Exhibit 4.6


 





Form of Underwriter’s Warrant Agreement



 


THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW.
THIS PURCHASE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, EXERCISED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION
OF COUNSEL TO THE COMPANY, IS AVAILABLE.


 


THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD
OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC
OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK
COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF ARE SUBJECT TO CERTAIN RESALE RESTRICTIONS IN CANADA PURSUANT TO THE PROVISIONS OF APPLICABLE CANADIAN SECURITIES LAWS AND
CERTAIN RESTRICTIONS UPON TRANSFER PURSUANT TO THE TERMS HEREOF.


 


UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE [●],
2018.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [•],
2018. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2022.


 


COMMON SHARE PURCHASE WARRANT 


 


For the Purchase of [●] Common Shares


of


ACASTI PHARMA INC.


 


1.    Purchase Warrant. THIS CERTIFIES
THAT, in consideration of funds duly paid by or on behalf of THE BENCHMARK COMPANY, LLC (“Holder”), as registered
owner of this Purchase Warrant, to ACASTI PHARMA INC., a corporation governed by the laws of Quebec (the “Company”),
Holder is entitled, at any time or from time to time from [●], 2018 (the “Commencement Date”), and at
or before 5:00 p.m., Eastern time, [●], 2022, which will be the five-year anniversary of the effective date of the Company’s
Form F-1 registration statement (File No. 333-220755) (such date, the “Effective Date”) (the ”Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] common shares of the Company,
no par value (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date
is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next
succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the
Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable
at $[●] per Share; provided, however, that upon the occurrence of any of the events specified in Section 6
hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received
upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial
exercise price or the adjusted exercise price, depending on the context.


 


2.    Exercise.






     


     


    







 


2.1    Exercise Form. In order to
exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered to the Company,
together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer
of immediately available funds to an account designated by the Company or by certified check or official bank check. If the subscription
rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant
shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2    Cashless Exercise. In
lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1
above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being
exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event
the Company will issue to Holder Shares in accordance with the following formula:


 


	 	 	 	 	 	 	 	 	 
	X	 	=	 	    Y(A-B)    	 	 
	 	 	A	 	 
	Where,	 	 	 	 	 	 
	 	 	X	 	=	 	The number of Shares to be issued to Holder;
	 	 	Y	 	=	 	The number of Shares for which the Purchase Warrant is being exercised;
	 	 	A	 	=	 	The fair market value of one Share; and
	 	 	B	 	=	 	The Exercise Price.


 


For purposes of this Section 2.2, the fair market value
of a Share is defined as follows:


 


	 	(i)	if the Company’s common shares are traded on a securities exchange, the value shall be deemed to be the closing price on such exchange prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or 


 


	 	(ii)	if the Company’s common shares are actively traded over-the-counter, the value shall be deemed to be the closing bid prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors. 


 


2.3     Legend. Each certificate
for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered
under the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither the
securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration
statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion
of counsel to the Company, is available.”


 


Each certificate for the securities purchased under this Purchase
Warrant issued upon exercise of this Purchase Warrant prior to the date that is four months and a day after the Effective Date
(as defined below), or if the securities purchased under this Purchase Warrant are entered into a direct registration or other
electronic book-entry only system, or if the holder does not directly receive a certificate representing the securities issued
upon exercise of this Purchase Warrant, the written notice confirming issuance thereof, will also bear the following legend:


 


“Unless permitted under securities legislation, the holder
of this security must not trade the security in Canada or to or for the benefit of a Canadian resident before [●], 2018.”


 


2.4    Accredited Investor. The Holder
is an “accredited investor” as defined in Rule 501(a) under the Act and of National Instrument 45-106 respecting prospectus
exemptions, and is receiving the Purchase Warrant pursuant to an exemption from the prospectus requirements of applicable securities
laws.






     


     


    




2.5    Resale of Shares. Holder and
the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance &
Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection
with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements
under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the
following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter
or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement;
(b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate,
current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares
from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter
or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees
may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with
those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to
the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised
in various no-action letters that the holding period associated with securities issued without registration to a service provider
commences upon the completion of the services, which the Company agrees and acknowledges shall be the closing of the Offering,
and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same
issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees
is the date of the initial issuance of this Purchase Warrant). In the event that following a request by Holder to transfer the
Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company reasonably concludes that
Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws,
regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known
by the Company or its counsel on the date hereof (either, a “Registration Trigger Event”), then the Company shall promptly,
and in any event within five (5) business days following the request, provide written notice to Holder of such determination.
As a condition to giving such notice, the Company shall offer Holder a single demand registration right pursuant to an agreement
in form acceptable to the Holder; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant
to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel
for the Company, the Company shall, upon request of Holder given no earlier than six months after the final closing of the Offering,
instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation
528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance
with the conditions of Compliance & Disclosure Interpretation 528.04.


 


3.    Transfer.


 


3.1    General Restrictions. The
registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell,
transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the
Effective Date to anyone other than: (i) THE BENCHMARK COMPANY, LLC (“Benchmark”) or an underwriter or
a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Benchmark or of any such underwriter
or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), (b) cause this Purchase Warrant or the securities
issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). After
180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities
laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
Subject to applicable securities laws, the Company shall within five (5) Business Days transfer this Purchase Warrant on the
books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment, or (c) sell, transfer, assign, pledge or hypothecate this Purchase
Warrant or the securities issuable upon exercise of this Purchase Warrant in Canada or to or for the benefit of a Canadian resident
before [●], 2018, unless otherwise permitted under applicable securities legislation.






     


     


    




3.2     Restrictions Imposed by the Act.
The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred pursuant to (a) an exemption from registration
under the Act and applicable state securities laws, and (b) an exemption from the prospectus or other requirements of applicable
Canadian securities laws, the availability of which is established to the reasonable satisfaction of the Company (the Company hereby
agreeing that the opinion of Schiff Hardin LLP shall be deemed satisfactory evidence of the availability of an exemption under
the Act and applicable U.S. state securities laws and, for purposes of the Holder’s reliance on the availability of the appropriate
exemption from the prospectus or other requirements of applicable Canadian securities laws, the Company shall instruct its Canadian
counsel to render any required opinion), or (ii) a registration statement or a post-effective amendment to the Registration
Statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities
and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been
established and compliance with applicable Canadian securities laws including a receipted final prospectus under provincial or
territorial laws unless otherwise offered or sold pursuant to an available exemption from, or in a transaction not subject to,
the prospectus or other requirements of applicable Canadian securities laws.


 


4.    Registration Rights.


 


4.1    Grant of Right. The Holder
shall have the right for a period of no more than five years from the Effective Date to include the Shares underlying the Purchase
Warrants (collectively, the “Registrable Securities”) as part of any other registration of securities filed
by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or
pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public
offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation
on the number of common shares which may be included in the Registration Statement because, in such underwriter(s)’ judgment,
marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated
to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder
requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made
pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought
to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company
has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration
Statement or are not entitled to pro rata inclusion with the Registrable Securities.


 


4.2    Terms. The Company shall bear
all fees and expenses attendant to registering the Registrable Securities pursuant to this Section 4 hereof, but the Holders
shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them
in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than ten (10) days written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement
filed by the Company until such time as all of the Registrable Securities have been registered for resale under the Act or sold
by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein
by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration
statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may
request registration under this section; provided, however, that such “piggy-back” registration rights shall terminate
on the fifth anniversary of the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(v).


 


4.3    Indemnification. The Company
shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each
person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Holder(s) pursuant to the underwriting agreement relating to such registration statement (the “Underwriting Agreement”).
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever)
to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf
of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in the Underwriting Agreement pursuant to which the underwriters have
agreed to indemnify the Company.






     


     


    




4.3     Exercise of Purchase Warrants.
Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior
to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.4     Documents Delivered to Holders.
The Company shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described
below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules
of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times, during normal
business hours, as any such Holder shall reasonably request.


 


4.5     Underwriting Agreement. If
the Company shall enter into an underwriting agreement, pursuant to which Registrable Securities of a Holder are being registered,
such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters
except as they may relate to such Holders, their Shares and their intended methods of distribution.


 


4.6     Documents to be Delivered by
Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company (i) a completed
and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


5.    New Purchase Warrants to be Issued.


 


5.1    Partial Exercise or Transfer.
Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In
the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together
with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant
of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares
purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.


 


5.2     Lost Certificate. Upon receipt
by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably
satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor
and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall
constitute a substitute contractual obligation on the part of the Company.


 


6.    Adjustments.


 


6.1    Adjustments to Exercise Price
and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment
from time to time as hereinafter set forth:


 


6.1.1    Share Dividends; Split Ups.
If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased
by a share dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the
number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise
Price shall be proportionately decreased.


 


6.1.2     Aggregation of Shares.
If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased
by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the
number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise
Price shall be proportionately increased.






     


     


    




6.1.3     Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered
by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction
or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction
or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant
shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise
hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares
or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or
amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares
of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also
results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1,
6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4     Changes in Form of Purchase
Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase
Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase
Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date
or the computation thereof.


 


6.2     Substitute Purchase Warrant.
In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another
corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or
change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute
and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or
to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise
of such Purchase Warrant, the kind and amount of shares and other securities and property receivable upon such consolidation or
share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might
have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6.
The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3     Elimination of Fractional Interests.
The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant,
nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that
all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number
of Shares or other securities, properties or rights.


 


7.     Reservation and Listing. The
Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise
of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise
thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued,
fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be
outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase
Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, quoted
on the OTC Bulletin Board or any successor trading market) on which the Company’s common shares may then be listed and/or
quoted.






     


     


    




8.    Certain Notice Requirements.


 


8.1    Holder’s Right to Receive
Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least
ten (10) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of
the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of
the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is
given to the shareholders.


 


8.2     Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if
the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated
by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to
all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation)
or a sale of all or substantially all of its property, assets and business shall be proposed.


 


8.3     Notice of Change in Exercise
Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof,
send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
Chief Financial Officer.


 


8.4     Transmittal of Notices. All
notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have
been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered Holder
of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to
following address or to such other address as the Company may designate by notice to the Holders:


 


If to the Holder:


 


The Benchmark Company, LLC


150 East 58th Street, 17th Floor


New York, New York 10155


Attention: Managing Director


 


If to the Company:


 


Acasti Pharma Inc.


545 Promenade du Centropolis, Suite 100


Laval, Québec, Canada H7T 0A3


Attention: President


 


9.    Miscellaneous.


 


9.1    Amendments. The Company and
Benchmark may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to
cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Benchmark
may deem necessary or desirable and that the Company and Benchmark deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement
of the modification or amendment is sought.






     


     


    




9.2     Headings. The headings contained
herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation
of any of the terms or provisions of this Purchase Warrant.


 


9.3.     Entire Agreement. This Purchase
Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant)
constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4     Binding Effect. This Purchase
Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees,
respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5     Governing Law; Submission to
Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to conflict of laws principles thereof. Each of the Company and the Holder hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be
brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company
and the Holder hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Any process or summons to be served upon the Company or the Holder may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company and the Holder in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from
the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf
of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


9.6     Waiver, etc. The failure
of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed
to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or
the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any
breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth
in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7     Exchange Agreement. As a
condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete
exercise of this Purchase Warrant by Holder, if the Company and Benchmark enter into an agreement (“Exchange Agreement”)
pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of
both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows] 


 



     


     


    




IN WITNESS WHEREOF, the Company has caused this Purchase Warrant
to be signed by its duly authorized officer as of the [●] day of November, 2017.


 


	 	 	 	 	 
	 	 	Acasti Pharma Inc.
	 	 	 
	 	 	By:	 	
 


	 	 	Name:	 	 
	 	 	Title:	 	 


 



     


     


    




[Form to be used to exercise Purchase
Warrant]


 


Date:             ,
20    


 


The undersigned hereby elects irrevocably to exercise the Purchase
Warrant for              common shares, no par value (the “Shares”),
of Acasti Pharma Inc., a corporation governed by the laws of Quebec (the “Company”), and hereby makes payment
of $             (at the rate of $            
per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised
in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for
which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects irrevocably to convert its right
to purchase              Shares of the Company under the Purchase Warrant
for              Shares, as determined in accordance with the following
formula:


 


	 	 	 	 	 	 	 
	X    	 	=	 	    Y(A-B)    	 	 
	 	 	A	 	 


 


	 	 	 	 	 	 	 	 	 	 	 
	Where,	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	X	 	=	 	The number of Shares to be issued to Holder;	 
	 	 	Y	 	=	 	The number of Shares for which the Purchase Warrant is being exercised;	 
	 	 	A	 	=	 	The fair market value of one Share which is equal to $            ; and	 
	 	 	B	 	=	 	The Exercise Price which is equal to $             per share	 


 


The undersigned agrees and acknowledges that the calculation
set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved
by the Company in its sole discretion.


 


Please issue the Shares as to which this Purchase Warrant is
exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of
Shares for which this Purchase Warrant has not been converted.


 


Signature                                          
                       


 


Signature Guaranteed                                          
 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	 	 	 
	Name:	 	
 


	 	 	(Print in Block Letters)
	 	 
	Address:	 	
 


	 	 
	 	 	
 


	 	 
	 	 	
 




NOTICE: The signature to this form must correspond with the
name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed
by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities
exchange.


 



     


     


    




[Form to be used to assign Purchase Warrant]


ASSIGNMENT


 


(To be executed by the registered Holder to effect a transfer
of the within Purchase Warrant):


 


FOR VALUE RECEIVED,                     
does hereby sell, assign and transfer unto the right to purchase common shares, no par value, of Acasti Pharma Inc., a corporation
governed by the laws of Quebec (the “Company”), evidenced by the Purchase Warrant and does hereby authorize
the Company to transfer such right on the books of the Company.


 


Dated:             ,
20    


 


Signature                                          
                   


 


Signature Guaranteed                                         


 


NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must
be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.