Burcon NutraScience Corporation: Exhibit 4.1 - Filed by newsfilecorp.com






BURCON NUTRASCIENCE CORPORATION 

CONVERTIBLE NOTE PURCHASE AGREEMENT 

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this
"Agreement") is made as of April 7, 2016, between Burcon NutraScience
Corporation (the "Company") and Large Scale Investments Limited
("Large Scale").

	Section 1 	Definitions 


Capitalized terms used but not defined herein shall have the
respective meanings given thereto in the Note. All dollar amounts specified in
this Agreement will be Canadian dollars. 

"Note" means the convertible unsecured promissory note
to be issued pursuant to this Agreement in the form attached as Exhibit
A. 

	Section 2 	Purchase and Sale of Convertible Note
  



	(1) 	
      Purchase and Sale of Note. Upon the terms and
      subject to the conditions of this Agreement, Large Scale agrees to
      purchase from the Company for $2,000,000, and the Company agrees to sell
      to Large Scale at the Closing, the Note. The Note will be dated as of the
      date such consideration is paid to the Company.

	 	 
	(2) 	
      Authorization of Securities. The Company shall,
      before the Closing, authorize the issuance and sale of the Note. The Note
      will be convertible into common shares of the Company as provided for in
      the Note (the Note and the shares issuable on conversion of the Note are
      collectively referred to herein as the "Securities").

	 	 
	(3) 	
      Closing. The payment by Large Scale for, and the
      issuance by the Company of, the Note, will occur two business days after
      the satisfaction of the conditions contained in Section 3(1)(a) and in any
      event after May 4, 2016 (the "Closing").

	 	 
	(4) 	
      Long Stop Date. If the conditions precedent set
      out in Section 3 of this Agreement have not been fulfilled or waived on or
      before May 13, 2016, the rights and obligations of the Company and Large
      Scale under this Agreement shall lapse and be of no further force and
      effect and neither party shall have any liability under this Agreement
      (without prejudice to the rights of the parties hereto in respect of any
      antecedent breaches of this Agreement).




	Section 3 	Conditions Precedent




	 	(1) 	
      Conditions Precedent. The issue of the Note is
      subject to the fulfilment of the following conditions
  precedent:




	 	(a) 	
      receipt of any regulatory, government and third party
      approvals (including TSX approval); and







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	 	(b) 	
      no material breach of representations, warranties or
      covenants, and no events of default, have occurred or are continuing to
      occur at Closing.




	Section 4 	Representations and Warranties of the
      Company 



		
      The Company hereby represents and warrants to Large Scale
      that:

	 	 
	(1) 	
      Organization; Qualification. The Company is a
      corporation duly incorporated and validly existing under the laws of the
      Yukon Territory. The Company has all requisite corporate power and
      authority to carry on its business as presently conducted, and to carry
      out the transactions contemplated in this Agreement.

	 	 
	(2) 	
      Authorization. The execution, delivery and
      performance by the Company of this Agreement and the Note is duly
      authorized by all requisite action of the Company.

	 	 
	(3) 	
      No Conflicts. The execution, delivery and
      performance of this Agreement will not conflict with any provision of, or
      constitute the breach of or default under the certificate of incorporation
      of the Company or any agreement, indenture or other instrument to which
      the Company is a party.




	Section 5 	Representations and Warranties of Large
      Scale 



		
      Large Scale represents and warrants to the Company
      that:

	 	 
	(1) 	
      Information and Sophistication. Large Scale: (i)
      acknowledges that it has received all the information it has requested
      from the Company that it considers necessary or appropriate for deciding
      whether to acquire the Note, (ii) represents that it has had an
      opportunity to ask questions and receive answers from the Company
      regarding the terms and conditions of the offering of the Note and to
      obtain any additional information necessary to verify the accuracy of the
      information given to Large Scale, and (iii) further represents that it has
      such knowledge and experience in financial and business matters that it is
      capable of evaluating the merits and risk of this investment.

	 	 
	(2) 	
      Purchaser as Principal. Large Scale is purchasing
      the Securities as principal.

	 	 
	(3) 	
      Residency. Large Scale is not a resident in
      Canada, is aware that as such the issuance of Securities to it may be
      effected by the Company without the necessity of obtaining any approval
      from, or effecting any registration with any Governmental Authority. Large
      Scale is not a "U.S. Person" (as that term is defined in Regulation S
      promulgated under the United States Securities Act of 1933 which
      definition includes, but is not limited to, an individual resident in the
      United States, an estate or trust of which any executor or administrator
      or trustee, respectively, is a U.S. Person and any partnership or company
      organized or incorporated under the laws of the United States) and is not
      acquiring the Securities for the account of or benefit of a U.S. Person or
      a person in the United States.







- 3 - 

	(4) 	
      Compliance in Jurisdiction of Residence. The
      issuance of the Securities to Large Scale is in compliance with the
      requirements of all applicable laws in the jurisdiction of its residence.
      Large Scale will provide evidence of compliance with all such matters as
      the Company may request.

	 	 
	(5) 	
      No Offering Memorandum. Large Scale has not been
      provided with any offering memorandum in connection with the purchase of
      the Securities, within the meaning of the Canadian Securities
      Administrators National Instrument 45-106 – Prospectus Exemptions ("NI
      45-106").

	 	 
	(6) 	
      Funds. The funds that Large Scale is using to
      purchase the Securities are not proceeds of crime as defined in the
      Proceeds of Crime (Money Laundering) and Terrorist Financing Act
      (Canada) (the "PCMLTFA"). To the best of Large Scale's
      knowledge none of the funds to be provided by it (i) have been or will be
      derived from or related to any activity that is deemed criminal under the
      laws of Canada or any other applicable jurisdiction, or (ii) are being
      tendered on behalf of a person or entity (A) with whom the Company would
      be prohibited from dealing with under applicable money laundering,
      terrorist financing, economic sanctions, criminal or other similar laws or
      regulations or (B) who has not been identified to Large Scale. Large Scale
      acknowledges that the Company may in the future be required by law to
      disclose Large Scale's name and other information relating to this
      Agreement, on a confidential basis pursuant to the PCMLTFA or other laws
      or regulations and shall promptly notify the Company if Large Scale
      discovers that any of the foregoing representations ceases to be true, and
      to provide the Company with appropriate information in connection
      therewith.

	 	 
	(7) 	
      Accredited Investor. Large Scale is an accredited
      investor within the meaning of NI 45-106, being a person, other than an
      individual or investment fund, that has net assets of at least $5,000,000
      as shown on its most recently prepared financial statements (and that has
      not been created or used solely to purchase or hold securities as an
      accredited investor), within the meaning of NI 45-106.

	 	 
	(8) 	
      Professional Advice. Large Scale has obtained, to
      the extent it deems necessary, its own professional advice with respect to
      the risks inherent in the investment in the Securities, the condition of
      the Company and the suitability of the investment in the Securities in
      light of Large Scale's financial condition and investment needs. Large
      Scale has reviewed with its own tax advisors the tax consequences of this
      investment and the transactions contemplated by this Agreement. With
      respect to such matters, Large Scale relies solely on any such advisors
      and not on any statements or representations of the Company or any of its
      agents, written or oral. Large Scale understands that it (and not the
      Company) shall be responsible for its own tax liability that may arise as
      a result of this investment and the transactions contemplated by this
      Agreement.




	Section 6 	Collection of Personal Information.
  


Large Scale (on its own behalf and, if applicable, on behalf of
each beneficial purchaser for whose benefit Large Scale is acting) acknowledges,
consents and authorizes the Company to 




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collect Large Scale's (and any beneficial purchaser's) personal
information for the purpose of completing the issuance of the Note to Large
Scale. Large Scale (on its own behalf and, if applicable, on behalf of each
beneficial purchaser for whose benefit Large Scale is acting) acknowledges and
consents to the Company retaining the personal information for as long as
permitted or required by Applicable Law or business practices. Large Scale (on
its own behalf and, if applicable, on behalf of each beneficial purchaser for
whose benefit Large Scale is acting) further acknowledges, consents and
authorizes the Company to deliver to the British Columbia Securities Commission
and any other securities commission or similar regulatory authority personal
information (such as full name, residential address and telephone number)
pertaining to Large Scale (and any beneficial purchaser) and further
acknowledges and consents to the fact that the Company may be required by
applicable Canadian Securities Laws, stock exchange rules and Investment
Industry Regulatory Organization of Canada rules to provide regulatory
authorities any personal information provided by Large Scale respecting itself
(and any beneficial purchaser). Large Scale (on its own behalf and, if
applicable, on behalf of each beneficial purchaser for whose benefit Large Scale
is acting) acknowledges that this information is being collected indirectly by
the Ontario Securities Commission (as applicable), and may be collected, used
and disclosed by other securities regulators (as applicable), under the
authority granted to it in applicable Canadian Securities Laws. Large Scale (on
its own behalf and, if applicable, on behalf of each beneficial purchaser for
whose benefit Large Scale is acting) acknowledges that this information is being
collected for the purposes of the administration and enforcement of the
securities legislation of Ontario and further acknowledges that the public
official in Ontario who can answer questions about the Ontario Securities
Commission's indirect collection of such information is the Administrative
Assistant to the Director of Corporate Finance, Suite 1903, Box 55, 20 Queen
Street West, Toronto, Ontario M5H 3S8, who may be contacted at (416) 593-8086.
Large Scale represents and warrants that it has the authority to provide the
consents, acknowledgements and authorizations set out in this paragraph on
behalf of all beneficial purchasers. Without limiting the foregoing, Large Scale
acknowledges and expressly consents to the collection, use and disclosure of
Personal Information (as defined herein) by the TSX for the purposes identified
by the TSX from time to time. Large Scale also acknowledges and consents to the
disclosure of Large Scale's Personal Information (and, if applicable, the
Personal Information of any beneficial purchaser for whose benefit Large Scale
is acting) to the TSX and other regulatory authorities (including the British
Columbia Securities Commission and the Ontario Securities Commission as
described above), Canadian tax authorities, authorities pursuant to the PCMLTFA,
the Company's registrar and transfer agent, and any of the other parties
involved in the issuance of the Note to Large Scale, including legal counsel and
that Personal Information may be included in record books in connection with the
issuance of the Note. Large Scale represents and warrants that it has the
authority to provide the consents and acknowledgments set out in this paragraph
on behalf of all beneficial purchasers for whose benefit Large Scale is acting.
For such purposes, "Personal Information" means any information about Large
Scale (and any beneficial purchaser for whose benefit Large Scale is acting) set
out in this Agreement. 

	Section 7 	Miscellaneous 



	(1) 	
      Costs. The Company will pay its costs and expenses
      in respect of the issuance of the Note. The Company will reimburse Large
      Scale for all reasonable costs, fees and out-of-pocket expenses (including fees and expenses of legal, tax
and other advisors) reasonably and properly incurred by it in connection with
its preparation, negotiation and execution of this Agreement. Such reimbursement
will be made upon provision of supporting documentation to the Company. All such
amounts payable under this section will be capped at $5,000. 







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	(2) 	
      Notices. The notice provisions of the Note will
      apply to any notice, direction or other communication given regarding the
      matters contemplated by this Agreement.

	 	 
	(3) 	
      Amendments and Waivers. Provisions of this
      Agreement may only be amended, waived or modified upon the written consent
      of the Company and Large Scale, such consent not to be unreasonably
      withheld.

	 	 
	(4) 	
      Transfer and Assignment. No party shall have the
      right to transfer or assign its rights or obligations under this
      Agreement, or any interest in this Agreement, without the other party's
      prior consent, such consent not be unreasonably withheld.

	 	 
	(5) 	
      Governing Law. This Agreement shall be governed by
      and construed in accordance with the laws of the Province of British
      Columbia. The parties hereto agree to submit to the exclusive jurisdiction
      and venue of the courts of British Columbia, with respect to the breach or
      interpretation of this Agreement or the enforcement of any rights, duties,
      liabilities, obligations, powers and other relations between the parties
      arising under this Agreement or the Note.

	 	 
	(6) 	
      Entire Agreement; Counterparts. This Agreement and
      the other documents delivered at Closing constitute the entire agreement
      between the parties regarding their subject matter and supersede all prior
      agreements. This Agreement may be executed in counterparts, each of which
      shall be deemed an original and all of which, taken together, shall
      constitute one and the same instrument.

	 	 
	(7) 	
      Further Assurances. Large Scale agrees and
      covenants that at any time and from time to time such Large Scale will
      promptly execute and deliver to the Company such further instruments and
      documents and take such further action as the Company may reasonably
      require in order to carry out the full intent and purpose of this
      Agreement.



[Signature page follows.] 




IN WITNESS WHEREOF, the parties have executed this Convertible
Note Purchase Agreement as of the date first above written. 


	BURCON NUTRASCIENCE
      CORPORATION 
	 	  
	 	  
	By:	"Johann F. Tergesen"
	 	Name: Johann F. Tergesen
	 	Title: President & C.O.O.
	 	  
	 	  
	 	  
	 	  
	LARGE SCALE INVESTMENTS
      LIMITED 
	 	  
	By:	"Chau Mei Wah Rosanna"
	 	Name: Chau Mei Wah Rosanna
	 	Title: Director



Signature Page to Convertible Note Purchase Agreement






	Exhibit A 
	Convertible Unsecured Promissory Note 
	  
	See attached.






CONVERTIBLE UNSECURED PROMISSORY NOTE 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE •, 2016. 

BURCON NUTRASCIENCE CORPORATION 

	$2,000,000 	•, 2016 


BURCON NUTRASCIENCE CORPORATION, a company incorporated
under the laws of the Yukon Territory (the "Company"), for value
received, hereby promises to pay to the order of LARGE SCALE INVESTMENTS
LIMITED ("Large Scale") the Principal Amount on the Maturity Date or
on such earlier date as the Principal Amount may become due and payable. 

This convertible unsecured promissory note ("Note") has
been issued pursuant to the note purchase agreement dated as of April 7, 2016 between
Large Scale and the Company (the "Note Purchase Agreement"). 

The following is a statement of the rights of Large Scale and
the conditions to which this Note is subject, and to which Large Scale, by the
acceptance of this Note, agrees. 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Definitions



Capitalized terms used but not defined herein shall have the
respective meanings given thereto in the Note Purchase Agreement. In addition,
as used in this Note, the following capitalized terms shall have the following
meanings: 

"Additional Shares" means all Common Shares issued (or
deemed to be issued) by the Company after the Issue Date, other than (1) the
following Common Shares and (2) Common Shares deemed issued under the following
Options (clauses (1) and (2), collectively, "Exempted Securities"): 

	 	(i) 	
      Common Shares or Options issued to employees or directors
      of, or consultants or advisors to, the Company or any of its subsidiaries
      under a plan, agreement or arrangement approved by the Company's board of
      directors;

	 	 	 
	 	(ii) 	
      Common Shares issued upon the exercise of Options
      described in (i) above; or

	 	 	 
	 	(iii) 	
      Common Shares issued upon exercise of Options issued
      before the Issue Date.



"Applicable Law" means, at any time, with respect to any
Person, property, transaction, event or other matter, all present or future
applicable laws, statutes, regulations, treaties, judgments, ordinances, codes, decrees and common law and
(whether or not having the force of law) all applicable official directives,
rules, consents, approvals, authorizations, guidelines, orders, restrictions,
requirements and policies of any governmental authority having authority over
such Person, property, transaction, event or other matter; 




- 2 - 

"Business Day" means any day other than a Saturday,
Sunday or other day on which banks located in Vancouver, British Columbia,
Canada are authorized to be closed; 

"Canadian Securities Laws" means any and all securities
  laws including, statutes, rules, regulations, by-laws, policies, guidelines,
orders, decisions, rulings and awards, applicable in Canada; 

"Common Shares" means the common shares in the capital
of the Company; 

"Conversion Price" means $4.01 per Common Share, which
represents a premium of approximately 24% over the Initial Market Price; 

"Convertible Securities" means any evidences of
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Shares, but excluding Options; 

"Governmental Authority" means any (i) multinational,
federal, provincial, territorial, state, regional, municipal, local or other
government or any governmental or public department, court, tribunal, arbitral
body, statutory body, commission, board, bureau or agency, (ii) self-regulatory
organization or authority, (iii) subdivision, agent, commission, board or
authority of any of the foregoing, or (iv) quasi-governmental or private body
exercising any regulatory, expropriation or taxing authority under or for the
account of any of the foregoing; 

"IFRS" means the International Financial Reporting
Standards as adopted by the International Accounting Standards Board, at the
relevant time, applied on a consistent basis; 

"Initial Market Price" means the Market Price of the
Common Shares prior to the execution of the Note Purchase Agreement; 

"Issue Date" means the date on which the Note is issued;


"Market Price" means the volume weighted average trading
price of the Common Shares, calculated by dividing the total value by the total
volume, of the Common Shares traded on the TSX for the 5 trading days
immediately preceding the relevant date; 

"Maturity Date" means the earlier of (i) three years
from the issue of the Note, and (ii) the occurrence of an Event of Default; 

"Option" means rights, options or warrants to subscribe
for, purchase or otherwise acquire Common Shares; 




- 3 - 

"Person" means an individual, corporation, partnership,
trust, syndicate, association, limited liability company, unlimited liability
company, association, joint venture, Governmental Authority or other entity or
organization, whether or not recognized as a legal entity; 

"Principal Amount" means $2,000,000; 

"Senior Indebtedness" means any amount owing in respect
of secured indebtedness of the Company; 

"Subsidiary" or "subsidiary" means (i) any
corporation or company of which at least a majority of the outstanding
securities having by the terms thereof ordinary voting power to elect a majority
of the board of directors of such corporation or company is at the time
directly, indirectly or beneficially owned or controlled by the Company, or one
or more of its subsidiaries, or the Company and one or more of its subsidiaries,
(ii) any partnership of which, at the time, the Company, or one or more of its
subsidiaries, or the Company and one or more of its subsidiaries directly,
indirectly or beneficially own or control at least a majority of the voting
interests (however designated) thereof, or otherwise control such partnership
and (iii) any other Person of which at least a majority of the voting interests
(however designated) are at the time directly, indirectly or beneficially owned
or controlled by the Company, or one or more of its subsidiaries, or the Company
and one or more of its subsidiaries;

"Transaction Documents" means, collectively, this Note
and the Note Purchase Agreement; and 

"TSX" means the Toronto Stock Exchange. 

	1.2 	
      Accounting Terms



All accounting terms not specifically defined in this Note
shall be interpreted in accordance with IFRS. 

	1.3 	
      Gender and Number



Any reference in any Transaction Document to any gender
includes all genders, and words importing the singular number only include the
plural and vice-versa. 

	1.4 	
      Interpretation not Affected by Headings,
    etc.



The division of this Note into Articles and Sections and the
insertion of headings are for convenience of reference only and shall not affect
the interpretation of this Note. 

	1.5 	
      Currency



All references in any Transaction Document to dollars, unless
otherwise specifically indicated, are expressed in Canadian dollars. 




- 4 - 

ARTICLE 2 
REPAYMENT UPON MATURITY DATE 

	2.1 	
      Repayment Upon Maturity
Date



The Principal Amount together with all accrued and unpaid
interest shall be due and payable to Large Scale on the Maturity Date, unless
this Note has been earlier converted into Common Shares in accordance with the
provisions hereof or made due and payable pursuant to Section 8.2 hereof. 

	2.2 	
      Prepayment



The Company shall have the right before the Maturity Date to
pay in cash all or any portion of the Principal Amount, in full or in part, and
from time to time, upon written notice of not less than 30 days to Large Scale,
by paying to Large Scale an amount equal to the Principal Amount to be prepaid
multiplied by 110%. To the extent that any day within such 30 day notice period
falls on or after July 1, 2016, Large Scale shall have the right to convert the
Principal Amount, in full or in part, into Common Shares at the Conversion Price
at any time from or after July 1, 2016 to the end of such 30 day notice
period.

ARTICLE 3 
INTEREST 

	3.1 	
      Interest on Principal
Amount



This Note shall bear interest at a rate of 8% per annum,
calculated daily, compounded monthly. Interest will accrue on the Principal
Amount and will be payable on the Maturity Date, subject to voluntary prepayment
by the Company. 

ARTICLE 4 
SUBORDINATION 

	4.1 	
      Subordination



The payment of the Principal Amount of the Note and all accrued
and unpaid interest will be subordinated in right of payment to the prior
payment in full of all Senior Indebtedness of the Company. 

ARTICLE 5 
CONVERSION 

	5.1 	
      Conversion



Large Scale may convert the whole or part of the Principal
Amount into fully paid Common Shares in the capital of the Company at any time
commencing on or after July 1, 2016 and up to and including the Maturity Date
(the "Conversion Period") at the Conversion Price. 




- 5 - 

	5.2 	
      Mechanics and Effect of
  Conversion




	 	(a) 	
      If Large Scale wishes to convert the entire Principal
      Amount into Common Shares at any time, Large Scale shall duly endorse and
      surrender this Note to the Company during usual business hours at its
      principal place of business in Vancouver, British Columbia with written
      notice to the Company, duly executed by Large Scale or its duly appointed
      attorney, stating that Large Scale elects to convert the Principal Amount
      into Common Shares and specifying the name or names (with addresses) in
      which a certificate or certificates for Common Shares are to be issued.
      This Note shall thereafter be cancelled by the Company. Upon surrender of
      the Note, Large Scale shall be entitled to be entered as a shareholder on
      the books and records of the Company as at the date of surrender.
      Immediately after the surrender of the Note (but in any case no later than
      five (5) Business Days from the date of surrender), the Company shall
      deliver to Large Scale (or its duly appointed attorney) a certificate or
      certificates, with appropriate legends, representing the number of fully
      paid and non-assessable Common Shares resulting from the
  conversion.

	 	 	 
	 	(b) 	
      If Large Scale desires to convert only a portion of the
      Principal Amount of the Note, it shall duly endorse and surrender the Note
      to the Company and comply with the other procedures described in (a)
      above, with written notice indicating what portion of the Principal Amount
      is to be converted by the Company into Common Shares. The Company, at its
      expense, shall issue to Large Scale the number of Common Shares to which
      Large Scale is entitled upon conversion and shall issue to Large Scale a
      replacement convertible unsecured promissory note representing the same
      continuing indebtedness as the Note it replaced and having identical terms
      to this Note, except that the principal amount thereof shall equal the
      difference between (x) the Principal Amount outstanding immediately prior
      to such conversion less (y) the portion of such Principal Amount so
      converted into Common Shares. Partial conversion of the Principal Amount
      shall occur in multiples of one thousand dollars ($1,000).

	 	 	 
	 	(c) 	
      No fractional Common Shares shall be issued upon
      conversion of this Note (or any portion thereof). In lieu of the Company
      issuing a fractional Common Share, the Company shall round such fractional
      Common Share down to the nearest whole Common Share. Large Scale shall not
      be entitled to any compensation in respect of any fractional Common
      Share.




	5.3 	
      Reservation of Common Shares Issuable Upon
      Conversion



The Company shall at all times while this Note remains
outstanding reserve and keep available out of its authorized but unissued Common
Shares, solely for the purpose of effecting the conversion of this Note (and any
Note issued in cancellation thereof) such number of Common Shares as shall from
time to time be sufficient to effect the conversion of this Note, and if at any
time the number of authorized but unissued Common Shares shall not be sufficient
to effect the conversion of this Note, the Company will take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued Common Shares to such number
of shares as shall be sufficient for such purpose. All Common Shares which shall
be so issuable shall be duly and validly issued as fully paid and non-assessable
and listed on the TSX. 




- 6 -

ARTICLE 6 
CONVERSION PRICE ADJUSTMENTS 

	6.1 	
      Anti-Dilution Adjustments



The Conversion Price and the number and type of securities to
be received upon conversion of the Principal Amount shall be subject to
adjustment from time to time as follows: 

	 	(a) 	
      Dividend, Subdivision, Combination or
      Re-Classification of Common Shares

	 	 	 
	 		
      If the Company shall at any time or from time to time,
      before the complete conversion of this Note:




	 	(i) 	
      pay a dividend or make a distribution on the outstanding
      Common Shares payable in shares of the Company;

	 	 	 
	 	(ii) 	
      subdivide the outstanding Common Shares into a larger
      number of shares;

	 	 	 
	 	(iii) 	
      split or combine the outstanding Common Shares into a
      smaller number of shares; or

	 	 	 
	 	(iv) 	
      reclassify its Common Shares,



then, and in each such case, the
Conversion Price in effect three (3) Business Days prior to the record date for
such event shall be adjusted (and any other appropriate actions shall be taken
by the Company, including in the case of (i),(ii) or (iii), a corresponding
change in the number of Common Shares) so that Large Scale shall be entitled to
receive the number of Common Shares or other securities of the Company that it
would have owned or would have been entitled to receive upon or by reason of any
of the events described above, had the entire Principal Amount been converted
immediately prior to the occurrence of such event. An adjustment made pursuant
to this Section 6.1(a) shall become effective retroactively: 

	 	(v) 	
      in the case of any such dividend or distribution, to a
      date immediately following the close of business on the record date for
      the determination of holders of Common Shares entitled to receive such
      dividend or distribution; or

	 	 	 
	 	(vi) 	
      in the case of any such subdivision, split, combination
      or re- classification, to the close of business on the Business Day upon
      which such corporate action becomes effective.







- 7 - 

Such adjustments shall be made
successively whenever any event listed in this Section 6.1(a) shall occur. 

	 	(b) 	
      Certain Distributions

	 	 	 
	 		
      If the Company shall at any time or from time to time,
      prior to conversion of the entire Principal Amount, distribute to holders
      of Common Shares (including any such distribution made in connection with
      a merger, amalgamation, reorganization, arrangement or consolidation in
      which the Company is the resulting or surviving Person) any (i) cash, (ii)
      evidence of indebtedness of the Company or another issuer, (iii)
      securities of the Company or another issuer or (iv) other assets
      (excluding dividends payable in Common Shares for which adjustment is made
      under Section 6.1(a) or rights or warrants to subscribe for or purchase
      any of the foregoing, then, and in each such case, the Conversion Price
      then in effect shall be adjusted (and any other appropriate actions shall
      be taken by the Company) by multiplying the Conversion Price in effect
      three (3) Business Days prior to the date of such distribution by a
      fraction:




	 	(i) 	
      the numerator of which shall be the Market Price for the
      period starting two (2) Business Days prior to the record date for such
      distribution; and

	 	 	 
	 	(ii) 	
      the denominator of which shall be the Market Price for
      the period ending three (3) Business Days prior to the record date for the
      distribution (but such fraction shall not be greater than
  one).




	 	(c) 	
      Rights Offering.

	 	 	 
	 		
      If at any time the Company fixes a record date for the
      issue or distribution of rights, options or warrants to the holders of all
      or substantially all of the outstanding Common Shares under which such
      holders are entitled to subscribe for or purchase Common Shares or
      securities exchangeable for or convertible into Common Shares at a price
      per share (or having an exchange price or conversion price per share) of
      less than 95% of the Market Price of the Common Shares on such record date
      (any of such events being a "Rights Offering"), then the Conversion
      Price will be adjusted effective immediately after the record date for the
      Rights Offering to a price determined by multiplying the Conversion Price
      in effect on such record date by a fraction:




	 	(i) 	
      the numerator of which will be the aggregate
  of:




	 	(A) 	
      the number of Common Shares outstanding as of the record
      date for the Rights Offering; and

	 	 	 
	 	(B) 	
      a number determined by dividing the sum
  of:







- 8 - 

	 	(i) 	
      the product of the number of Common Shares (or securities
      exchangeable for or convertible into Common Shares) offered under the
      Rights Offering and the price at which such Common Shares are offered (or
      the exchange price or conversion price per share), and

	 	 	 
	 	(ii) 	
      the product of the number of Common Shares, if any,
      issuable upon exercise of any securities exchangeable for or convertible
      into Common Shares (the "Compensation Securities") which
      Compensation Securities may be issued as compensation to one or more
      guarantors under the Rights Offering and the exchange price or conversion
      price per Common Share of such Compensation Securities, as the case may
      be,



by the Market Price of the Common
Shares as of the record date for the Rights Offering; and 

	 	(ii) 	
      the denominator of which will be the aggregate of the
      number of Common Shares outstanding on such record date, the number of
      Common Shares (or securities exchangeable for or convertible into Common
      Shares) offered pursuant to the Rights Offering and the number of Common
      Shares issuable on the exchange or conversion of any Compensation
      Securities.



Any Common Shares owned by or held for
the account of the Company will be deemed not to be outstanding for the purpose
of any such calculation. For greater certainty and notwithstanding anything to
the contrary contained herein, the Conversion Price shall not be adjusted
pursuant to this Section 6.1(c) in circumstances where the Market Price of the
Common Shares as of the record date for the Rights Offering and the issue price
under the Rights Offering is greater than the Conversion Price. To the extent
that a Rights Offering is not completed or any rights, options or warrants are
not exercised prior to the expiration of a Rights Offering, the Conversion Price
shall then be readjusted to the Conversion Price which would then be in effect
if such record date had not been fixed or if such expired rights, options or
warrants had not been issued.

	 	(d) 	
      Capital Reorganizations

	 	 	 
	 		
      If at any time or from time to time after the Issue Date
      there is a capital reorganization of the Common Shares (other than as
      previously described in this Article 6), then, as a part of such capital
      reorganization provision shall be made so that Large Scale shall
      thereafter be entitled to receive, upon conversion of this Note, the
      number of shares or other securities or property of the Company to which a
      holder of the number of Common Shares deliverable upon such conversion
      would have been entitled on such capital reorganization, subject to adjustment in respect of such
securities by the terms thereof. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Article 6 with respect to
the rights of Large Scale after such capital reorganization to the end that the
provisions of this Article 6 (including adjustment of the Conversion Price then
in effect and the number of shares issuable upon conversion of this Note) shall
be applicable after that event and be as nearly equivalent as practicable. 







- 9 -

	6.2 	
      Adjustments to Conversion Price for Private Placement
      of Additional Shares




	 	(a) 	
      No Adjustment of Conversion Price. For greater
      certainty and notwithstanding anything to the contrary contained herein,
      the Conversion Price shall not be adjusted pursuant to this Section
      6.2 in circumstances where the Market Price of the Common Shares at
      the time of issuance or deemed issuance of Additional Shares and the issue
      price of such Additional Shares is greater than the Conversion Price. In
      addition, no adjustment in the Conversion Price shall be made as the
      result of the issuance or deemed issuance of Additional Shares if the
      Company receives written consent from Large Scale confirming that no
      adjustment be made as the result of the issuance or deemed issuance of
      such Additional Shares.

	 	 	 
	 	(b) 	
      Deemed Issue of Additional
  Shares.




	 	(i) 	
      If the Company at any time or from time to time after the
      Issue Date issues, pursuant to a private placement exemption under
      Canadian Securities Laws, Options or Convertible Securities (excluding
      Options or Convertible Securities that are themselves Exempted
      Securities), then the maximum number of Common Shares (as set forth in the
      relating instrument, assuming the satisfaction of any conditions to
      exercisability, convertibility or exchangeability but without regard to
      any of its provisions for a subsequent adjustment of such number) issuable
      upon the exercise of such Options or, in the case of Convertible
      Securities, the conversion or exchange of such Convertible Securities,
      will be deemed to be Additional Shares issued as of the time of such
      issue.

	 	 	 
	 	(ii) 	
      If the terms of any Option or Convertible Security, the
      issuance of which resulted in an adjustment to the Conversion Price, are
      revised as a result of an amendment to such terms or any other adjustment
      under such Option or Convertible Security (but excluding automatic
      adjustments to such terms under anti-dilution or similar provisions of
      such Option or Convertible Security) to provide for either (1) any
      increase or decrease in the number of Common Shares issuable upon the
      exercise, conversion and/or exchange of the Option or Convertible Security
      or (2) any increase or decrease in the consideration payable to the
      Company upon such exercise, conversion and/or exchange, then, effective
      upon such increase or decrease becoming effective, the Conversion Price
      computed upon the original issue of the Option or Convertible Security (or upon
the occurrence of a record date with respect thereto) shall be readjusted to
such Conversion Price as would have obtained had such revised terms been in
effect upon the original date of issuance of the Option or Convertible Security.
Notwithstanding the foregoing, no readjustment under this clause (b) shall
increase the Conversion Price to an amount that exceeds the lower of (i) the
Conversion Price in effect immediately before the original adjustment made as a
result of the issuance of the Option or Convertible Security, or (ii) the
Conversion Price that would have resulted from any issuances of Additional
Shares (other than deemed issuances of Additional Shares as a result of the
issuance of the Option or Convertible Security) between the original adjustment
date and such readjustment date. 







- 10 -

	 	(iii) 	
      If the terms of any Option or Convertible Security
      (excluding Options or Convertible Securities that are themselves Exempted
      Securities), the issuance of which did not result in an adjustment to the
      Conversion Price under 6.2(b)(ii) (either because the consideration per
      share of the Additional Shares subject thereto was equal to or greater
      than the Conversion Price then in effect, or because such Option or
      Convertible Security was issued before the Issue Date), are revised after
      the Issue Date as a result of an amendment to such terms or any other
      adjustment under such Option or Convertible Security (but excluding
      automatic adjustments to such terms under anti-dilution or similar
      provisions of the Option or Convertible Security) to provide for either
      (1) any increase in the number of Common Shares issuable upon the
      exercise, conversion or exchange of the Option or Convertible Security or
      (2) any decrease in the consideration payable to the Company upon such
      exercise, conversion or exchange, then the Conversion Price computed upon
      the adjustment of the Option or Convertible Security (or upon the
      occurrence of a record date with respect thereto) shall be readjusted to
      such Conversion Price as would have obtained had such revised terms been
      in effect upon the original date of issuance of the Option or Convertible
      Security.

	 	 	 
	 	(iv) 	
      Upon the expiration or termination of any unexercised
      Option or unconverted or unexchanged Convertible Security (or portion
      thereof) that resulted (either upon its original issuance or upon a
      revision of its terms) in an adjustment to the Conversion Price, the
      Conversion Price shall be readjusted to such Conversion Price as would
      have obtained had such Option or Convertible Security (or portion thereof)
      never been issued.

	 	 	 
	 	(v) 	
      If the number of Common Shares issuable upon the
      exercise, conversion and/or exchange of any Option or Convertible
      Security, or the consideration payable to the Company upon such exercise,
      conversion and/or exchange, is calculable at the time the Option
  or Convertible Security is issued or amended but is subject to
adjustment based upon subsequent events, any adjustment to the Conversion Price
shall be effected at the time of such issuance or amendment based on such number
of shares or amount of consideration without regard to any provisions for
subsequent adjustments. If the number of Common Shares issuable upon the
exercise, conversion and/or exchange of any Option or Convertible Security, or
the consideration payable to the Company upon such exercise, conversion and/or
exchange, cannot be calculated at all at the time the Option or Convertible
Security is issued or amended, any adjustment to the Conversion Price that would
result at the time of such issuance or amendment shall instead be effected at
the time such number of shares and/or amount of consideration is first
calculable (even if subject to subsequent adjustments), assuming for purposes of
calculating such adjustment to the Conversion Price that such issuance or
amendment took place at the time such calculation can first be made. 







- 11 -

	 	(c) 	
      Adjustment of Conversion Price Upon Issuance of
      Additional Shares. If the Company, at any time after the Issue Date
      issues Additional Shares pursuant to a private placement exemption under
      Canadian Securities Laws, without consideration or for consideration per
      share less than the Initial Market Price, then the Conversion Price shall
      be reduced, concurrently with such issue, to 124% of the consideration per
      share received by the Company for such issue or deemed issue of the
      Additional Shares; provided that if such issuance or deemed
      issuance was without consideration, then the Company will be deemed to
      have received an aggregate of $.001 of consideration for all such
      Additional Shares issued or deemed to be issued. In no circumstances will
      the Conversion Price be reduced to less than 85% of the Initial Market
      Price under this section 6.2(c).

	 	 	 
	 	(d) 	
      Determination of Consideration. For purposes of
      this subsection, the consideration received by the Company for the issue
      of any Additional Shares shall be computed as
follows:




	 	(i) 	
      Cash and Property: Such consideration
  shall:




	 	(A) 	
      if it consists of cash, be computed at the aggregate
      amount of cash received by the Company;

	 	 	 
	 	(B) 	
      if it consists of property other than cash, be computed
      at its fair market value at the time of such issue, as determined in good
      faith by the Company's board of directors; and

	 	 	 
	 	(C) 	
      if Additional Shares are issued together with other
      shares or securities or other assets of the Company for consideration that
      covers both, be the proportion of such consideration so received, computed
      as provided in clauses (A) and (B) above, as determined in good faith by the Company's board of
directors. 







- 12 -

	 	(ii) 	
      Options and Convertible Securities. The
      consideration per share received by the Company for Additional Shares
      deemed to have been issued, relating to Options and Convertible
      Securities, shall be determined by dividing:




	 	(A) 	
      the total amount, if any, received or receivable by the
      Company as consideration for the issue of such Options or Convertible
      Securities, plus the minimum aggregate amount of additional consideration
      (as set forth in the relating instruments, without regard to any of its
      provision for a subsequent adjustment of such consideration) payable to
      the Company upon the exercise of the Options or the conversion or exchange
      of the Convertible Securities, or in the case of Options for Convertible
      Securities, the exercise of the Options for Convertible Securities and the
      conversion or exchange of such Convertible Securities, by

	 	 	 
	 	(B) 	
      the maximum number of Common Shares (as set forth in the
      instruments relating thereto, without regard to any provision contained
      therein for a subsequent adjustment of such number) issuable upon the
      exercise of such Options or the conversion or exchange of such Convertible
      Securities, or in the case of Options for Convertible Securities, the
      exercise of such Options for Convertible Securities and the conversion or
      exchange of such Convertible Securities.




	 	(e) 	
      Multiple Closing Dates. If the Company issues on
      more than one date Additional Shares that are a part of one transaction or
      a series of related transactions and that would result in an adjustment to
      the Conversion Price, and such issuance dates occur within a period of no
      more than 90 days from the first such issuance to the final such issuance,
      then, upon the final such issuance, the Conversion Price shall be
      readjusted to give effect to all such issuances as if they occurred on the
      date of the first such issuance (and without giving effect to any
      additional adjustments as a result of any such subsequent issuances within
      such period).




	6.3 	
      Certificate of Adjustment



In each case of an adjustment or re-adjustment of any
Conversion Price, the Company, at its own expense, shall cause its Chief
Financial Officer to compute such adjustment or readjustment in accordance with
the provisions hereof and prepare a certificate showing such adjustment or
re-adjustment, and shall mail such certificate, by first class mail, to Large
Scale at Large Scale's address as shown in the Company's books within 10
Business Days from the date of adjustment or readjustment. The certificate shall
set forth such adjustment or re-adjustment, showing in detail the facts upon which such
adjustment or re-adjustment is based. 




- 13 -

ARTICLE 7 
PAYMENTS OF INTEREST 

	7.1 	
      Interest Due on Conversion



If, at any time, all or a portion of the Principal Amount of
the Note is converted into Common Shares, the accrued and unpaid interest on
such Principal Amount as of the day of conversion, will be due and payable. 

	7.2 	
      Interest Due on Prepayment



If, at any time, the Company exercises its right under section
2.2 to prepay all or a portion of the Note, the accrued and unpaid interest on
the Principal Amount to be prepaid, will, as of the day of the prepayment be due
and payable. 

	7.3 	
      Conversion of Interest



Any interest that is due and payable by the Company under this
Note, may, subject to Large Scale's consent, be satisfied by the issue by the
Company to Large Scale of that number of Common Shares equal to the interest due
and payable divided by the Market Price on the day such interest is due and
payable, subject to TSX approval. 

ARTICLE 8 
EVENTS OF DEFAULT 

	8.1 	
      Events of Default



The occurrence of any one or more of the following events or
circumstances shall constitute an "Event of Default" under this Note:


	 	(a) 	
      Default under Note. The Company
      defaults in the payment of the Principal Amount, as and when it becomes
      due and payable, whether at the Maturity Date or otherwise, or any other
      amount due under this Note, including interest, and any such default with
      respect to the nonpayment of interest under this Note continues for five
      (5) Business Days thereafter;

	 	 	 
	 	(b) 	
      Breaches of Representations and Warranties. Any
      representation or warranty made or deemed to be made in the Note Purchase
      Agreement by the Company proves to have been incorrect or misleading in
      any material respect when made or deemed to be made hereunder and not
      cured within five (5) Business Days after notice thereof is delivered to
      the Company;

	 	 	 
	 	(c) 	
      Breaches of Other Covenants. The Company fails to
      observe or perform any other covenant, obligation, condition or agreement
      in any material respect contained in the Transaction Documents, and such
      failure continues for five (5) Business Days after notice thereof is
      delivered to the Company;







- 14 - 

	 	(d) 	
      Undischarged Judgment. One or more
      final non-appealable judgments for the payment of money in an amount in
      excess of $500,000 in the aggregate, or for seizure or foreclosure on any
      substantial part of the property shall be rendered against the Company and
      shall remain undischarged for a period of thirty (30) consecutive Business
      Days during which execution shall not be effectively stayed, or any action
      is legally taken by a judgment creditor to levy upon any such
    judgment;

	 	 	 
	 	(e) 	
      Voluntary Bankruptcy or Insolvency Proceedings.
      The Company:




	 	(i) 	
      applies for or consents to the appointment of a receiver,
      trustee, liquidator or custodian of itself or of all or a substantial part
      of its property;

	 	 	 
	 	(ii) 	
      is unable, or admits in writing its inability, to pay its
      debts generally as they mature;

	 	 	 
	 	(iii) 	
      makes a general assignment for the benefit of its
      creditors;

	 	 	 
	 	(iv) 	
      is wound-up dissolved or liquidated;

	 	 	 
	 	(v) 	
      becomes insolvent (as such term may be defined or
      interpreted under any applicable statute);

	 	 	 
	 	(vi) 	
      commences a voluntary case or other proceeding seeking
      liquidation, reorganization or other relief with respect to itself or its
      debts under any bankruptcy, insolvency or other similar law now or
      hereafter in effect or consent to any such relief or to the appointment of
      or taking possession of its property by any official in an involuntary
      case or other proceeding commenced against it; or

	 	 	 
	 	(vii) 	
      takes any action for the purpose of effecting any of the
      foregoing;




	 	(f) 	
      Involuntary Bankruptcy or Insolvency Proceedings.
      Proceedings for the appointment of a receiver, trustee, liquidator or
      custodian of the Company or of all or a substantial part of the property
      thereof, or an involuntary case or other proceeding seeking liquidation,
      reorganization or other relief with respect to the Company or the debts
      thereof under any bankruptcy, insolvency or other similar law now or
      hereafter in effect shall be commenced and an order for relief entered, or
      such case or proceeding shall not be dismissed or discharged within sixty
      (60) days of commencement; and

	 	 	 
	 	(g) 	
      Minimum Listing Requirements. The
      Company fails to maintain the minimum TSX listing standards at any time or
      the listing standards of such other exchange on which the Common Shares
      are traded.







- 15 - 

	8.2 	
      Rights of Large Scale upon
  Default



Upon the occurrence or existence of any Event of Default (other
than the Event of Default referred to in Sections 8.1(e) or 8.1(f) hereof) and
at any time thereafter during the continuance of such Event of Default, Large
Scale may declare all outstanding obligations payable by the Company hereunder
to be immediately due and payable without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the other Transaction Documents to the contrary
notwithstanding. Upon the occurrence or existence of any Event of Default
described in Section 8.1(e) or 8.1(f) hereof, immediately and without notice, all
outstanding obligations payable by the Company hereunder shall automatically
become immediately due and payable, without presentment, demand, protest or any
other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the other Transaction Documents to the contrary
notwithstanding. In addition to the foregoing remedies, upon the occurrence or
existence of any Event of Default, Large Scale may exercise any other right,
power or remedy granted to it by the Transaction Documents or otherwise
permitted to it by law, either by suit in equity or by action at law, or both.


ARTICLE 9 
COVENANTS 

	9.1 	
      Affirmative Covenants



The Company covenants that the Company shall: 

	 	(a) 	
      Performance under the Note. Pay, observe or
      perform all covenants, obligations and agreements contained in this
      Note;

	 	 	 
	 	(b) 	
      Preservation of Corporate Existence.
      Preserve and maintain its corporate existence, rights and privileges,
      and qualify and remain qualified as a Company in good standing in each
      jurisdiction in which such qualification is required;

	 	 	 
	 	(c) 	
      Compliance with Applicable Laws. Comply with all
      Applicable Laws of any Governmental Authority, non-compliance with which
      could materially adversely affect the business or condition of the
      Company, financial or otherwise, on a consolidated basis, except
      non-compliance being contested in good faith through appropriate
      proceedings so long as the Company shall have set up and funded sufficient
      reserves, if any, required under IFRS with respect to such
items;

	 	 	 
	 	(d) 	
      Provision of Public Documents. Provide
      Large Scale with all publicly filed documents of the Company as Large
      Scale may request;

	 	 	 
	 	(e) 	
      Provision of Notice of Financing. Provide
      Large Scale with written notice of any proposed financing concurrently
      with, but not prior to, public disclosure of such financing;
  and







- 16 - 

	 	(f) 	
      Provision of Notice of Default. Provide
      Large Scale with notice that an Event of Default is occurring or is
      continuing to occur (if such is the case).




	9.2 	
      Negative Covenants



The Company covenants that so long as the Principal Amount (or
any portion thereof) under this Note remains outstanding, it will not, as
applicable, directly or indirectly take any of the following actions without the
prior written consent of Large Scale: 

	 	(a) 	
      declare or pay any dividends on any of its
    securities;

	 	 	 
	 	(b) 	
      make any repurchase or redemption of its own shares,
      bonus issues or options other than pursuant to the Company's stock option
      plan; and

	 	 	 
	 	(c) 	
      create a new class of securities (including convertible
      notes), or issue any debt instruments, having rights or preferences senior
      to this Note other than the Senior Indebtedness.



ARTICLE 10 
WAIVER AND AMENDMENT 

	10.1 	
      Waiver and Amendment



Provisions of this Note may only be amended, waived or modified
upon the written consent of the Company and Large Scale, such consent not to be
unreasonably withheld. 

ARTICLE 11 
TREATMENT 

	11.1 	
      Treatment of Note



The Company will treat, account and report the Note in
accordance with IFRS. 

ARTICLE 12 
NOTICES 

	12.1 	
      Notices



Any notice, direction or other communication given regarding
the matters contemplated by this Note (each a "Notice") must be in
writing, sent by personal delivery, courier, facsimile or email, and addressed:


	 	(a) 	to the Company at: 
	 	  	 
	 	  	1946 West Broadway 
	 	  	Vancouver, British Columbia V6J 1Z2
    
	 	  	Canada 	  
	 	  	  	  
	 	  	Attention: 	Dorothy Law 






- 17 - 

	 	  	Telephone: 	604-733-0896 
	 	  	Facscimile: 	604-733-8821 
	 	  	Email: 	dlaw@burcon.ca 
	 	  	  	  
	 	(b) 	to Large Scale at: 
	 	  	  	  
	 	  	30/F., Bank of America Tower, 
	 	  	12 Harcourt Road, 
	 	  	Central, Hong Kong 
	 	  	  	  
	 	  	Attention: 	Rosanna Chau 
	 	  	Telephone: 	(852) 2831-8118 
	 	  	Facsimile: 	(852) 2973-0939 
	 	  	Email: 	rchau@itc.com.hk 


A Notice is deemed to be given and received (i) if sent by
personal delivery or courier, on the date of delivery if it is a Business Day
and the delivery was made prior to 4:00 p.m. (local time in place of receipt)
and otherwise on the next Business Day, or (ii) if sent by facsimile or email,
on the Business Day following the date of transmission by the originating
facsimile or email. A party may change its address for service from time to time
by providing a Notice in accordance with the foregoing. Any subsequent Notice
must be sent to the party at its changed address. Any element of a party's
address that is not specifically changed in a Notice will be assumed not to be
changed. 

ARTICLE 13 
EXPENSES AND WAIVERS 

	13.1 	
      Expenses; Waivers



If any action is instituted to collect this Note, the Company
shall pay all costs and expenses, including, without limitation, reasonable
attorneys' fees and costs, incurred in connection with such action. The Company
hereby waives notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor and all other notices or demands relative to
this instrument. 

ARTICLE 14 
WITHHOLDING RIGHTS 

	14.1 	
      Withholding Rights



The Company shall be entitled to deduct and withhold from all
amounts payable or allocable to Large Scale under this Note (including, for
greater certainty, the delivery of Common Shares upon a conversion of any
portion of the Principal Amount outstanding in accordance with the terms hereof)
such amounts as the Company is required to deduct and withhold with respect to
such payment or allocation under the Income Tax Act (Canada) or any
provision of any applicable federal, provincial, state, local or foreign tax law
or treaty, in each case, as amended. To the extent that amounts are deducted and
withheld, such withheld amounts shall be treated for all purposes hereof as
having been paid to Large Scale in respect of which such deduction and withholding was made,
provided that such withheld amounts are actually remitted to the appropriate
taxing Governmental Authority. 




- 18 -

ARTICLE 15 
LEGEND 

	15.1 	
      Legending of Common Shares



Certificates representing Common Shares issued upon the
conversion of this Note before [date that is 4 months and a day after the issuance date]
shall be impressed with a legend in the following form: 


	
      "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
      HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DATE THAT
      IS 4 MONTHS AND A DAY AFTER THE ISSUANCE DATE]."
  




provided that at any time subsequent to [date that is 4
months and a day after the issuance date], any certificate representing such
Common Shares may be exchanged for a certificate bearing no legend whatsoever.


ARTICLE 16 
TRANSFERS AND ASSIGNS 

	16.1 	
      Transfers and Assigns



Large Scale shall have the right to transfer or assign its
rights or obligations under this Note, or any interest in this Note, to any
person without the Company's prior consent, subject to TSX and any other
required regulatory approval. 

ARTICLE 17 
GOVERNING LAW 

	17.1 	
      Governing Law



This Note and all actions arising out of or in connection with
this Note shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.
The parties hereby attorn exclusively to the jurisdiction of the Province of
British Columbia. 

[Signature page follows] 




IN WITNESS WHEREOF, the Company has caused this Note to
be signed by its authorized signatory as of the • day of
May, 2016. 


	BURCON NUTRASCIENCE
      CORPORATION 
	 	  
	 	  
	Per: 	
	 	Name: Johann F. Tergesen
	 	Title: President & C.O.O.



Signature page to Convertible Unsecured Promissory Note