Agent Not to be Appointed Receiver.	41
	Section 9.11   Warrant Agent Not Required to Give Notice of Default.	41
	Section 9.12   Anti-Money Laundering.	41
	Section 9.13   Compliance with Privacy Code.	41
	Section 9.14   SEC Reporting Status.	42
	Article 10 

GENERAL
	Section 10.1   Notice to the Corporation and the Warrant Agent.	43
	Section 10.2   Notice to Registered Warrantholders.	43
	Section 10.3   Ownership of Warrants.	44
	Section 10.4   Counterparts.	44
	Section 10.5   Satisfaction and Discharge of Indenture.	44
	Section 10.6   Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.	45
	Section 10.7   Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be
Provided.	45
	Section 10.8   Severability	45
	Section 10.9   Force Majeure	45
	Section 10.10   Assignment, Successors and Assigns	46
	Section 10.11   Rights of Rescission and Withdrawal for Holders	46


 





	SCHEDULE “A”	-	FORM OF WARRANT
	SCHEDULE “B”	- 	EXERCISE FORM
	SCHEDULE “C”	- 	FORM OF DECLARATION FOR REMOVAL OF LEGEND
	SCHEDULE “D”	-	FORM OF U.S. PURCHASER LETTER










 




    iii 


     


    

WARRANT INDENTURE


 


THIS WARRANT INDENTURE is dated
as of June 1, 2017.


 


BETWEEN:


 


ONCOLYTICS BIOTECH INC.,
a corporation incorporated under the laws of the Province of Alberta having an office at 210, 1167 Kensington Crescent N.W., Calgary,
Alberta


 


(the “Corporation”),


 


- and -


 


COMPUTERSHARE TRUST COMPANY
OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada
having an office at 600, 530 – 8th Avenue S.W., Calgary, Alberta T2P 3S8


 


(the “Warrant
Agent”)


 


WHEREAS in connection with the public
offering (and concurrent private placement) by the Corporation of up to 16,445,000 units (“Units”), each
Unit comprised of one Common Share and one Warrant, pursuant to a prospectus supplement dated May 24, 2017 (the “Offering”),
the Corporation proposes to issue and sell to the public 16,445,000 Warrants (as defined herein);


 


AND WHEREAS pursuant to this Indenture,
each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share (as defined herein)
upon payment of the Exercise Price (as defined herein) prior to the Expiry Time (as defined herein), upon the terms and conditions
herein set forth;


 


AND WHEREAS all acts and deeds necessary
have been done and performed to make the Warrants, when created and issued as provided in this Indenture, legal, valid and binding
upon the Corporation with the benefits and subject to the terms of this Indenture;


 


AND WHEREAS the foregoing recitals
are made as representations and statements of fact by the Corporation and not by the Warrant Agent;


 


AND WHEREAS the Warrant Agent has
agreed to act as a warrant agent on behalf of the Warrantholders (as defined herein) on the terms and conditions set forth herein;


 


NOW THEREFORE, in consideration
of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the rights, interests
and benefits contained herein for and on behalf of those persons who from time to time become the holders of Warrants issued pursuant
to this Indenture and the parties hereto agree as follows:


 






     


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Article 1

INTERPRETATION


 


Section 1.1Definitions.


 


In this Indenture, including the recitals
and schedules hereto, and in all indentures supplemental hereto:


 


“Acceleration Notice”
means the notice of acceleration deliverable to Registered Warrantholders by way of press release upon the Corporation’s
exercise of the Acceleration Right;


 


“Acceleration Right”
means the right of the Corporation to accelerate the Expiry Date to a date that is 30 days following delivery of the Acceleration
Notice if, at any time after the Effective Date, the volume weighted average share price of the issued and outstanding Common Shares
is greater than $2.50 per Common Share for a period of 15 consecutive Trading Days;


 


“Adjustment Period”
means the period from the Effective Date up to and including the Expiry Time;


 


“Applicable Legislation”
means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant
indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions
are at the time in force and applicable to this Indenture;


 


“Auditors” means Ernst
& Young LLP, or such other firm of accountants appointed by the shareholders of the Corporation and serving as the auditors
of the Corporation at the relevant time;


 


“Authenticated” means
(a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation or on which the
signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by manual
signature of an authorized officer of the Warrant Agent, and (b) with respect to the issuance of an Uncertificated Warrant,
one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated
Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”,
“Authenticating” and “Authentication” have the appropriate correlative meanings;


 


“Book Entry Only Participants”
or “Participants” means institutions that participate directly or indirectly in the Depository’s book
entry registration system for the Warrants;


 


“Book Entry Only Warrants”
means Warrants that are to be held only by or on behalf of the Depository;


 


“Business Day” means
any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business
in the City of Calgary, Province of Alberta and the City of Toronto, Province of Ontario, and shall be a day on which the TSX is
open for trading;


 






     


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“CDS Global Warrants”
means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository and represented
by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;


 


“Certificated Warrant”
means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;


 


“Common Shares” means,
subject to Article 4, fully paid and non-assessable common shares in the capital of the Corporation as presently constituted;


 


“Counsel” means a barrister
and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which
may or may not be counsel for the Corporation;


 


“Current Market Price”
of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each
day there was a closing sale price for the twenty (20) consecutive Trading Days ending five (5) days prior to such date
on the TSX or if on such date the Common Shares are not listed on the TSX, on such stock exchange upon which such Common Shares
are listed and as selected by the directors of the Corporation, or, if such Common Shares are not listed on any stock exchange
then on such over-the-counter market as may be selected for such purpose by the directors of the Corporation, 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 such firm of independent chartered accountants as may be selected by the directors
of the Corporation;


 


“Depository” means CDS
Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository
in respect of the Warrants;


 


“Dividends” means any
dividends paid by the Corporation on the Common Shares;


 


“Effective Date” means
the date of this Indenture;


 


“Exchange Rate” means
the number of Common Shares subject to the right of purchase under each Warrant;


 


“Exercise Date” means,
in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance
with Article 3 hereof;


 


“Exercise Notice” has
the meaning set forth in Section 3.2(1);


 


“Exercise Price” means
$0.95 per Common Share, subject to adjustment in accordance with the provisions of Article 4;


 


“Expiry Date” means
the earlier of (i) June 1, 2022 and (ii) the date that is thirty (30) days following the delivery by the Corporation
of an Acceleration Notice to Registered Warrantholders;


 


“Expiry Time” means
5:00 p.m. (Calgary time) on the Expiry Date;


 


“Extraordinary Resolution”
has the meaning set forth in Section 7.11(1);


 






     


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“Internal Procedures”
means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register
at any time (including without limitation, original issuances or registrations of transfer of ownership) the minimum number of
the Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under
the operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance shall
constitute part of such procedures for any purpose of this definition;


 


“Issue Date” for a particular
Warrant means the date on which the Warrant is actually issued by or on behalf of the Corporation;


 


“Offering” has the meaning
ascribed to it in the recitals;


 


“person” means an individual,
body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;


 


“Qualified Institutional Buyer”
means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act;


 


“Register” means the
one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9;


 


“Registered Warrantholders”
means the persons who are registered owners of Warrants as such names appear on the Register, and for greater certainty, shall
include the Depository as well as the holders of Uncertificated Warrants appearing on the Register of the Warrant Agent;


 


“Regulation S”
means Regulation S as promulgated by the SEC under the U.S. Securities Act;


 


“SEC” means the United
States Securities and Exchange Commission;


 


“Shareholders” means
holders of Common Shares;


 


“Successor Entity” has
the meaning set forth in Section 8.2;


 


“Tax Act” means the
Income Tax Act (Canada) and the regulations thereunder;


 


“this Warrant Indenture”,
“this Indenture”, “this Agreement”, “hereto” “herein”,
“hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture,
deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection”
and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection or
paragraph of this Indenture;


 


“Trading Day” means,
with respect to the TSX, a day on which such exchange is open for the transaction of business and with respect to another exchange
or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;


 


“TSX” means the Toronto
Stock Exchange;


 


“Uncertificated Warrant”
means any Warrant which is not a Certificated Warrant;


 


“Underwriter” means
the underwriter of the Offering, Canaccord Genuity Corp.;


 






     


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“United States” means
the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;


 


“Units” has the meaning
ascribed to such term in the recitals;


 


“U.S. Exchange Act”
means the United States Securities Exchange Act of 1934, as amended;


 


“U.S. Person” has the
meaning set forth in Rule 902(k) of Regulation S;


 


“U.S. Purchaser Letter”
means the U.S. Purchaser letter is substantially the form attached hereto as Schedule “D”;


 


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended;


 


“Warrants” means the
Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder
as a Certificated Warrant and /or Uncertificated Warrant held through the book entry registration system on a no certificate issued
basis, entitling the holder or holders thereof to purchase up to 16,445,000 Common Shares (subject to adjustment as herein provided)
at the Exercise Price prior to the Expiry Time and, where the context so requires, also means the warrants issued and Authenticated
hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;


 


“Warrant Agency” means
the principal office of the Warrant Agent in the Cities of Calgary and Toronto or such other place as may be designated in accordance
with Section 3.5;


 


“Warrant Agent” means
Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;


 


“Warrant Certificate”
means a certificate, substantially in the form set forth in Schedule “A” hereto or such other form as may be approved
by the Corporation, the Underwriter and the Warrant Agent, to evidence those Warrants that will be evidenced by a certificate;


 


“Warrantholders”, or
“holders” without reference to Warrants, means the warrantholders in respect of Warrants registered in the name
of the Depository and includes owners of Warrants who beneficially hold securities entitlements in respect of the Warrants through
a Book Entry Only Participant or means, at a particular time, the persons entered in the Register hereinafter mentioned as holders
of Warrants outstanding at such time; and


 


“Warrantholders’ Request”
means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less
than 25% of the aggregate number of Common Shares which could be acquired pursuant to all Warrants then unexercised and outstanding,
requesting the Warrant Agent to take some action or proceeding specified therein; and “written order of the Corporation”,
“written request of the Corporation”, “written consent of the Corporation” and “certificate
of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation
by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.


 






     


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Section 1.2Gender
and Number.


 


Words importing the singular number or
masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.


 


Section 1.3Headings,
Etc.


 


The division of this Indenture into Articles
and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this Indenture or of the Warrants.


 


Section 1.4Day
not a Business Day.


 


If any day on or before which any action
or notice is required to be taken or given hereunder is not a Business Day, then such action or notice shall be required to be
taken or given on or before the requisite time on the next succeeding day that is a Business Day.


 


Section 1.5Time
of the Essence.


 


Time shall be of the essence of this Indenture
and each Warrant Certificate.


 


Section 1.6Monetary
References.


 


Whenever any amounts of money are referred
to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.


 


Section 1.7Applicable
Law.


 


This Indenture, the Warrants and the Warrant
Certificates (including all documents relating thereto, which by common accord have been and will be drafted in English) shall
be construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein and shall
be treated in all respects as Alberta contracts. Each of the parties hereto, which shall include the Warrantholders, irrevocably
attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to all matters arising out of this
Indenture and the transactions contemplated herein.


 


Article 2

ISSUE OF WARRANTS


 


Section 2.1Creation
and Issue of Warrants.


 


A maximum of 16,445,000 Warrants (subject
to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms and conditions hereof.
By written order of the Corporation, the Warrant Agent shall deliver Warrants in certificated or uncertificated form pursuant to
Section 2.5 hereof to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant Register.
Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the Register for Warrants
of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.


 






     


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Section 2.2Terms
of Warrants.


 


		(1)	Subject to the applicable conditions for exercise set out in Article 3 having been satisfied
and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise
at any time after the Issue Date and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise
Price.



 


		(2)	No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only
be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Warrants shall be rounded down to
the nearest whole number.



 


		(3)	Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth
in this Indenture.



 


		(4)	The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price
therefor shall be adjusted upon the events and in the manner specified in Section 4.1.



 


		(5)	If at any time after the Effective Date, the volume weighted average share price of the issued
and outstanding Common Shares is greater than $2.50 per Common Share for a period of 15 consecutive Trading Days, the Corporation
shall be entitled, at the sole option of the Corporation, to exercise the Acceleration Right by delivering an Acceleration Notice
to the Warrantholders. An Acceleration Notice shall be delivered to each Registered Warrantholder by way of press release.



 


Section 2.3Warrantholder
not a Shareholder.


 


Except as may be specifically provided
herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in
itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including,
but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings
of the Corporation, or the right to Dividends and other allocations.


 


Section 2.4Warrants
to Rank Pari Passu.


 


All Warrants shall rank equally and without
preference over each other, irrespective of the actual date of issue thereof.


 


Section 2.5Form
of Warrants, Certificated Warrants.


 


		(1)	The Warrants may be issued in both certificated and uncertificated form. All Warrants issued in
certificated form shall be evidenced by a Warrant Certificate (including all replacements issued in accordance with this Indenture),
substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear
such distinguishing letters and numbers as the Corporation may, with the approval of the Warrant Agent, prescribe, and shall be
issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated
form, such uncertificated form being evidenced by a book position on the Register of Warrantholders to be maintained by the Warrant
Agent in accordance with Section 2.6.



 






     


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Section 2.6Book
Entry Only Warrants.


 


		(1)	Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall
be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants
except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested
by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of
beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not
receive or be entitled to receive Warrants in definitive form or to have their names appear in the Register referred to in Section 2.9
herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the
name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and
in accordance with the internal procedures of the Warrant Agent.



 


		(2)	Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged
in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered,
in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:



 


		(a)	the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository
in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;



 


		(b)	the Corporation determines that the Depository is no longer willing, able or qualified to discharge
properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;



 


		(c)	the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository
and the Corporation is unable to locate a qualified successor;



 


		(d)	the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants
through the Depository;



 


		(e)	such right is required by Applicable Legislation, as determined by the Corporation and the Corporation’s
Counsel;



 


		(f)	the Warrant is to be Authenticated to or for the account or benefit of a person in the United States
or a U.S. Person; or



 


		(g)	such registration is effected in accordance with the internal procedures of the Depository and
the Warrant Agent,



 


following which, Warrants for
those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as
directed by the holder. The Corporation shall provide an officer’s certificate giving notice to the Warrant Agent of the
occurrence of any event outlined in this Section 2.6(2)(a)-(f).


 






     


     -9-


    

 


		(3)	Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants
which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis.
All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository
for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions
(except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon
such exchange.



 


		(4)	Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in
exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise,
shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person
other than the Depository for such CDS Global Warrant or a nominee thereof.



 


		(5)	Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation,
the CDS Global Warrants will be issued as Uncertificated Warrants, unless otherwise requested in writing by the Depository or the
Corporation.



 


		(6)	The rights of beneficial owners of Warrants who hold securities entitlements in respect of the
Warrants through the book entry registration system shall be limited to those established by Applicable Legislation and agreements
between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners
of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights
must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.



 


		(7)	Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent
nor any agent thereof shall have any responsibility or liability for:



 


		(a)	the electronic records maintained by the Depository relating to any ownership interests or any
other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership
interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration
system (other than the Depository or its nominee);



 


		(b)	maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant
relating to any such interest; or



 


		(c)	any advice or representation made or given by the Depository or those contained herein that relate
to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction
of any Book Entry Only Participant.



 


		(8)	The Corporation may terminate the application of this Section 2.6 in its sole discretion in
which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.



 






     


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Section 2.7Warrant
Certificate.


 


		(1)	For Warrants issued in certificated form, the form of certificate representing the Warrants shall
be substantially as set out in Schedule “A” hereto or such other form as is proposed by the Corporation and authorized
from time to time by the Warrant Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent.
Each Warrant Certificate shall be signed by any two duly authorized signatories of the Corporation; whose signature shall appear
on the Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates
so signed are as valid and binding upon the Corporation as if they had been signed manually. Any Warrant Certificate which has
two signatures of the Corporation as hereinbefore provided shall be valid notwithstanding that one or more of the persons whose
signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate.
The Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Warrant
Agent may determine.



 


		(2)	The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange,
registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby
acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture.
Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder
or holders are entitled to the benefits of this Indenture. The Register shall be final and conclusive evidence as to all matters
relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts.
In case of differences between the Register at any time and any other time the Register at the later time shall be controlling,
absent manifest error and such Uncertificated Warrants are binding on the Corporation.



 


		(3)	Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect
at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and Applicable Legislation, validly
entitle the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently
required by this Indenture.



 


		(4)	No Warrant shall be considered issued, valid or obligatory or shall entitle the holder thereof
to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant Agent, including
by way of entry on the Register, shall not be construed as a representation or warranty by the Warrant Agent as to the validity
of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof) or as to the
performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable or answerable
for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant Agent shall be conclusive
evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and that the holder thereof
is entitled to the benefits of this Indenture.



 


		(5)	No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall
be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by manual
signature by or on behalf of the Warrant Agent substantially in the form of the Warrant Certificate set out in Schedule “A”
hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly
Authenticated and is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this
Indenture.



 






     


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		(6)	No Uncertificated Warrant shall be considered issued or obligatory or shall entitle the holder
thereof to the benefits of this Indenture, until it has been Authenticated by entry on the Register of the particulars of the Uncertificated
Warrant. Such entry on the Register of the particulars of an Uncertificated Warrant shall be conclusive evidence that such Uncertificated
Warrant is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.



 


		(7)	The Authentication by the Warrant Agent of any Warrants whether by way of entry on the Register
or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of the Indenture or
such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this
Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or
the proceeds thereof.



 


Section 2.8Legends.


 


		(1)	Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global
Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations
thereof as the Corporation may prescribe from time to time:



 


“UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO ONCOLYTICS BIOTECH
INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS
(AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS
A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON
TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”


 


		(2)	Notwithstanding any other provisions of this Indenture, in processing and registering transfers
of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor
or transferee with the terms of the legend contained in Section 2.8(1), or with the relevant securities laws or regulations,
including, without limitation, Regulation S, and the Warrant Agent shall be entitled to assume that all transfers are legal
and proper.



 






     


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Section 2.9Register
of Warrants


 


		(1)	The Warrant Agent shall maintain records and accounts concerning the Warrants, whether Certificated
Warrants or Uncertificated Warrants, which shall contain the information called for below with respect to each Warrant, together
with such other information as may be required by law or as the Warrant Agent may elect to record. All such information shall be
kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified
as such by an unaffiliated party) as the Register of the holders of Warrants. The information to be entered for each account in
the Register of Warrants (the “Register”) at any time shall include (without limitation):



 


		(a)	the name and address of the Registered Warrantholder, the date of Authentication thereof and the
number of Warrants;



 


		(b)	whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate,
the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned
thereto, if any;



 


		(c)	whether such Warrant has been cancelled; and



 


		(d)	a Register of transfers in which all transfers of Warrants and the date and other particulars of
each transfer shall be entered.



 


The Register shall be available
for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business hours on a Business
Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of inspection shall first
provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and address of the Warrantholder
and agreeing not to use the information therein except in connection with an effort to call a meeting of Warrantholders or to influence
the voting of Warrantholders at any meeting of Warrantholders.


 


		(2)	Once an Uncertificated Warrant has been Authenticated, the information set forth in the Register
with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to
reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent
may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person
who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented
to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant
Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees
of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent),
sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that
such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or
minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such
error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide
purchaser shall have any such obligation to the Corporation or to the Warrant Agent.



 






     


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Section 2.10Issue
in Substitution for Warrant Certificates Lost, etc.


 


		(1)	If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation,
subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of
like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in
place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed
or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent, subject
to the consent of the Corporation, and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally
in accordance with its terms with all other Warrants issued or to be issued hereunder.



 


		(2)	The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall
bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof,
furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant
Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion,
and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation
and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent
in connection therewith.



 


Section 2.11Exchange
of Warrant Certificates.


 


		(1)	Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with
the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for
one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable,
as represented by the Warrant Certificate or Warrant Certificates so exchanged.



 


		(2)	Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is
designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions,
in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the
Warrant Agent.



 


		(3)	Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in Section
Section 2.8(1) shall bear the same legend.



 


Section 2.12Transfer
and Ownership of Warrants.


 


		(1)	The Warrants may only be transferred on the Register kept by the Warrant Agent at the Warrant Agency
by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory
to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant
Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set
forth in Schedule “A” and (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed
by the Depository under the book entry registration system, and (c) upon compliance with:



 






     


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		(i)	the conditions herein;



 


		(ii)	such reasonable requirements as the Warrant Agent may prescribe; and



 


		(iii)	all applicable securities legislation and requirements of regulatory authorities;



 


and such transfer shall be duly
noted in such Register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee
of a Warrant Certificate, a Warrant Certificate and, to the transferee of an Uncertificated Warrant, an Uncertificated Warrant,
or the Warrant Agent shall Authenticate and deliver a Warrant Certificate upon request that part of the CDS Global Warrant be certificated.
Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the Register
maintained by the Warrant Agent.


 


		(2)	Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder
shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon
the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the
Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound
to inquire into the title of any such holder.



 


Section 2.13Cancellation
of Surrendered Warrants.


 


All Warrant Certificates surrendered pursuant
to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants shall be
deemed cancelled and so noted on the Register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall furnish
to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants evidenced
thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates issued
in substitution or exchange for such Warrant Certificates cancelled.


 


Article 3

EXERCISE OF WARRANTS


 


Section 3.1Right
of Exercise.


 


Subject to the provisions hereof, each
Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common Share
for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the terms and conditions herein.


 


Section 3.2Warrant
Exercise.


 


		(1)	Other than the Warrants held by the Depository, Registered Warrantholders of Warrant Certificates
who wish to exercise the Warrants held by them in order to acquire Common Shares must, if permitted pursuant to the terms and conditions
hereunder and as set forth in any applicable legend, complete the exercise form (the “Exercise Notice”)
attached to the Warrant Certificate(s) which form is attached hereto as Schedule “B”, which may be amended by the Corporation
with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant
Agent, which may be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the
Warrantholders as a group, and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or
money order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant
Agency. The Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate,
Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual
receipt thereof by the Warrant Agent at the office referred to above.



 






     


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		(2)	A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect
of Warrants must complete the Exercise Notice and deliver the executed Exercise Notice and a certified cheque, bank draft or money
order payable to or to the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency.
The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Notice and aggregate Exercise Price
or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the
office referred to above.



 


		(3)	A beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of
Warrants in the book entry registration system who desires to exercise his or her Warrants must do so by causing a Book Entry Only
Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise
Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment
for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants
(a “Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through a
book based registration system, including CDSX. An electronic exercise of the Warrants initiated by the Book Entry Only Participant
through a book based registration system, including CDSX, shall constitute a representation to both the Corporation and the Warrant
Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not
a U.S. Person and is not exercising such Warrants on behalf of, or for the account or benefit of, a U.S. Person or a person in
the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants
in the United States. If the Book Entry Only Participant is not able to make or deliver the foregoing representation by initiating
the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system, including
CDSX by the Book Entry Only Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent
to such beneficial owner of Uncertificated Warrants or Book Entry Only Participant and the exercise procedures set forth in Section 3.2(1)
shall be followed.



 


		(4)	Payment representing the aggregate Exercise Price must be provided to the appropriate office of
the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and
payment from such beneficial holder should be provided to the Book Entry Only Participant sufficiently in advance so as to permit
the Book Entry Only Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice
and payment to the Warrant Agent prior to the Expiry Time. The Depository will initiate the exercise by way of the Confirmation
and forward the aggregate Exercise Price electronically to the Warrant Agent, which amount the Warrant Agent will promptly pay
to the Corporation, and the Warrant Agent will execute the exercise by issuing to the Depository through the book entry registration
system the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with
the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant
exercising the Warrants on its behalf.



 






     


     -16-


    

 


		(5)	By causing a Book Entry Only Participant to deliver notice to the Depository, a Warrantholder shall
be deemed to have irrevocably surrendered his or her Warrants so exercised and appointed such Book Entry Only Participant to act
as his or her exclusive settlement agent with respect to the exercise and the receipt of Common Shares in connection with the obligations
arising from such exercise.



 


		(6)	Any notice which the Depository determines to be incomplete, not in proper form or not duly executed
shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to
have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof
in accordance with the Warrantholder’s instructions will not give rise to any obligations or liability on the part of the
Corporation or Warrant Agent to the Book Entry Only Participant or the Warrantholder.



 


		(7)	Any exercise form or Exercise Notice referred to in this Section 3.2 shall be signed by the
Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder,
duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice or exercise form need not
be executed by the Depository.



 


		(8)	Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price
for the Common Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice
executed by the Registered Warrantholder or the Confirmation from the Depository must be received by the Warrant Agent prior to
the Expiry Time.



 


		(9)	Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered
Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule “B”
or as provided herein and delivers, if applicable, any opinion or other evidence as required by the Corporation or the Warrant
Agent.



 


		(10)	If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the
Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.



 


		(11)	Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the
Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice or Confirmation received
by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by
the Warrant Agent on the next following Business Day.



 






     


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		(12)	Any Warrant with respect to which an Exercise Notice or Confirmation is not received by the Warrant
Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrants shall
terminate and be cancelled.



 


Section 3.3Restrictions
on Exercise by U.S. Persons; Legended Certificates


 


		(1)	Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States
or by, or on behalf of, or for the account or benefit of, any U.S. Person or Person in the United States; and (ii) no Common
Shares issued upon exercise of Warrants may be delivered to any address in the United States.



 


		(2)	Notwithstanding Section 3.3(1), Warrants may be exercised in the United States or by or on
behalf of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the
United States, provided that either (a) the Person exercising the Warrants is a Qualified Institutional Buyer and delivers
a completed and executed U.S. Purchaser Letter or (b) the Person exercising the Warrants provides in form and substance
satisfactory to the Corporation and Warrant Agent a legal opinion from counsel of recognized standing which confirms that issuance
of Common Shares upon exercise of the Warrants is exempt from registration under the U.S. Securities Act and is in compliance with
any applicable securities laws of any state of the United States.



 


		(3)	Any certificates representing Common Shares issued upon the exercise of Warrants which are exercised
by a Person in the United States, a U.S. Person, or by a Person exercising on behalf of, or for the account or benefit of,
a U.S. Person or Person in the United States and which are issued and delivered pursuant to Section 3.3(2) shall 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 UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (I) RULE 144A OF THE
U.S. SECURITIES ACT, IF AVAILABLE, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”,
AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT (“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING
MADE IN RELIANCE OF RULE 144A UNDER THE U.S. SECURITIES ACT, OR (II) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND,
IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(II) AND (D), THE SELLER FURNISHES
TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH
EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES
IN CANADA”


 






     


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provided that, if such Common
Shares are being sold outside the United States in compliance with Rule 904 of Regulation S under the U.S. Securities
Act, this legend may be removed by the transferor by providing a declaration to the transfer agent for the Common Shares of the
Corporation and the Corporation in the form set forth in Schedule “C” hereto or as the Corporation and its transfer
agent may prescribe from time to time, and if required by the Corporation or the transfer agent, an opinion of counsel, of recognised
standing in form and substance reasonably satisfactory to the Corporation and the transfer agent, that the proposed transfer may
be effected without registration under the U.S. Securities Act and applicable securities laws of any state of the United States.


 


Section 3.4Transfer
Fees and Taxes.


 


If any of the Common Shares subscribed
for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder shall execute
the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will pay to the Corporation
or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation will not be required
to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid to the Corporation
or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the
Corporation and the Warrant Agent that such tax has been paid or that no tax is due.


 


Section 3.5Warrant
Agency.


 


To facilitate the exchange, transfer or
exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed
the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants may be exercised
and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places
as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any proposed
change of the Warrant Agency. Branch Registers shall also be kept at such other place or places, if any, as the Corporation, with
the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested to do so by the Corporation
or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish a list of the names and
addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.


 






     


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Section 3.6Effect
of Exercise of Warrant Certificates.


 


		(1)	Upon the exercise of Warrants Certificates pursuant to and in compliance with Section 3.2
and subject to Section 3.3 and Section 3.4, the Common Shares to be issued pursuant to the Warrants exercised shall be
deemed to have been issued and the person or persons to whom such Common Shares are to be issued shall be deemed to have become
the holder or holders of such Common Shares within five (5) Business Days of the Exercise Date unless the Register shall be
closed on such date, in which case the Common Shares subscribed for shall be deemed to have been issued and such person or persons
deemed to have become the holder or holders of record of such Common Shares, on the date on which such Register is reopened. It
is hereby understood that in order for persons to whom Common Shares are to be issued, to become holders of Common Shares on record
on the Exercise Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is
in receipt of all items of exercise at least one Business Day prior to such Exercise Date.



 


		(2)	Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent
shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the
Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant
Agency where the Warrant Certificate was surrendered, if any, a certificate or certificates for the appropriate number of Common
Shares subscribed for, or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect
of Common Shares issued under the book entry registration system.



 


Section 3.7Partial
Exercise of Warrants; Fractions.


 


		(1)	The holder of any Warrants may exercise his right to acquire a number of whole Common Shares less
than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than
the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled
to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate
evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.



 


		(2)	Notwithstanding anything herein contained including any adjustment provided for in Section 4.1,
the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only
be exercised in a sufficient number to acquire whole numbers of Common Shares. Any fractional Common Shares shall be rounded down
to the nearest whole number and the holder of such Warrants shall not be entitled to any compensation in respect of any fractional
Common Share which is not issued.



 


Section 3.8Expiration
of Warrants.


 


Immediately after the Expiry Time, all
rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been exercised shall cease
and terminate and each Warrant shall be void and of no further force or effect.


 






     


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Section 3.9Accounting
and Recording.


 


		(1)	The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised,
and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company
designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares
through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant
Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the
Corporation as their interests may appear in the Register maintained by the Warrant Agent.



 


		(2)	The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include
the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof.
The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the
Corporation therefor.



 


Section 3.10Securities
Restrictions.


 


Notwithstanding anything herein contained,
Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.


 


Article 4

ADJUSTMENT OF NUMBER OF COMMON SHARES

AND EXERCISE PRICE


 


Section 4.1Adjustment
of Number of Common Shares and Exercise Price.


 


The subscription rights in effect under
the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:


 


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



 


		(i)	subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;



 


		(ii)	reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares;
or



 


		(iii)	issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or
substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of
Common Shares upon the exercise of Warrants or any outstanding options);



 






     


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(any of such events in Section 4.1(a)(i),
(ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall be adjusted as of
the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination, consolidation
or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased in proportion
to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the
case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from
such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such effective date
or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or
record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common
Shares outstanding as of the effective date or record date after giving effect to such Common Share Reorganization (including,
in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that
would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective
date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon
any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by
multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall
be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting
from such adjustment;


 


		(b)	if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date
for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling
them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities
convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common
Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise
Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise
Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding
on such record date plus a number of Common Shares equal to the number arrived at by dividing 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) by the Current Market Price, and of which the denominator shall be the total number of Common
Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or
into which the convertible or exchangeable securities so offered are convertible or exchangeable; 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 computation; such adjustment
shall be made successively whenever such a record date is fixed; to the extent that no such rights or warrants are exercised prior
to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based
upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise
of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b),
the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying
the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately
prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be
made successively whenever such a record date is fixed, provided that if two or more such record dates or record dates referred
to in this Section 4.1(b) are fixed within a period of 25 Trading Days, such adjustment will be made successively as
if each of such record dates occurred on the earliest of such record dates;



 






     


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		(c)	if and whenever at any time during the Adjustment Period the Corporation shall fix a record date
for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities
of any class, whether of the Corporation or any other entity (other than Common Shares), (ii) rights, options or warrants
to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than
pursuant to a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each
such case, and if such distribution does fall under Section 4.1(a) or Section 4.1(b), the Exercise Price shall be adjusted
immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such
record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied
by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record date, as determined
by the Corporation (whose determination shall be conclusive), of such securities or other assets so issued or distributed over
the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares, and of which
the denominator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price;
and 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 computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such
distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such
record date had not been fixed. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(c), the Exchange Rate
will be adjusted immediately after such record date so that it will equal the rate determined by multiplying the Exchange Rate
in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to
such adjustment and the denominator shall be the Exercise Price resulting from such adjustment;



 






     


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		(d)	if and whenever at any time during the Adjustment Period, there is a reclassification of the Common
Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation,
arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity (other than
a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the Common Shares or a change
or exchange of the Common Shares into other shares), or a sale or conveyance of the property and assets of the Corporation as an
entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Registered Warrantholder
who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation,
amalgamation, arrangement or merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive
upon payment of the Exercise Price and shall accept, in lieu of the number of Common Shares that prior to such effective date the
Registered Warrantholder would have been entitled to receive, the number of shares or other securities or property of the Corporation
or such other body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or
to which such sale or conveyance may be made, as the case may be, that such Registered Warrantholder would have been entitled to
receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance,
if, on the effective date thereof, as the case may be, the Registered Warrantholder had been the registered holder of the number
of Common Shares to which prior to such effective date it was entitled to acquire upon the exercise of the Warrants. If determined
appropriate by the Corporation, relying on advice of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d),
the Corporation, its successor, or such other body corporate, partnership, trust or other entity, as the case may be, shall, prior
to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger,
sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions
set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to the end that
the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be,
with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its
acquisition rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions
of this Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof.
Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership,
trust or other entity and the Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, capital reorganizations,
amalgamations, consolidations, mergers, sales or conveyances;



 


		(e)	in any case in which this Section 4.1 shall require that an adjustment shall become effective
immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event,
issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the
additional Common Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided,
however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered
Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment
and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common
Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions
of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;



 






     


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		(f)	in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require
that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding
Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii),
Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c),
as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable
record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common
Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;



 


		(g)	the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of
adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions,
reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions
of this Section 4.1, provided that, notwithstanding any other provision of this Section 4.1, no adjustment in the Exercise
Price, or resulting adjustment in the number of Common Shares issuable on exercise of Warrants, will be made unless the adjustment
would result in a change of at least 1% in the prevailing Exercise Price and the number of Common Shares purchasable upon the exercise
of the Warrants would change by at least one one-hundredth of a Common Share; provided, that any adjustment that would have been
required to be made except for the provisions of this paragraph will be carried forward and taken into account in the next adjustment;
provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; and



 


		(h)	after any adjustment pursuant to this Section 4.1, the term “Common Shares”
where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment
and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise
of his Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean
the number of Common Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such
adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.



 


Section 4.2Entitlement
to Common Shares on Exercise of Warrant.


 


All Common Shares or shares of any class
or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the exercise of its Warrant,
whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of the interpretation of
this Indenture, be deemed to be Common Shares which such Registered Warrantholder is entitled to acquire pursuant to such Warrant.


 






     


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Section 4.3No
Adjustment for Certain Transactions.


 


For greater certainty, no adjustment in
the Exercise Price shall be made pursuant to Section 4.1 in respect of the issue from time to time:


 


		(a)	of Common Shares purchasable on exercise of the Warrants as contemplated herein;



 


		(b)	of dividends paid in the ordinary course of Common Shares to holders of Common Shares who exercise
an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend pursuant
to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the stock exchange
on which the Common Shares are listed for trading and applicable securities laws; or



 


		(c)	of Common Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit
plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Corporation, as such option
or plan is amended or superseded from time to time in accordance with the requirements of the stock exchange on which the Common
Shares are listed for trading and applicable securities laws, and such other stock option, stock option plan, stock purchase plan
or benefit plan as may be adopted by the Corporation in accordance with the requirements of the stock exchange on which the Common
Shares are listed for trading and applicable securities laws;



 


		(d)	of Common Shares as payment of interest on any outstanding notes;



 


		(e)	of the issuance of securities in connection with strategic license agreements and other partnering
arrangements of the Corporation or any subsidiary thereof; or



 


		(f)	of Common Shares as full or partial consideration in connection with a strategic merger, consolidation
or purchase of substantially all of the securities or assets of a corporation or other entity;



 


and any such issue shall be deemed not
to be a Common Share Reorganization.


 


Section 4.4Determination
by Independent Firm.


 


In the event of any question arising with
respect to the adjustments provided for in this Article 4 such question shall be conclusively determined by an independent
firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the Corporation, and such
determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons interested therein.


 


Section 4.5Proceedings
Prior to any Action Requiring Adjustment.


 


As a condition precedent to the taking
of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the
number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action which may, in
the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital and may
validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are entitled
to receive on the full exercise thereof in accordance with the provisions hereof.


 






     


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Section 4.6Certificate
of Adjustment.


 


The Corporation shall from time to time
immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.1, deliver
a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the amount of the
adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s Auditors
verifying such calculation. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation
or of the Auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.


 


Section 4.7Notice
of Special Matters.


 


The Corporation covenants with the Warrant
Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered Warrantholders
of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may be required pursuant
to Section 4.1. Such notice shall specify the particulars of such event and the record date for such event, provided that
the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined
on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior to such applicable
record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment
is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered Warrantholders of
such adjustment computation.


 


Section 4.8No
Action after Notice.


 


The Corporation covenants with the Warrant
Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered Warrantholder
of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving of
the certificate or notices set forth in Section 4.6, Section 4.7 and Section 4.9.


 


Section 4.9Other
Action.


 


If the Corporation, after the date hereof,
shall take any action affecting the Common Shares other than action described in Section 4.1, which in the reasonable opinion
of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or
Exchange Rate, the number of Common Shares which may be acquired upon exercise of the Warrants shall be adjusted in such manner
and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion as they may determine
to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will be made unless any
requisite prior approval of the TSX or other any stock exchange on which the Common Shares are listed for trading has been obtained.


 






     


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Section 4.10Protection
of Warrant Agent.


 


The Warrant Agent shall not:


 


		(a)	at any time be under any duty or responsibility to any Registered Warrantholder to determine whether
any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed in making the same;



 


		(b)	be accountable with respect to the validity or value (or the kind or amount) of any Common Shares
or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to
any Warrant;



 


		(c)	be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or
certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any
of the covenants contained in this Article; and



 


		(d)	incur any liability or be in any way responsible for the consequences of any breach on the part
of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers,
employees, agents or servants of the Corporation.



 


Section 4.11Participation
by Warrantholder.


 


No adjustments shall be made pursuant to
this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this Article 4
on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or
on the effective date or record date of, such event.


 


Article 5

RIGHTS OF THE CORPORATION AND COVENANTS


 


Section 5.1Optional
Purchases by the Corporation.


 


Subject to compliance with applicable securities
legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private
contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion
of the directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such
persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated Warrants,
Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and
cancelled by the Warrant Agent and reflected accordingly on the Register of Warrants. In the case of Uncertificated Warrants, the
Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the Register of Warrant and in accordance
with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement
thereof.


 






     


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Section 5.2General
Covenants.


 


The Corporation covenants with the Warrant
Agent that so long as any Warrants remain outstanding:


 


		(a)	it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling
it to satisfy its obligations to issue Common Shares upon the exercise of such outstanding Warrants;



 


		(b)	it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants
to be duly issued and delivered in accordance with the Warrants and the terms hereof;



 


		(c)	all Common Shares which shall be issued upon exercise of the right to acquire provided for herein
shall be fully paid and non-assessable;



 


		(d)	it will use reasonable commercial efforts to maintain its existence;



 


		(e)	it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable
from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) and the Warrants continue
to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Corporation), provided
that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation,
arrangement, takeover bid or merger that would result in the Common Shares or the Warrants ceasing to be listed and posted for
trading on the TSX, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange
in Canada, or cash, or the holders of the Common shares have approved the transaction in accordance with the requirements of applicable
corporate and securities laws and the policies of the TSX;



 


		(f)	the Corporation will make all requisite filings under applicable Canadian securities legislation
including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions
where it is or becomes a reporting issuer;



 


		(g)	generally, it will well and truly perform and carry out all of the acts or things to be done by
it as provided in this Indenture; and



 


		(h)	the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any
default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.



 


Section 5.3Warrant
Agent’s Remuneration and Expenses.


 


The Corporation covenants that it will
pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant
Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration
or execution of the duties hereby created (including the reasonable compensation and the disbursements of its Counsel and all other
advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant
Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the
invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable
upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.


 






     


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Section 5.4Performance
of Covenants by Warrant Agent.


 


If the Corporation shall fail to perform
any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders of such failure on
the part of the Corporation and may itself perform any of the covenants capable of being performed by it but, subject to Section 9.2,
shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such performance by it. All
sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3. No such performance,
expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its continuing obligations
under the covenants herein contained.


 


Section 5.5Enforceability
of Warrants.


 


The Corporation covenants and agrees that
it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated
as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms
hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired
upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.


 


Article 6

ENFORCEMENT


 


Section 6.1Suits
by Registered Warrantholders.


 


All or any of the rights conferred upon
any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder by appropriate
proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its own name to enforce
each and all of the provisions herein contained for the benefit of the Registered Warrantholders.


 


Section 6.2Suits
by the Corporation.


 


The Corporation shall have the right to
enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder
and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to
cancel the share certificates representing such Common Shares and amend the securities Register of the Corporation accordingly.


 


Section 6.3Immunity
of Shareholders, etc.


 


The Warrant Agent and the Warrantholders
hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator
or any past, present or future shareholder, trustee, employee or agent of the Corporation or any Successor Entity on any covenant,
agreement, representation or warranty by the Corporation herein.


 






     


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Section 6.4Waiver
of Default.


 


Upon the happening of any default hereunder:


 


		(a)	the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have
power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent
to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall
be prescribed in such requisition; or



 


		(b)	the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions
as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice
of Counsel, the same shall have been cured or adequate provision made therefor;



 


provided that no delay or omission of the
Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act
or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any
manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.


 


Article 7

MEETINGS OF REGISTERED WARRANTHOLDERS


 


Section 7.1Right
to Convene Meetings.


 


The Warrant Agent may at any time and from
time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being
indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’
Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of
the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written
request of the Corporation or within 30 days after receipt of such Warrantholders’ Request and the indemnity and funding
given as aforesaid, the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such
meeting shall be held in the City of Calgary, Alberta or at such other place as may be approved or determined by the Warrant Agent
and the Corporation.


 


Section 7.2Notice.


 


At least 21 days prior written notice of
any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section 10.2
and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent)
and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place
where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain
such information as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter,
but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions
of this Section 7.2.


 






     


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Section 7.3Chairman.


 


An individual (who need not be a Registered
Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual is so designated,
or if the individual so designated is not present within fifteen minutes from the time fixed for the holding of the meeting, the
Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.


 


Section 7.4Quorum.


 


Subject to the provisions of Section 7.11,
at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person or by proxy
holding at least 20% of the aggregate number of all the then outstanding Warrants. If a quorum of the Registered Warrantholders
shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered
Warrantholders or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned
to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following
Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or
dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling
the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned
meeting the Registered Warrantholders present in person or by proxy shall form a quorum and may transact the business for which
the meeting was originally convened, notwithstanding that they may not be holding at least 20% of the aggregate number of all the
then outstanding Warrants.


 


Section 7.5Power
to Adjourn.


 


The chairman of any meeting at which a
quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice
of such adjournment need be given except such notice, if any, as the meeting may prescribe.


 


Section 7.6Show
of Hands.


 


Every question submitted to a meeting shall
be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary Resolution
shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration
by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by
a particular majority shall be conclusive evidence of the fact.


 


Section 7.7Poll
and Voting.


 


		(1)	On every Extraordinary Resolution, and on any other question submitted to a meeting and after a
vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy
and holding at least 5% of the aggregate number of all the then outstanding Warrants, a poll shall be taken in such manner as the
chairman shall direct. Questions other than those required to be determined by Extraordinary Resolution shall be decided by a majority
of the votes cast on the poll.



 






     


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		(2)	On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder
or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder
present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of
each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall
be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.



 


Section 7.8Regulations.


 


		(1)	The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to
time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for
the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting;



 


		(2)	Any regulations so made shall be binding and effective and the votes given in accordance therewith
shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting
as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9),
shall be Registered Warrantholders or proxies of Registered Warrantholders.



 


Section 7.9Corporation
and Warrant Agent May be Represented.


 


The Corporation and the Warrant Agent,
by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the Warrant Agent may
attend any meeting of the Registered Warrantholders.


 


Section 7.10Powers
Exercisable by Extraordinary Resolution.


 


In addition to all other powers conferred
upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting shall, subject to the
provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:


 


		(a)	to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of
Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s
prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise
under this Indenture or otherwise;



 


		(b)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered
Warrantholders;



 


		(c)	to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce
any of the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered
Warrantholders in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;



 






     


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		(d)	to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation
in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary
Resolution;



 


		(e)	to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding
against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce
any of the rights of the Registered Warrantholders;



 


		(f)	to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding
to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly
incurred by such Registered Warrantholder in connection therewith;



 


		(g)	to assent to any change in or omission from the provisions contained in this Indenture or any ancillary
or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute
any ancillary or supplemental indenture embodying the change or omission;



 


		(h)	with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the
Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant
Agent so removed; and



 


		(i)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes
of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.



 


Section 7.11Meaning
of Extraordinary Resolution.


 


		(1)	The expression “Extraordinary Resolution” when used in this Indenture means,
subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered
Warrantholders duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there
are present in person or by proxy Registered Warrantholders holding at least 20% of the aggregate number of the then outstanding
Warrants and passed by the affirmative votes of Registered Warrantholders holding not less than 662⁄3% of the aggregate number
of the then outstanding Warrants at the meeting and voted on the poll upon such resolution.



 


		(2)	If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders
holding at least 20% of the aggregate number of all the then outstanding Warrants are not present in person or by proxy within
30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’
Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days
later, and to such place and time as may be appointed by the chairman. Not less than 14 days prior notice shall be given of
the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that at the
adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary
to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered
Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally
convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1)
shall be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders holding
at least 20% of the aggregate number of all the then outstanding Warrants are not present in person or by proxy at such adjourned
meeting.



 






     


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		(3)	Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll
and no demand for a poll on an Extraordinary Resolution shall be necessary.



 


Section 7.12Powers
Cumulative.


 


Any one or more of the powers or any combination
of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary Resolution or otherwise
may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to
time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or powers or combination
of powers then or thereafter from time to time.


 


Section 7.13Minutes.


 


Minutes of all resolutions and proceedings
at every meeting of Registered Warrantholders shall be made and duly entered in books to be provided from time to time for that
purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or
the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters
therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have
been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be
deemed to have been duly passed and taken.


 


Section 7.14Instruments
in Writing.


 


All actions which may be taken and all
powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be
taken and exercised by Registered Warrantholders holding not less than 662⁄3% of the aggregate number of all of the then outstanding
Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney
duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture shall include
an instrument so signed.


 


Section 7.15Binding
Effect of Resolutions.


 


Every resolution and every Extraordinary
Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders shall be binding
upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed by Registered
Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories thereto or
not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained) shall be
bound to give effect accordingly to every such resolution and instrument in writing.


 






     


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Section 7.16Holdings
by Corporation Disregarded.


 


In determining whether Registered Warrantholders
holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present at a meeting of Registered
Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution, Warrantholders’
Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded in
accordance with the provisions of Section 10.7.


 


Article 8

SUPPLEMENTAL INDENTURES


 


Section 8.1Provision
for Supplemental Indentures for Certain Purposes.


 


From time to time, the Corporation (when
authorized by action of the directors) and the Warrant Agent may, subject to TSX approval and to the provisions hereof and they
shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments
supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:


 


		(a)	providing for the issuance of additional Warrants hereunder and any consequential amendments hereto
as may be required by the Warrant Agent relying on the advice of Counsel;



 


		(b)	setting forth any adjustments resulting from the application of the provisions of Article 4;



 


		(c)	adding to the provisions hereof such additional covenants and enforcement provisions as, in the
opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent,
relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;



 


		(d)	giving effect to any Extraordinary Resolution passed as provided in Section 7.11;



 


		(e)	making such provisions not inconsistent with this Indenture as may be necessary or desirable with
respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any
stock exchange or quotation system, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the
advice of Counsel, prejudicial to the interests of the Registered Warrantholders;



 


		(f)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision
for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance
thereof;



 


		(g)	modifying any of the provisions of this Indenture, including relieving the Corporation from any
of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative
or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no
way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant
Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate
protection to the Warrant Agent when the same shall become operative;



 






     


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		(h)	providing for the issuance of additional Warrants hereunder, including Warrants in excess of the
number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the
advice of Counsel; and



 


		(i)	for any other purpose not inconsistent with the terms of this Indenture, including the correction
or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that
in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders
are in no way prejudiced thereby.



 


Section 8.2Successor
Entities.


 


In the case of the consolidation, amalgamation,
arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety
to or with another entity (“Successor Entity”), the Successor Entity resulting from such consolidation, amalgamation,
arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental indenture satisfactory in form
to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance and observance of each and
every covenant and condition of this Indenture to be performed and observed by the Corporation.


 


Article 9

CONCERNING THE WARRANT AGENT


 


Section 9.1Trust
Indenture Legislation.


 


		(1)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a
mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.



 


		(2)	The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture
and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.



 


Section 9.2Rights
and Duties of Warrant Agent.


 


		(1)	In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture,
the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise
in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for
its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.



 






     


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		(2)	The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the
purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered
Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act,
action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant
Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred
thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require
the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.



 


		(3)	The Warrant Agent may, before commencing or at any time during the continuance of any such act,
action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the
Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.



 


		(4)	Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or
entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.



 


Section 9.3Evidence,
Experts and Advisers.


 


		(1)	In addition to the reports, certificates, opinions and other evidence required by this Indenture,
the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such
form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.



 


		(2)	In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good
faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports,
written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant
Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the
Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence
complies with the applicable requirements of this Indenture.



 


		(3)	Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation
shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended
that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so
deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent
take the action to be based thereon.



 


		(4)	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or
advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for
all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct
or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.



 






     


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		(5)	The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on
the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser,
whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration
of the agency hereof.



 


Section 9.4Documents,
Monies, etc. Held by Warrant Agent.


 


		(1)	Any monies, securities, documents of title or other instruments that may at any time be held by
the Warrant Agent shall be placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I
of the Bank Act (Canada), or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal
thereof under any provisions of this Indenture, shall be held, invested and reinvested in “Permitted Investments” as
directed in writing by the Corporation. “Permitted Investments” shall be treasury bills guaranteed by the Government
of Canada having a term to maturity not to exceed ninety (90) days, or term deposits or bankers’ acceptances of a Canadian
chartered bank having a term to maturity not to exceed ninety (90) days, or such other investments that is in accordance with
the Warrant Agent’s standard type of investments. Unless otherwise specifically provided herein, all interest or other income
received by the Warrant Agent in respect of such deposits and investments shall belong to the Corporation.



 


		(2)	Any written direction for the investment or release of funds received shall be received by the
Warrant Agent by 10:00 a.m. (Toronto time) on the Business Day on which such investment or release is to be made, failing
which such direction will be handled on a commercially reasonable efforts basis and may result in funds being invested or released
on the next Business Day.



 


		(3)	The Warrant Agent shall have no responsibility or liability for any diminution of any funds resulting
from any investment made in accordance with this Indenture, including any losses on any investment liquidated prior to maturity
in order to make a payment required hereunder.



 


		(4)	In the event that the Warrant Agent does not receive a direction or only a partial direction, the
Warrant Agent may hold cash balances constituting part or all of such monies and may, but need not, invest same in its deposit
department, the deposit department of one of its affiliates, or the deposit department of a Canadian chartered bank; but the Warrant
Agent, its affiliates or a Canadian chartered bank shall not be liable to account for any profit to any parties to this Indenture
or to any other person or entity.



 


Section 9.5Actions
by Warrant Agent to Protect Interest.


 


The Warrant Agent shall have power to institute
and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests
and the interests of the Registered Warrantholders.


 






     


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Section 9.6Warrant
Agent Not Required to Give Security.


 


The Warrant Agent shall not be required
to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise in respect of
the premises.


 


Section 9.7Protection
of Warrant Agent.


 


By way of supplement to the provisions
of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:


 


		(a)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in
this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the authentication
of the Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and
shall be deemed to be made by the Corporation;



 


		(b)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require
evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;



 


		(c)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;



 


		(d)	the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible
for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any
directors, officers, employees, agents or servants of the Corporation;



 


		(e)	the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates,
their officers, directors, employees, agents, successors and assigns (collectively, the “Indemnified Parties”)
from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings,
costs, charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever
kind and nature which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them,
whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing
whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties,
or any other services that Warrant Agent may provide in connection with or in any way relating to this Indenture; provided that
the Corporation shall not be required to indemnify the Indemnified Parties in the event of the gross negligence or wilful misconduct
of the Indemnified Parties, and this provision shall survive the resignation or removal of the Warrant Agent or the termination
or discharge of this Indenture; and



 


		(f)	notwithstanding the foregoing or any other provision of this Indenture, any liability of the Warrant
Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Warrant Agent under
this Indenture in the twenty four (24) months immediately prior to the Warrant Agent receiving the first notice of the claim.
Notwithstanding any other provision of this Indenture, and whether such losses or damages are foreseeable or unforeseeable, the
Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law
or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential,
exemplary, aggravated or punitive losses or damages.



 






     


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Section 9.8Replacement
of Warrant Agent; Successor by Merger.


 


		(1)	The Warrant Agent may resign its agency and be discharged from all further duties and liabilities
hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing
or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution
shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant
Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming
incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already
been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any
Registered Warrantholder may apply to a judge of the Supreme Court of the Province of Alberta on such notice as such judge may
direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall
be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this
Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of Alberta and, if required
by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall
be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Warrant Agent
hereunder.



 


		(2)	Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered
Warrantholders thereof in the manner provided for in Section 10.2.



 


		(3)	Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be
Authenticated by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.



 


		(4)	Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated or to
which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom
to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the
Warrant Agent shall be the successor to the Warrant Agent hereunder without any further act on its part or any of the parties hereto,
provided that such corporation would be eligible for appointment as successor Warrant Agent under Section 9.8(1).



 


Section 9.9Acceptance
of Agency


 


The Warrant Agent hereby accepts the agency
in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein set forth.


 






     


     -41-


    

 


Section 9.10Warrant
Agent Not to be Appointed Receiver.


 


The Warrant Agent and any person related
to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or
undertaking of the Corporation.


 


Section 9.11Warrant
Agent Not Required to Give Notice of Default.


 


The Warrant Agent shall not be bound to
give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it
shall have been required to do so under the terms hereof; nor shall the Warrant Agent be required to take notice of any default
hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be
brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this
Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, warranties,
covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the
Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.


 


Section 9.12Anti-Money
Laundering.


 


		(1)	The Corporation hereby represents to the Warrant Agent that any account to be opened by, or interest
to be held by the Warrant Agent in connection with this Agreement, for or to the credit of the Corporation, either (i) is
not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party,
in which case such party hereto agrees to complete and execute forthwith a declaration in the Warrant Agent’s prescribed
form as to the particulars of such third party.



 


		(2)	The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act
if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such
act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation,
regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this
Indenture has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions
legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other
parties to this Indenture, provided (i) that the Warrant Agent’s written notice shall describe the circumstances of
such non-compliance; and (ii) that if such circumstances are rectified to the Warrant Agent’s satisfaction within such
ten (10) day period, then such resignation shall not be effective.



 


Section 9.13Compliance
with Privacy Code.


 


The parties acknowledge that the Warrant
Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such
parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use
such information for the following purposes:


 


		(a)	to provide the services required under this Indenture and other services that may be requested
from time to time;



 






     


     -42-


    

 


		(b)	to help the Warrant Agent manage its servicing relationships with such individuals;



 


		(c)	to meet the Warrant Agent’s legal and regulatory requirements; and



 


		(d)	if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to
assist in verification of an individual’s identity for security purposes.



 


Each party acknowledges
and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it
in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its
Privacy Code, which the Warrant Agent shall make available on its website, www.computershare.com,
or upon request, including revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside
of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Further,
each party agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to
an individual who is not a party to this Indenture unless that party has assured itself that such individual understands and has
consented to the aforementioned uses and disclosures.


 


Section 9.14SEC
Reporting Status.


 


The Corporation confirms that as at the
date of execution of this Indenture it does have a class of securities registered pursuant to Section 12 of the U.S. Exchange Act,
and is subject to a reporting obligation pursuant to Section 13(a) and 15(d) of the U.S. Exchange Act.


 


The Corporation covenants that in the event
that (i) any class of its securities shall become or cease to be registered pursuant to Section 12 of the U.S. Exchange Act or
the Corporation shall incur or cease to have a reporting obligation pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act,
or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the U.S. Exchange
Act, the Corporation shall promptly deliver to the Warrant Agent an Officer’s Certificate (in a form provided by the Warrant
Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may reasonably
require at the time. The Corporation acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants
in order to meet certain obligations with respect to those clients who are filing reports with the SEC.


 






     


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Article 10

GENERAL


 


Section 10.1Notice
to the Corporation and the Warrant Agent.


 


		(1)	Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation
or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if emailed:



 


		(a)	If to the Corporation:



 


	Oncolytics Biotech Inc.	Attention:	Chief Financial Officer
	210, 1167 Kensington Crescent N.W.	Email:	info@oncolyticsbiotech.com
	Calgary, AB  T2N 1X7	 	 
	 	 	 
	With a copy to:	 	 
	 	 	 
	McCarthy Tétrault LLP	Attention:	Michael Bennett
	Suite 4000, 421 7th Avenue S.W.	Facsimile:	mbennett@mccarthy.ca
	Calgary, AB  T2P 4K9	 	 


		(b)	If to the Warrant Agent:



 


	Computershare Trust Company of Canada	Attention:	Manager, Corporate Trust
	
        600, 530 – 8th Avenue S.W.

        Calgary, Alberta T2P 3S8
	Email:	Corporatetrust.calgary@computershare.com
	 
	 	 	 


and any such notice delivered
in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the
fifth Business Day following the date of mailing such notice or, if faxed or transmitted by other electronic means, on the next
Business Day following the date of transmission.


 


		(2)	The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other
in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed
by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.



 


		(3)	If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal
employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely
to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to
which it is addressed, as provided in Section 10.1(1), or given by facsimile or email or other means of prepaid, transmitted
and recorded communication.



 


Section 10.2Notice
to Registered Warrantholders.


 






     


     -44-


    

 


		(1)	Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions
of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their
mailing addresses appearing on the Register hereinbefore mentioned and shall be deemed to have been effectively received and given
on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice. In the event that Warrants
are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication to the Depository
and shall be deemed received and given on the day it is so sent.



 


		(2)	If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal
employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its
destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address
for such Registered Warrantholders contained in the Register maintained by the Warrant Agent or such notice may be given, at the
Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily
newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within
5 Business Days of such event, and any so notice published shall be deemed to have been received and given on the latest date
the publication takes place.



 


Section 10.3Ownership
of Warrants.


 


The Corporation and the Warrant Agent may
deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation and the Warrant
Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant Agent is required
to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered Warrantholder of
the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Warrant Agent for
the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder except where
the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.


 


Section 10.4Counterparts.


 


This Indenture may be executed in several
counterparts and may be delivered by facsimile and other electronic means, each of which when so executed shall be deemed to be
an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution
they shall be deemed to be dated as of the date hereof.


 


Section 10.5Satisfaction
and Discharge of Indenture.


 


Upon the earlier of:


 


		(a)	the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation
all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory
to the Warrant Agent), in the case of Uncertificated Warrants, or by way of standard processing through the book entry only system
in the case of a CDS Global Warrant; and



 


		(b)	the Expiry Time;



 






     


     -45-


    

 


and if all certificates or other entries
on the Register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and
delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect
and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a
certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been
complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the
foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and
survive the termination of this Indenture.


 


Section 10.6Provisions
of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.


 


Nothing in this Indenture or in the Warrants,
expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered Warrantholders,
as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision herein
or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.


 


Section 10.7Common
Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.


 


For the purpose of disregarding any Warrants
owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from
time to time, a certificate of the Corporation setting forth as at the date of such certificate:


 


		(a)	the names (other than the name of the Corporation) of the Registered Warrantholders which, to the
knowledge of the Corporation, are owned by or held for the account of the Corporation; and



 


		(b)	the number of Warrants owned legally or beneficially by the Corporation;



 


and the Warrant Agent, in making the computations
in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.


 


Section 10.8Severability


 


If, in any jurisdiction, any provision
of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision will,
as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating
the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision in any other
jurisdiction or without affecting its application to other parties or circumstances.


 


Section 10.9Force
Majeure


 


No party shall be liable to the other,
or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained
herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or
any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or
failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because of
any delay that is excusable under this Section.


 






     


     -46-


    

 


Section 10.10Assignment,
Successors and Assigns


 


Neither of the parties hereto may assign
its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent, or as provided
in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.


 


Section 10.11Rights
of Rescission and Withdrawal for Holders


 


Should a holder of Warrants exercise any
legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and the holder’s funds
which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant Agent shall not be
responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the holder shall seek
a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or the Warrant Agent
of any underlying shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct
the Warrant Agent in writing, to cancel the exercise transaction and any such underlying shares on the Register, which may have
already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by virtue of the
holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Corporation
by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds
are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment
is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation provides
the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder as soon
as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or non-delivery
of any such funds.


 


[Remainder of Page Intentionally Left
Blank]


 


 


 


 


 


 




     


     -47-


    

IN WITNESS WHEREOF the parties hereto
have executed this Indenture under the hands of their proper officers in that behalf as of the date first written above.


 


	 	ONCOLYTICS BIOTECH INC.
	 	 
	 	 
	 	 
	 	By:	(signed) Kirk J. Look
	 	 	Name:	Kirk J. Look
	 	 	Title:	Chief Financial Officer


 


 


	 	
        COMPUTERSHARE TRUST 

        COMPANY OF CANADA

	 	 
	 	 
	 	 
	 	By:	(signed) Beatriz Fedozzi
	 	 	Name:	 
	 	 	Title:	 


 


 


	 	By:	(signed) Laura Leong
	 	 	Name:	 
	 	 	Title:	 


 


 


 


 


 


 


 


 


Signature Page – Warrant Indenture


 


 


 




     


     1


    

Schedule “A”

FORM OF WARRANT


 


SUBJECT TO THE CORPORATION’S ACCELERATION
RIGHT THE EXPIRY DATE IN CERTAIN CIRCUMSTANCES, THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 5 P.M. (CALGARY
TIME) ON JUNE 1, 2022, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR
EFFECT.


 


For all Warrants sold outside the United
States and registered in the name of the Depository, the Warrants must also include the following legend:


 


(INSERT IF BEING ISSUED TO CDS)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”)
TO ONCOLYTICS BIOTECH INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER
HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS
FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.


 




     


     2


    

WARRANT


 


To acquire Common Shares of


 


ONCOLYTICS BIOTECH INC.


 


(incorporated pursuant to the laws of the
Province of Alberta)


 


	Warrant

Certificate No. ●	
        Certificate for _________________________
        Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant
        Indenture (as defined below)

         

        CUSIP 682310180

         

        ISIN CA6823101804

         

	 	 
	THIS IS TO CERTIFY THAT, for value received,


 


(the “Warrantholder”)
is the registered holder of the number of common share purchase warrants (the “Warrants”) of Oncolytics
Biotech Inc. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and
subject to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m.
(Calgary time) (the “Expiry Time”) on June 1, 2022, subject to the Acceleration Right (the “Expiry
Date”), one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted
on the date hereof (a “Common Share”) for each Warrant subject to adjustment in accordance with the terms
of the Warrant Indenture.


 


For the purpose of this Warrant Certificate
and the Warrant Indenture, “Acceleration Right” means the right of the Corporation to accelerate the Expiry
Date to a date that is 30 days following delivery of the Acceleration Notice if, at any time after the Effective Date, the volume
weighted average share price of the issued and outstanding Common Shares is greater than $2.50 per Common Share for a period of
15 consecutive Trading Days; and “Acceleration Notice” means the notice of acceleration deliverable to Registered
Warrantholders by way of press release upon the Corporation’s exercise of the Acceleration Right.


 


The right to purchase Common Shares may
only be exercised by the Warrantholder within the time set forth above by:


 


		(a)	duly completing and executing the exercise form (the “Exercise Form”) attached
hereto; and



 


		(b)	surrendering this warrant certificate (the “Warrant Certificate”), with
the Exercise Form to the Warrant Agent at the principal office of the Warrant Agent, in the city of Calgary, Alberta, together
with a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation
in an amount equal to the aggregate Exercise Price (as hereinafter defined) of the Common Shares so subscribed for.



 






     


     3


    

 


The surrender of this Warrant Certificate,
the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof
to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as
set out above.


 


Subject to adjustment thereof in the events
and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share
upon the exercise of Warrants shall be $0.95 per Common Share (the “Exercise Price”).


 


Certificates for the Common Shares subscribed
for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified
in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares
are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to
receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional
Common Shares will be issued upon exercise of any Warrant.


 


This Warrant Certificate evidences Warrants
of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments
supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of June 1, 2017
between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference is hereby
made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and the
terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture
were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on
request and without charge, a copy of the Warrant Indenture.


 


On presentation at the principal office
of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable
requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling
the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s)
so exchanged.


 


Neither the Warrants nor the Common Shares
issuable upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or any applicable securities laws of any state of the United States. These Warrants may not be exercised
in the United States or by or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States unless
this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act
and the applicable securities legislation of any state of the United States or an exemption from such registration requirements
is available. The Warrants may be exercised in the United States or by or on behalf of, or to or for the account or benefit of,
a U.S. Person, and Common Shares issued upon exercise of the Warrants may be delivered to an address in the United States, provided
that either (a) the Person exercising the Warrants is a Qualified Institutional Buyer (as defined in the Warrant Indenture) and
delivers a completed and executed U.S. Purchaser Letter (attached to the Warrant Indenture as Schedule “D” or (b) the
Person exercising the Warrants provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion
from counsel of recognized standing which confirms that issuance of Common Shares upon exercise of the Warrants is exempt from
registration under the U.S. Securities Act and is in compliance with any applicable securities laws of any state of the United
States.


 






     


     4


    

 


The Warrant Indenture contains provisions
for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares
issuable upon the exercise of Warrants in the events and in the manner set forth therein.


 


The Warrant Indenture also contains provisions
making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in
accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled
to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.


 


Nothing contained in this Warrant Certificate,
the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as
a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the
event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture,
the terms and conditions of the Warrant Indenture shall govern.


 


Warrants may only be transferred in compliance
with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Calgary or Toronto or such other
registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may
be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument
of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions
prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe
and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.


 


This Warrant Certificate will not be valid
for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.


 


The parties hereto have declared that they
have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes
déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y
rapportant, soient rédigés en anglais.


 


[Remainder of Page Intentionally
Left Blank]


 


 


 




     


     5


    

IN WITNESS WHEREOF the Corporation
has caused this Warrant Certificate to be duly executed as of the ● day of ●, 201●.


 


	 	ONCOLYTICS BIOTECH INC.
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 


	 	COMPUTERSHARE TRUST COMPANY OF CANADA
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


 




     


     6


    

FORM OF TRANSFER


 


To:Computershare Trust Company of Canada


 


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


	 
	 


(print name and address) the Warrants represented
by this Warrants Certificate and hereby irrevocable constitutes and appoints _______________ as its attorney with full power of
substitution to transfer the said securities on the appropriate register of the Warrant Agent.


 


If the proposed transfer is to a person
in the United States, a U.S. Person, or to a person acting for the account or benefit of a U.S. Person or to a person in the United
States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants is being completed pursuant
to an exemption from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state to
the United States, in which case, if requested by the Corporation or the Warrant Agent, the undersigned has furnished to the Corporation
and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation
and the Warrant Agent to such effect.


 


		☐	If transfer is to a person in the United States, a U.S. Person or a person acting for the account
or benefit of a U.S. Person or person in the United States, check this box.



 


DATED this ____ day of _______________, 20____.


 


	SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	
        )

        )
	 
	 	)	 
	 	)	Signature of Transferor
	 	)	 
	 	)	 
	 	)	 
	Guarantor’s Signature/Stamp	)	Name of Transferor
	 	)	 


REASON FOR TRANSFER – For US Residents
only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions
below).


 


	☐ Gift	☐ Estate	☐ Private Sale	☐ Other (or no change in ownership


Date of Event (Date of gift, death or sale):Value
per Warrant on the date of event:


 


	

                                                                                 
	☐ CAD OR ☐ USD


 






     


     7


    




 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ
CAREFULLY


 


The signature(s) of the transferor(s) must
correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement,
or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this
form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer.
Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of
the following methods (although subject to change in accordance with industry practice and standards):


 


Canada and the USA: A
Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE,
MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee
Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix
covering the face value of the certificate.


 


Canada: A Signature Guarantee
obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp
bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature
Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature
Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required
to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer
(as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia
Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.


 


Outside North America:
For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial
institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee
Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.


 


REASON FOR TRANSFER – FOR U.S. RESIDENTS ONLY


 


Consistent with U.S. IRS regulations, Computershare
is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer
as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather
the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the
private sale took place).


 


 


 




     


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Schedule “B”

EXERCISE FORM


 


	TO:	Oncolytics Biotech Inc.

210, 1167 Kensington Crescent N.W.

Calgary, AB  T2N 1X7
	AND TO:	Computershare Trust Company of Canada

(insert address)


The undersigned holder of the Warrants
evidenced by this Warrant Certificate hereby exercises the right to acquire _______________ (A) Common Shares of Oncolytics
Biotech Inc. (the “Corporation”)


 


	Exercise Price Payable:	 
	 	((A) multiplied by $0.95, subject to adjustment)


 


The undersigned hereby exercises the right
of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise of such Warrants
on the terms specified in such Warrant Certificate and in the Warrant Indenture.


 


The undersigned hereby acknowledges that
the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale under applicable
securities legislation.


 


Any capitalized term in this Warrant
Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.


 


The undersigned represents, warrants and
certifies as follows (one (only) of the following must be checked):


 


		☐	(A)the undersigned holder at the time of exercise of the Warrants (i) is not in the United
States, (ii) is not a U.S. Person, (iii) is not exercising the Warrants for the account or benefit of a U.S. Person or
a person in the United States, (iv) did not execute or deliver this exercise form in the United States and (v) delivery
of the underlying Common Shares will not be to an address in the United States;



 


		☐	(B)the undersigned holder is a “qualified institutional buyer” (“Qualified
Institutional Buyer”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”) at the time of exercise of these Warrants and has executed and delivered to the Corporation and the Warrant Agent
the form of U.S. Purchaser Letter attached to the Warrant Indenture as Schedule “D”; OR



 


		☐	(C)if the undersigned holder is (i) a holder in the United States, (ii) a U.S. Person,
(iii) a person exercising for the account or benefit of a U.S. Person or a person in the United States, (iv) executing
or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the United
States, and not exercising the Warrants pursuant to Box B above, the undersigned holder has delivered to the Corporation and
the Corporation’s transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance reasonably
satisfactory to the Corporation) to the effect that with respect to the Common Shares to be delivered upon exercise of the Warrants,
the issuance of such securities is exempt from registration under the U.S. Securities Act and applicable state securities law.



 






     


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It is understood that the Corporation and
Computershare Trust Company of Canada may require evidence to verify the foregoing representations.


 


		Notes:	(1)Certificates will not be registered or delivered to an address in the United States unless
Box B or Box C above is checked.



 


		(2)	If Box B or C above is checked, holders are encouraged to consult with the Corporation in advance
to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and substance to the
Corporation. Further any certificates issued pursuant to the exercise of Warrants where Box B or C above is checked will bear a
restrictive legend in the form set forth under Section 3.3 (3) of the Warrant Indenture.



 


“United States” and
“U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.


 


The undersigned hereby irrevocably directs
that the said Common Shares be issued, registered and delivered as follows:


 


	Name(s) in Full and Social Insurance Number(s)

(if applicable)	 	Address(es)	 	Number of

Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






     


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Please print full name in which certificates
representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons other than the registered
holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government charges, if any, and
the Form of Transfer must be duly executed.


 


Once completed and executed, this Exercise
Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate Trust.


 


DATED this ____day of _____, 20__.


 


	 	)	 
	 	)	 
	 	)	 
	Witness	)	(Signature of Warrantholder, to be the same
	 	)	as appears on the face of this Warrant Certificate
	 	)	 
	 	)	 
	 	)	 
	 	)	Name of Registered Warrantholder


 


		☐	Please check if the certificates representing the Common Shares are to be delivered at the office
where this Warrant Certificate is surrendered, failing which such certificates will be mailed to the address set out above. Certificates
will be delivered or mailed as soon as practicable after the surrender of this Warrant Certificate to the Warrant Agent.



 


 


 




     


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Schedule “C”



FORM OF DECLARATION FOR REMOVAL OF LEGEND


 


	TO:	Oncolytics Biotech Inc.
	AND/OR TO:	☐	Computershare Investor Services Inc., as registrar and transfer agent for the Common Shares of Oncolytics Biotech Inc., OR
	 	☐	Computershare Trust Company of Canada, as Warrant Agent for the Warrants of Oncolytics Biotech Inc.


The undersigned acknowledges that the sale
of ______________ (the “Securities”) of Oncolytics Biotech Inc. (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 “U.S. Securities Act”), and certifies that (1) either (A) the undersigned is not (i) a distributor
(as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act), (ii) an affiliate (as that term is defined
in Rule 144(a)(1) under the U.S. Securities Act) of the Corporation, (iii) an affiliate of a distributor, or (iv) acting on behalf
of any of the foregoing, or (B) the undersigned is an affiliate (as that term is defined in Rule 144(a)(1) under the U.S. Securities
Act) of the Corporation solely by virtue of being an officer or director of the Corporation, and no selling concession, fee or
other remuneration was paid in connection with the offer or sale of the Securities other than a usual and customary broker’s
commission that would be received by a Person executing such transaction as agent and the undersigned is neither (i) a distributor,
(ii) an affiliate of a distributor, nor (iii) acting on behalf of any of the foregoing, (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 undersigned and any Person acting on its behalf reasonably believed that the buyer was outside the United States,
or (B) the transaction was executed in, on or through the facilities of the Toronto Stock Exchange or any other designated offshore
securities market, and neither the undersigned nor any Person acting on its behalf knows that the transaction has been pre-arranged
with a buyer in the United States, (3) neither the undersigned nor any Affiliates of the undersigned nor any Person acting on any
of their behalf has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S under the U.S.
Securities Act) in the United States in connection with the offer and sale of the Securities, (4) the sale is not a transaction,
or part of a series of transactions that, 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, (5) the sale is bona fide and not for the purpose of “washing off”
the resale restrictions imposed because the Securities are “restricted securities” (as such term is defined in Rule
144(a)(3) under the U.S. Securities Act), and (6) the undersigned does not intend to replace the Securities sold in reliance on
Rule 904 of Regulation S with fungible unrestricted Securities. Except as set forth herein, terms used herein have the meanings
given to them by Regulation S under the U.S. Securities Act.


 




     


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DATED this ____day of _____, 20__.


 





	 	 	 
	 	(Name of Seller)	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	[●]	 	 
	 	 	Title:	[●]	 	 







  


 


Affirmation by Seller’s Broker-Dealer
(required for sales in accordance with section 2(B) above)


 


We have read the foregoing representations
of our customer, _____________________________ (the “Seller”), dated _______________________, with regard to
our sale, for such Seller’s account, of the _________________ Securities, represented by certificate number ______________
(the “Securities”), of the Company described therein, and on behalf of ourselves we certify and affirm that
(A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed
on or through the facilities of the Toronto Stock Exchange and (C) neither we, nor any Person acting on our behalf, engaged in
any directed selling efforts in connection with the offer and sale of such Securities. Terms used herein have the meanings given
to them by Regulation S.


 


______________________________________________________


Name of Firm


 


By: __________________________________________________


Authorized Officer


 


 


 


 


 


Schedule “A”


 




     


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Schedule “D”



FORM OF U.S. Purchaser letter


 


Oncolytics Biotech Inc.


210, 1167 Kensington Crescent N.W.


Calgary, Alberta, T2N 1X7


 


Attention: President and Chief Executive
Officer


 


- and to -


 


Computershare Trust Company of Canada,


 


as Warrant Agent


 


Dear Sirs:


 


We are delivering this letter in connection
with the purchase of common shares (the “Common Shares”) of Oncolytics Biotech Inc., a corporation incorporated
under the laws of the Province of Alberta (the “Corporation”) upon the exercise of warrants of the Corporation
(“Warrants”), issued under the warrant indenture dated as of June 1, 2017 between the Corporation and Computershare
Trust Company of Canada.


 


We hereby confirm that:


 


		(a)	we are a “qualified institutional buyer” as defined under Rule 144A under the United
States Securities Act of 1933 (the “U.S. Securities Act”));



 


		(b)	we are purchasing the Common Shares for our own account;



 


		(c)	we have such knowledge and experience in financial and business matters that we are capable of
evaluating the merits and risks of purchasing the Common Shares;



 


		(d)	we are not acquiring the Common Shares with a view to distribution thereof or with any present
intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) outside the United States in accordance
with Rule 904 under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 under the U.S. Securities
Act, if applicable, and in compliance with applicable state securities laws;



 


		(e)	we acknowledge that we have had access to such financial and other information as we deem necessary
in connection with our decision to exercise the Warrants and purchase the Common Shares;



 


		(f)	we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation
or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine
or similar media or on the Internet or broadcast over radio, television, or the Internet or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;



 






     


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		(g)	we understand that the Common Shares are being offered in a transaction not involving any public
offering within the United States within the meaning of the U.S. Securities Act and that the Common Shares have not been and will
not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States. We further
understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such certificates
will bear a legend in substantially the following form:



 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN AND WILL NOT BE 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 THESE SECURITIES, AGREES FOR THE BENEFIT OF THE
COMPANY THAT THESE SHARES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY,
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH
LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH (I) RULE 144A OF THE U.S. SECURITIES ACT, IF AVAILABLE, TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES
ACT (“QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE OF RULE 144A UNDER THE U.S. SECURITIES
ACT, OR (II) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, AND, IN THE CASE OF (C)(II) AND (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD
DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA”


 


provided that, if the Common Shares are
being sold outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, this legend may
be removed by the transferor providing a declaration to the transfer agent in the form set forth in Exhibit ”C” to
the Warrant Indenture or as the transfer agent or the Corporation may prescribe from time to time, and if required by the transfer
agent, including an opinion of counsel, of recognised standing reasonably satisfactory to the Corporation and the transfer agent,
that the proposed transfer may be effected without registration under the U.S. Securities Act.


 




     


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We acknowledge that you will rely upon
our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate or complete.


 


DATED this ____ day of _____, 20__.


 





	 	(Name of U.S. Purchaser)	 	 
	 	 	 	 
	 	By:	 	 	 
	 	 	Name:	 	 
	 	 	Title: