Burcon Nutrascience Corporation: Exhibit 4.2 - Filed by newsfilecorp.com






STANDBY COMMITMENT AGREEMENT 

THIS AGREEMENT is made as of the
23rd day of March, 2015. 

AMONG: 

BURCON NUTRASCIENCE
CORPORATION, a Yukon corporation, having an office at 1946 West Broadway,
Vancouver, British Columbia, V6J 1Z2 

("Burcon") 

AND: 

ITC CORPORATION LIMITED, a
corporation incorporated pursuant to the laws of Bermuda with an office at
30th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong
Kong 

(the "First Standby
Purchaser") 

AND: 

E-CONCEPT LTD., a corporation
incorporated pursuant to the laws of British Virgin Islands with an office at
Room 906-7, 9th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong,
Kowloon, Hong Kong 

(the "Second Standby
Purchaser") 

AND: 

I-GLOBAL LTD., a corporation
incorporated pursuant to the laws of British Virgin Islands with an office at
Flat  1616,  Block  N,  Kornhill,  16  Hong  On  Street,  Quarry Bay, Hong Kong 

(the "Third Standby Purchaser")





- 2 - 

WHEREAS: 

	A. 	
      Burcon proposes to create and issue to holders of record
      of its issued and outstanding Common Shares (as defined below) as at the
      Record Date (as defined below), rights ("Rights") entitling the
      holders thereof to subscribe for and purchase Common Shares (the
      "Rights Offering");

	 	 
	B. 	
      Pursuant to the Rights Offering, each holder of Common
      Shares will be entitled to receive one Right for each Common Share held by
      such holder on the Record Date, with 22 Rights entitling the holder to
      purchase one Common Share at a price of $2.26 per Common Share (the
      "Subscription Price"), for an aggregate of 1,552,044  Common Shares offered
  under the Rights Offering;

	 	 
	C. 	
      As of the date hereof, the First Standby Purchaser and
      its wholly owned subsidiaries hold 6,992,232 Common Shares in the
      aggregate, the Second Standby Purchaser holds 1,652,461 Common Shares and
      the Third Standby Purchaser holds 1,366,689 Common Shares;

	 	 
	D. 	
      Any holder of Common Shares who exercises such holder's
      right (the "Basic Subscription Privilege") to subscribe for all the
      Common Shares that can be initially purchased upon exercise of all Rights
      issued to such holder shall be entitled to subscribe for additional Common
      Shares under the Rights Offering at the Subscription Price (the
      "Additional Subscription Privilege"), in the manner set forth in
      the Rights Offering Circular (as defined below);

	 	 
	E. 	
      Upon and subject to the terms and conditions of this
      standby commitment agreement (this "Agreement"), the First Standby
      Purchaser, the Second Standby Purchaser and the Third Standby Purchaser
      (collectively, the "Standby Purchasers") have agreed that if less
      than 1,552,044  Common Shares are subscribed for under the Rights Offering, they,
      or their respective permitted assignee(s) in accordance with Section 9.8,
      will exercise their Basic Subscription Privilege, exercise their
      Additional Subscription Privilege and purchase from Burcon such number of
      Common Shares available to be purchased, but not otherwise subscribed for,
      under the Rights Offering at the Subscription Price, so that 1,552,044  Common
      Shares will have been issued under the Rights Offering, being the maximum
      number of Common Shares that may be issued under the Rights Offering (the
  "Standby Commitment");

	 	 
	F. 	
      Under the Standby Commitment, the maximum obligations of
      (i) the First Standby Purchaser will be as to 51.14% of the Standby
      Commitment, up to a maximum of 793,715 Common Shares, (ii) the Second Standby
      Purchaser will be as to 26.86% of the Standby Commitment, up to a maximum
      of 416,879 Common Shares, and (iii) the Third Standby Purchaser will be as to
      22% of the Standby Commitment, up to a maximum of 341,450  Common Shares;
  and

	 	 
	G. 	
      As consideration for the entry into of this Agreement and
      performing the obligations hereunder, the Standby Purchasers will be
      issued the Standby Warrants (as defined below) to acquire Common Shares as
      more particularly set out in Article 3.







- 3 - 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in
consideration of the mutual covenants and agreements contained herein and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree with each other as follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Whenever used in this Agreement (including the recitals
      hereto), unless the subject matter or context requires otherwise, the
      following words and terms shall have the following
  meanings:




	 	(a) 	
      "Business Day" means any day other than a Saturday
      or Sunday on which banks are open for business in Vancouver, British
      Columbia;

	 	 	 
	 	(b) 	
      "Common Shares" means the common shares in the
      capital of Burcon as constituted as of the date hereof, and as hereafter
      adjusted for any subdivisions, consolidations or other capital
      reorganizations;

	 	 	 
	 	(c) 	
      "Expiry Time" means the time of expiration of the
      Rights Offering, being 5:00 p.m. (Toronto time) on April 30,
2015;

	 	 	 
	 	(d) 	
      "Record Date" means the date and time at which the
      Shareholders entitled to Rights pursuant to the Rights Offering, and the
      number of Rights to which each is entitled, is determined, estimated to be
      the close of business on or about April 2, 2015;

	 	 	 
	 	(e) 	
      "Rights Offering Circular" means the circular of
      Burcon dated on or about March 23, 2015 in respect of the Rights
      Offering;

	 	 	 
	 	(f) 	
      "Shareholder" means a holder of Common Shares of
      Burcon and "Shareholders" means all of them;

	 	 	 
	 	(g) 	
      "Transfer Agent" means Computershare Investor
      Services Inc.;

	 	 	 
	 	(h) 	
      "United States" means the United States of
      America, its territories and possessions, any state of the United States,
      and the District of Columbia;

	 	 	 
	 	(i) 	
      "U.S. Person" has the meaning ascribed to it in
      Rule 902 of Regulation S under the U.S. Securities Act; and

	 	 	 
	 	(j) 	
      "U.S. Securities Act" means the United States
      Securities Act of 1933, as amended.




	1.2 	
      This Agreement 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.







- 4 - 

ARTICLE 2 
STANDBY PURCHASE COMMITMENT 

	2.1 	
      Upon and subject to the terms and conditions of this
      Agreement, the Standby Purchasers hereby agree that if less than 1,552,044 Common
      Shares are subscribed for under the Rights Offering, they, or their
      respective permitted assignee(s) in accordance with Section 9.8, will
      subscribe for and purchase from Burcon and Burcon hereby agrees to issue
      and sell to the Standby Purchasers, or their respective permitted
      assignee(s), at the Subscription Price such number of Common Shares
      available to be purchased, but not otherwise subscribed for, under the
      Rights Offering so that 1,552,044 Common Shares will have been issued under the
      Rights Offering, being the maximum number of Common Shares that may be
      issued under the Rights Offering. To the extent necessary to fulfill the
      Standby Commitment and subject to Section 2.2, the Standby Purchasers or
  their permitted assignee(s) shall:




	 	(a) 	
      first, if the number of Common Shares subscribed for by
      all other Shareholders under the Rights Offering (the "Other
      Subscription") is less than the Standby Commitment, subscribe for such
      number of Common Shares which the Standby Purchasers are entitled to
      purchase pursuant to the terms and conditions of the Basic Subscription
      Privilege attached to any Rights held by the Standby Purchasers as are
      necessary to fulfill the Standby Commitment;

	 	 	 
	 	(b) 	
      second, if the number of Common Shares to which the
      Standby Purchasers are entitled under subsection (a) above together with
      the Other Subscription is less than the Standby Commitment, subscribe for
      such additional number of Common Shares under the Additional Subscription
      Privilege attached to any Rights held by the Standby Purchasers as are
      necessary to fulfill the Standby Commitment after taking into account any
      Common Shares subscribed for under subsection (a) above; and

	 	 	 
	 	(c) 	
      third, if the number of Common Shares to which the
      Standby Purchasers are entitled under subsections (a) and (b) above
      together with the Other Subscription is less than the Standby Commitment,
      purchase such number of Common Shares which are potentially issuable by
      Burcon under the Rights Offering but not subscribed for by the
      Shareholders pursuant to the exercise of the Basic Subscription Privileges
      and the Additional Subscription Privileges and which are necessary to
      fulfill the Standby Commitment after taking into account any Common Shares
      subscribed for under subsections (a) and (b)
above,



provided always that the Standby Purchasers shall not be
obligated to purchase Common Shares in an amount in excess of the Standby
Commitment. 

	2.2 	
      Under the Standby Commitment, the obligations of (i) the
      First Standby Purchaser will be as to 51.14% of the number of Common
      Shares which all Standby Purchasers are required to purchase pursuant to
      Section 2.1, up to a maximum of 793,715  Common Shares, being 51.14% of the
      Standby Commitment, (ii) the Second Standby Purchaser will be as to 26.86%
      of the number of Common Shares which all Standby Purchasers are required
      to purchase pursuant to Section 2.1, up to a maximum of 416,879 Common Shares,
      being 26.86% of the Standby Commitment, and (iii) the Third Standby
Purchaser will be as to 22% of the number of Common Shares which all Standby
Purchasers are required to purchase pursuant to Section 2.1, up to a maximum of
      341,450 Common Shares, being 22% of the Standby Commitment.







- 5 - 

	2.3 	
      If any of the Standby Purchasers is relieved from
      performance of its obligations under this Agreement pursuant to Section
      3.5, the obligations of the remaining Standby Purchasers under this
      Agreement shall not be increased as if such relief had not
  occurred.

	 	 
	2.4 	
      The obligation of each Standby Purchaser to complete the
      Closing (as defined below) shall be subject to the fulfilment, or the
      waiver by the applicable Standby Purchaser, of the following conditions,
      each of which is for the exclusive benefit of the applicable Standby
      Purchaser and may be waived by such Standby Purchaser at any time, in
      whole or in part, in its sole discretion without prejudice to any other
      rights that it might have:




	 	(a) 	
      all documents to be delivered to the Standby Purchaser
      hereunder at or prior to the Closing will have been so delivered and will
      be in form and substance satisfactory to the Standby Purchaser, acting
      reasonably;

	 	 	 
	 	(b) 	
      the representations and warranties of Burcon contained
      herein shall be true and correct as of the Closing as if made as of such
      time after giving effect to the transaction contemplated herein and in the
      Rights Offering Circular and to the exercise of all or any part of the
      Rights;

	 	 	 
	 	(c) 	
      Burcon shall have duly fulfilled and complied with all of
      its covenants contained herein to the extent that the same are required to
      be fulfilled or complied with at or prior to the Closing;

	 	 	 
	 	(d) 	
      Burcon will have made and/or obtained all necessary
      filings, approvals, orders, rulings and consents of all relevant
      securities regulatory authorities in Canada and other governmental and
      regulatory bodies and any other person required in Canada in connection
      with the Rights Offering, the purchase of the Standby Commitment by the
      Standby Purchasers pursuant to this Agreement (including, without
      limitation, those relating to the listing of the Rights, the Common Shares
      issuable upon exercise of the Rights, the Warrant Shares (as defined
      below) and the Common Shares to be purchased by the Standby Purchasers
      hereunder, on the Toronto Stock Exchange (the "TSX") and the
      issuance of the Standby Warrants;

	 	 	 
	 	(e) 	
      no material adverse change in the financial markets in
      Canada and no material adverse change (actual, anticipated, proposed or
      prospective, financial or otherwise) in the assets, liabilities
      (contingent or otherwise), business, affairs, operations, financial
      condition or capital of Burcon and its subsidiaries taken as a whole,
      including any such change resulting from a material adverse change in the
      financial markets in Canada, shall have occurred from the date of this
      Agreement to the Closing; and







- 6 - 

	 	(f) 	
      no (i) order issued by any Canadian, United States or
      other governmental or regulatory authority or body and no statute, rule,
      regulation or executive order promulgated or enacted by the Canadian or
      United States government or any other governmental authority shall be in
      effect which, or (ii) action, suit, or proceeding shall be pending before
      any court or quasi-judicial or administrative agency wherein an
      unfavourable judgment, order, decree, stipulation, injunction, or charge
      which, would (x) prevent consummation of any of the transactions
      contemplated by this Agreement or the Rights Offering or (y) cause any of
      the transactions contemplated by this Agreement or the Rights Offering to
      be rescinded following consummation (and no such judgment, order, decree,
      stipulation, injunction, or charge shall be in
effect).




	2.5 	
      Burcon may, in its sole discretion, commence the Rights
      Offering at any time prior to April 30, 2015; provided that, if Burcon
      determines not to proceed with the Rights Offering for any reason, it
      shall be under no obligation to do so.

	 	 
	2.6 	
      Each Standby Purchaser will be released from its
      obligation to complete the Closing if:




	 	(a) 	
      one or more of the conditions precedent to the Closing as
      set forth in Section 2.4 of this Agreement have not been satisfied or
      waived by the Standby Purchaser; or

	 	 	 
	 	(b) 	
      Burcon fails to comply with its obligation to complete
      the Closing.



ARTICLE 3 
STANDBY WARRANTS AND REGULATORY AND
SHAREHOLDER APPROVALS 

	3.1 	
      As consideration for the Standby Purchasers entering into
      this Agreement and performing their covenants hereunder, Burcon will issue
      to each Standby Purchaser on the Closing non-transferrable share purchase
      warrants (the "Standby Warrants") in the name of the respective
      Standby Purchaser or in such name as the Standby Purchaser may direct in
      writing before the Closing, pursuant to which the First Standby Purchaser
      will be entitled to subscribe for 198,429  Common Shares, the Second Standby
      Purchaser will be entitled to subscribe for 104,220 Common Shares, and the Third
      Standby Purchaser will be entitled to subscribe for 85,362  Common Shares,
  subject to adjustment in accordance with the terms thereof.

	 	 
	3.2 	
      The subscription price per Common Share under the Standby
      Warrants will equal the Subscription Price (the "Exercise
      Price").

	 	 
	3.3 	
      The Standby Warrants will expire on the date that is 2
      years from the date of the Closing.

	 	 
	3.4 	
      The obligations of the parties under this Agreement,
      including the obligation of Burcon to issue the Standby Warrants, are
      subject to the approval of applicable regulatory authorities, including
      without limitation the British Columbia Securities Commission
      ("BCSC") and the TSX. In addition, in accordance with the
      requirements of the TSX, the issuance of the Standby Warrants will be
      conditional upon the receipt of the following approvals of Shareholders,
      which will be sought at Burcon's next annual meeting expected to be held
      in September 2015 (the "Meeting"):







- 7 - 

	 	(a) 	
      as the Exercise Price is lower than the market price of
      the Common Shares, the issuance of the Standby Warrants to the Standby
      Purchasers must be approved by at least a simple majority of the votes
      cast by Shareholders present in person or represented by proxy at the
      Meeting, with the votes attached to Common Shares held by the Standby
      Purchasers and their respective affiliates and associates being excluded
      from such vote (the "Price Approval"); and

	 	 	 
	 	(b) 	
      since the First Standby Purchaser is an insider of
      Burcon, the issuance of the Standby Warrants to the First Standby
      Purchaser must be approved by at least a simple majority of the votes cast
      by Shareholders present in person or represented by proxy at the Meeting,
      with the votes attached to Common Shares held by the First Standby
      Purchaser and its affiliates and associates being excluded from such vote
      (the "Insider Approval").




	3.5 	
      The parties hereto acknowledge and agree that the
      issuance and receipt of the Standby Warrants is a material inducement for
      the Standby Purchasers to enter into and perform their respective
      obligations under this Agreement. Accordingly:




	 	(a) 	
      the First Standby Purchaser shall have no further
      obligations hereunder unless the approval of the issuance of the Standby
      Warrants to the First Standby Purchaser (conditional upon the receipt of
      the Price Approval and the Insider Approval) is obtained from the
      applicable regulatory authorities, including without limitation BCSC and
      the TSX, within 60 days of the reference date of this Agreement and in any
      event before the Closing; and

	 	 	 
	 	(b) 	
      the Second Standby Purchaser and the Third Standby
      Purchaser shall have no further obligations hereunder unless the approval
      of the issuance of the Standby Warrants to the Second Standby Purchaser
      and the Third Standby Purchaser (conditional upon the receipt of the Price
      Approval) is obtained from the applicable regulatory authorities,
      including without limitation BCSC and the TSX, within 60 days of the
      reference date of this Agreement and in any event before the
    Closing.




	3.6 	
      The First Standby Purchaser acknowledges and agrees that
      while Burcon will issue the Standby Warrants to the First Standby
      Purchaser on the Closing, such issuance will be conditional upon the
      receipt of the Price Approval and the Insider Approval and the Standby
      Warrants will not be exercisable by the First Standby Purchaser until such
      Price Approval and Insider Approval is obtained at the Meeting in
      accordance with the requirements of the TSX. In the event that the Price
      Approval or the Insider Approval is not obtained at the Meeting, Burcon
      will, within 3 Business Days after the Meeting, pay to the First Standby
      Purchaser a sum of C$35,876, representing a cash fee equal to 2% of the value
      of the First Standby Purchaser's obligations under the Standby Commitment,
      by bank draft, wire transfer, or in such other manner or to such nominee(s) as the First Standby Purchaser may direct by notice to
  Burcon.

	 	 
	3.7 	
      The Second Standby Purchaser acknowledges and agrees that
      while Burcon will issue the Standby Warrants to the Second Standby
      Purchaser on the Closing, such issuance will be conditional upon the
      receipt of the Price Approval and the Standby Warrants will not
  be exercisable by the Second Standby Purchaser until such Price
Approval is obtained at the Meeting in accordance with the requirements of the
TSX. In the event that the Price Approval is not obtained at the Meeting, Burcon
will, within 3 Business Days after the Meeting, pay to the Second Standby
Purchaser a sum of C$18,843, representing a cash fee equal to 2% of the value of the
Second Standby Purchaser's obligations under the Standby Commitment, by bank
draft, wire transfer, or in such other manner or to such nominee(s) as the
Second Standby Purchaser may direct by notice to Burcon. 







- 8 - 

	3.8 	
      The Third Standby Purchaser acknowledges and agrees that
      while Burcon will issue the Standby Warrants to the Third Standby
      Purchaser on the Closing, such issuance will be conditional upon the
      receipt of the Price Approval and the Standby Warrants will not be
      exercisable by the Third Standby Purchaser until such Price Approval is
      obtained at the Meeting in accordance with the requirements of the TSX. In
      the event that the Price Approval is not obtained at the Meeting, Burcon
      will, within 3 Business Days after the Meeting, pay to the Third Standby
      Purchaser a sum of C$15,434, representing a cash fee equal to 2% of the value
      of the Third Standby Purchaser's obligations under the Standby Commitment,
      by bank draft, wire transfer, or in such other manner or to such nominee(s) as the Third Standby Purchaser may direct by notice to
  Burcon.



ARTICLE 4 
REPRESENTATIONS AND WARRANTIES 

	4.1 	
      Burcon represents and warrants to each Standby Purchaser
      that:




	 	(a) 	
      Burcon is a corporation validly existing under the laws
      of the Yukon and has the requisite corporate power and authority to own
      its properties and to carry on its business as now being conducted by
      it;

	 	 	 
	 	(b) 	
      Burcon has the corporate power and authority to execute
      and deliver this Agreement and to perform its obligations
  hereunder;

	 	 	 
	 	(c) 	
      Burcon has taken all requisite corporate action to
      authorize the creation and issuance of the Rights, the issuance of the
      Common Shares upon the exercise of the Rights (including the issuance of
      the Common Shares to be purchased by the Standby Purchasers hereunder),
      the issuance of the Standby Warrant and the Warrant Shares and the
      execution and delivery of this Agreement and the performance of Burcon's
      obligations hereunder, and the execution and delivery of this Agreement
      and the performance of Burcon's obligations hereunder will not constitute
      a breach of, or default under, the articles of incorporation or by-laws of
      Burcon, or any of its subsidiaries, or of any agreement to which it, or
      any of its subsidiaries, is a party;

	 	 	 
	 	(d) 	
      this Agreement has been duly executed and delivered by
      Burcon and constitutes a legal, valid and binding obligation of Burcon
      enforceable against Burcon in accordance with its terms;

	 	 	 
	 	(e) 	
      Burcon is the beneficial owner of and/or has the right to
      use the properties, business and assets or the interests in the
      properties, business or assets referred to in the Rights Offering Circular; all agreements by which Burcon
holds an interest in a property, business or asset are in good standing
according to their terms, and the properties are in good standing under the
applicable laws of the jurisdictions in which they are situated; 







- 9 - 

	 	(f) 	
      Burcon has complied and will comply fully with the
      requirements of all applicable corporate and securities laws, including,
      without limitation, the Securities Act (British Columbia) and its
      regulations, the TSX Company Manual and the Business Corporations Act
      (Yukon) in relation to the issue and trading of its securities and in
      all matters relating to the Offering;

	 	 	 
	 	(g) 	
      except as disclosed in the Rights Offering Circular,
      Burcon is not a party to any actions, suits or proceedings which could
      materially affect its business or financial condition, and no such
      actions, suits or proceedings are contemplated or have been
    threatened;

	 	 	 
	 	(h) 	
      upon receipt of full payment therefor, the Common Shares
      issued pursuant to the Rights Offering will be duly and validly issued and
      Burcon will allot or set aside sufficient Common Shares in its treasury to
      issue the Common Shares (the "Warrant Shares") to be issued upon
      due exercise of the Standby Warrants and, upon receipt of full payment
      therefor, the Warrant Shares will be issued as fully paid and
      non-assessable;

	 	 	 
	 	(i) 	
      there are no judgments against Burcon, if any, which are
      unsatisfied, nor are there any consent decrees or injunctions to which
      Burcon is subject; and

	 	 	 
	 	(j) 	
      neither the Rights Offering Circular, nor any filings
      previously made by Burcon with respect to all relevant securities
      regulatory authorities in Canada and other governmental and regulatory
      bodies, contain any untrue statement of a material fact or omit to state
      any material fact required to be stated therein or necessary in order to
      make the statements therein in light of the circumstances under which they
      were made not misleading.




	4.2 	
      Each Standby Purchaser, severally and not jointly,
      represents and warrants on its own behalf to Burcon
that:




	 	(a) 	
      it has the corporate power and authority to execute and
      deliver this Agreement and to perform its obligations hereunder;

	 	 	 
	 	(b) 	
      it has taken all requisite corporate action to authorize
      the execution and delivery of this Agreement and the performance of its
      obligations hereunder;

	 	 	 
	 	(c) 	
      this Agreement has been duly executed and delivered by
      the Standby Purchaser and constitutes a legal, valid and binding
      obligation of the Standby Purchaser enforceable against the Standby
      Purchaser in accordance with its terms;

	 	 	 
	 	(d) 	
      it is not resident in the United States or a U.S.
      Person;







- 10 - 

	 	(e) 	
      it was not offered any Common Shares acquired pursuant to
      Section 2.1 or the Standby Warrants in the United States;

	 	 	 
	 	(f) 	
      it was not in the United States at the time the buy order
      for any Common Shares acquired pursuant to Section 2.1 was or will be
      placed or this Agreement was executed;

	 	 	 
	 	(g) 	
      it is not acquiring any Common Shares pursuant to Section
      2.1 or the Standby Warrants for the account or benefit of a person in the
      United States or a U.S. Person;

	 	 	 
	 	(h) 	
      it has no intention to distribute either directly or
      indirectly any Common Shares acquired pursuant to Section 2.1, the Standby
      Warrants or the Warrant Shares, if any, in the United States, except in
      compliance with the U.S. Securities Act and applicable state securities
      laws of any state of the United States;

	 	 	 
	 	(i) 	
      it has not acquired any Common Shares pursuant to Section
      2.1 or the Standby Warrants as a result of any form of directed selling
      efforts (as that term is used in Regulation S under the U.S. Securities
      Act); and

	 	 	 
	 	(j) 	
      it acknowledges and agrees that the Standby Warrants
      shall not be exercisable by or on behalf of a person in the United States
      or a U.S. Person and that the Standby Warrants and the Warrant Shares, if
      any, will not be registered under the U.S. Securities Act or under
      applicable state securities laws of any state of the United
  States.




	4.3 	
      The First Standby Purchaser represents and warrants to
      Burcon that it acknowledges and agrees that the Standby Warrants issued to
      the First Standby Purchaser will not be exercisable by the First Standby
      Purchaser until the Price Approval and the Insider Approval is obtained at
      the Meeting.

	 	 
	4.4 	
      The Second Standby Purchaser represents and warrants to
      Burcon that it acknowledges and agrees that the Standby Warrants issued to
      the Second Standby Purchaser will not be exercisable by the Second Standby
      Purchaser until the Price Approval is obtained at the Meeting.

	 	 
	4.5 	
      The Third Standby Purchaser represents and warrants to
      Burcon that it acknowledges and agrees that the Standby Warrants issued to
      the Third Standby Purchaser will not be exercisable by the Third Standby
      Purchaser until the Price Approval is obtained at the
  Meeting.







- 11 - 

ARTICLE 5 
COVENANTS 

	5.1 	
      Burcon covenants and agrees with each Standby Purchaser
      that:




	 	(a) 	
      at the time of filing and at the Closing, the Rights
      Offering Circular will comply with the requirements of the securities laws
      pursuant to which it has been filed and the respective regulations
      thereunder;

	 	 	 
	 	(b) 	
      certificates representing the Rights shall be delivered
      to holders of Common Shares resident in the Canadian provinces of British
      Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova
      Scotia and other jurisdictions where the Rights may be lawfully
      distributed, but not elsewhere, promptly following the Record Date and,
      upon such delivery, the Rights will be validly issued and outstanding and
      the holders thereof will be entitled to the rights and privileges relating
      thereto described in the Rights Offering Circular; and

	 	 	 
	 	(c) 	
      Burcon will take or cause to be taken all steps as may be
      necessary to ensure that the distribution of the Rights, the Common Shares
      issuable upon exercise of the Rights, the Common Shares to be purchased by
      the Standby Purchasers hereunder and the Warrant Shares comply with all
      applicable securities laws and regulations and all published rules,
      policies and notices of all securities commissions, stock exchanges,
      securities regulatory authorities or other governmental or regulatory
      bodies having jurisdiction and will use its best efforts to cause such
      distribution to take place in accordance with all such laws, regulations,
      rules, policies and notices.



ARTICLE 6 
CLOSING ARRANGEMENTS 

	6.1 	
      The closing (the "Closing") of the purchase by
      each Standby Purchaser and sale by Burcon of the Standby Commitment
      pursuant to this Agreement shall be completed at the offices of Burcon, at
      the Expiry Time or at such other time and place as Burcon and the Standby
      Purchasers may agree upon in writing.

	 	 
	6.2 	
      At the Closing, Burcon shall deliver or cause to be
      delivered to each Standby Purchaser:




	 	(a) 	
      a certificate signed by any two officers of Burcon
      acceptable to the Standby Purchaser, certifying for and on behalf of
      Burcon that:




	 	(i) 	
      it has complied with all covenants and satisfied all
      terms and conditions of this Agreement on its part to be complied with and
      satisfied at or prior to the Closing;

	 	 	 
	 	(ii) 	
      there has been no material adverse change (actual,
      anticipated, proposed or prospective, financial or otherwise) in the
      business, affairs, operations, assets, financial condition, liabilities
      (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any
such change resulting from a material adverse change in the financial markets in
Canada, from the date hereof to the Closing; and 







- 12 - 

	 	(iii) 	
      the representations and warranties of Burcon contained
      herein are true and correct as of the Closing after giving effect to the
      transactions contemplated herein and in the Rights Offering
    Circular;




	 	(b) 	
      a definitive certificate representing the Common Shares
      to be purchased by the Standby Purchaser pursuant to Section 2.1(c) of
      this Agreement, if any, registered in the name of the e Standby Purchaser
      or its permitted assignee(s); and

	 	 	 
	 	(c) 	
      a warrant certificate representing the Standby Warrants
      to be issued to the Standby Purchaser or its permitted
  assignee(s),



against payment by the Standby Purchaser by bank draft, wire
transfer or certified cheque to Burcon of the aggregate purchase price for the
Common Shares to be purchased by the Standby Purchaser pursuant to this
Agreement. 

ARTICLE 7 
INDEMNIFICATION AND CONTRIBUTION 

	7.1 	
      Burcon agrees to indemnify and hold harmless each of the
      Standby Purchasers and their respective affiliates and their respective
      present and former directors, officers, employees, agents and controlling
      persons (each such person, an "Indemnified Party") to the extent
      fully permitted by law from and against any losses, claims, damages and
      liabilities, joint or several (collectively, the "Damages"), to
      which such Indemnified Party may become subject in connection with or
      otherwise relating to or arising from (i) any claims by a third party
      against an Indemnified Party in respect of the obligations of the Standby
      Purchasers under this Agreement or (ii) any inaccuracy in or breach or
      nonfulfillment of or noncompliance with any of the covenants or agreements
      or representations and warranties made by Burcon in this Agreement
      (collectively, the "Indemnifiable Events").

	 	 
	7.2 	
      Burcon will reimburse each Indemnified Party for all
      reasonable fees and expenses (including the reasonable fees and expenses
      of counsel) (collectively, "Expenses") as incurred in connection
      with investigating, preparing, pursuing or defending any threatened or
      pending claim, action, proceeding or investigation (collectively, the
      "Proceedings") arising from an Indemnifiable Event, whether or not
      such Indemnified Party is a formal party to such Proceeding;
      provided, that Burcon will not be liable to any such Indemnified
      Party to the extent that any Damages are found in a final non-appealable
      judgment by a court of competent jurisdiction to have resulted solely from
      the gross negligence or wilful misconduct of the Indemnified Party seeking
      indemnification hereunder.

	 	 
	7.3 	
      If for any reason other than in accordance with this
      Agreement, the foregoing indemnity is unavailable to an Indemnified Party
      or insufficient to hold an Indemnified Party harmless in respect of an
      Indemnifiable Event, then Burcon will contribute to the amount paid or
      payable by an Indemnified Party as a result of Damages (including all
      Expenses incurred) in respect of an Indemnifiable Event in such
proportion as is appropriate to reflect the relative benefits to Burcon and/or
the Shareholders on the one hand, and each Standby Purchaser and/or any other
Indemnified Party on the other hand, in connection with the matters covered by
this Agreement or, if the foregoing allocation is not permitted by applicable
law, not only such relative benefits but also the relative faults of such
parties as well as any relevant equitable considerations. Relative fault shall
be determined by reference to, among other things, whether any alleged untrue
statement or omission or any alleged conduct relates to information provided by
Burcon or other conduct by Burcon (or its employees or other agents) on the one
hand, or by the Standby Purchasers, on the other hand. 







- 13 - 

	7.4 	
      Burcon agrees not to enter into any waiver, release or
      settlement of any Proceeding (whether or not any Standby Purchaser or any
      other Indemnified Party is a formal party to such Proceeding) in respect
      of which indemnification may be sought hereunder without the prior written
      consent of the applicable Standby Purchaser (which consent will not be
      unreasonably withheld), unless such waiver, release or settlement (i)
      includes an unconditional release of such Standby Purchaser and each
      Indemnified Party from all liability arising out of such Proceeding and
      (ii) does not contain any factual or legal admission by or with respect to
      any Indemnified Party or any adverse statement with respect to the
      character, professionalism, expertise or reputation of any Indemnified
      Party or any action or inaction of any Indemnified Party.

	 	 
	7.5 	
      The indemnity, reimbursement and contribution obligations
      of Burcon hereunder will be in addition to any liability which Burcon may
      have at common law or otherwise to any Indemnified Party and will be
      binding upon and inure to the benefit of any successors, assigns, heirs
      and personal representatives of Burcon or an Indemnified Party. The
      provisions of this Article 7 will survive the modification or termination
      of this Agreement.



ARTICLE 8 
TERMINATION 

	8.1 	
      Each Standby Purchaser may terminate its obligations
      under this Agreement by notice in writing to Burcon
if:




	 	(a) 	
      the conditions precedent to the Closing, as set forth in
      Section 2.4 of this Agreement have not been satisfied or waived by the
      Standby Purchaser; or

	 	 	 
	 	(b) 	
      any order to cease trading the securities of Burcon is
      made by a competent regulatory authority and that order is still in
      effect; or

	 	 	 
	 	(c) 	
      the Rights Offering Circular is not accepted for filing
      by the regulatory authorities having jurisdiction within 60 days of the
      reference date of this Agreement; or

	 	 	 
	 	(d) 	
      the approval of the issuance of the Standby Warrants is
      not obtained from the applicable regulatory authorities within 60 days of
      the reference date of this Agreement.







- 14 - 

ARTICLE 9 
GENERAL 

	9.1 	
      Any notice or other communication required or permitted
      to be given hereunder shall be in writing and shall be delivered by
      personal delivery, prepaid courier, email or facsimile, addressed as
      follows:




	 	(a) 	
      if to Burcon:

	 	 	 
	 		
      Burcon NutraScience Corporation 
1946 West Broadway
      
Vancouver, British Columbia 
V6J 1Z2




	 	Attention: 	Johann Tergesen 
	 	Telephone: 	(604) 733-0896 
	 	Email: 	jtergesen@burcon.ca 
	 	Facsimile: 	(604) 733-8821 



	 	(b) 	
      if to the First Standby Purchaser:

	 	 	
       

			
      ITC Corporation Limited
30 th Floor, Bank
      of America Tower
12 Harcourt Road 
Central, Hong
  Kong




	 	Attention: 	Rosanna Chau 
	 	Telephone: 	(852) 2831-8118 
	 	Email: 	rchau@itc.com.hk 
	 	Facsimile: 	(852) 2973-0939 



	 	(c) 	if to the Second Standby Purchaser:
	 	 	 
	 		E-Concept Ltd. 
Room 906-7, 9th Floor, Paul
      Y. Centre 
51 Hung To Road, Kwun Tong 
Kowloon, Hong
  Kong



	 	Attention: 	Lau Yat Yee
	 	Telephone: 	(852) 2372-0130 
	 	Facsimile: 	(852) 2537-6591 






- 15 - 

	 	(d) 	
      if to the Third Standby Purchaser:

	 	 	 
	 		
      I-Global Ltd.

        Flat 1616, Block N, Kornhill

  16 Hong On Street

  Quarry Bay, Hong Kong




	 	Attention: 	Chong, Woon Wah Eileen
	 	Email: 	eileenchong2003@yahoo.com.hk
	 	Telephone: 	(852) 9092 0649




		
      or to such other address of which written notice is given
      in the manner specified herein, and each such notice or other
      communication shall be deemed to have been given and received on the date
      it is delivered (by personal delivery or prepaid courier) to such address,
      provided that, if such day is not a business day in the place of delivery,
      then it shall be deemed to have been given and received on the business
      day next following such day. Any notice or other communication transmitted
      by email or facsimile shall be deemed to have been given and received on
      the first business day at its destination after the date of
      transmission.

	 	 
	9.2 	
      All warranties, representations, covenants and agreements
      of Burcon or the Standby Purchasers contained herein or contained in any
      document submitted pursuant to this Agreement and in connection with the
      transaction of purchase and sale herein contemplated shall survive the
      purchase of Common Shares by the Standby Purchasers and continue in full
      force and effect notwithstanding any investigation, inquiry or other steps
      which may be taken by or on behalf of each Standby Purchaser or
    Burcon.

	 	 
	9.3 	
      Subject to applicable law and the rules and regulations
      applicable to Burcon and the Standby Purchasers, none of the parties
      hereto shall issue any press release or public announcement relating to
      matters provided for herein without the approval of the other parties
      hereto, which approval may not be unreasonably withheld or
  delayed.

	 	 
	9.4 	
      Time shall be of the essence hereof.

	 	 
	9.5 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 
	9.6 	
      Unless specifically otherwise provided, all dollar
      amounts referred to herein are in Canadian funds.

	 	 
	9.7 	
      Burcon and each Standby Purchaser shall each sign such
      further and other documents, cause such meetings to be held, use their
      best efforts to cause such resolutions to be passed, exercise their vote
      and influence and do and perform (and cause to be done and performed) such
      further and other acts or things as may be necessary or desirable in order
      to give full effect to this Agreement.







- 16 - 

	9.8 	
      Each of the Standby Purchasers may assign this Agreement
      or any of its rights hereunder to one or more wholly-owned subsidiaries or
      to one or more affiliates controlled by or under common control with the
      Standby Purchaser or nominate such assignee(s) to perform the Standby
      Commitment or any part thereof on its behalf provided that: (a) each such
      assignee is able to provide such representations and warranties and
      perform such covenants as are necessary in order for Burcon to issue the
      Standby Warrants, the Common Shares and/or the Warrant Shares to the
      assignee in compliance with all applicable securities legislation and
      stock exchange policies and for the assignee to act as guarantor to the
      Rights Offering in compliance with all applicable securities legislation
      and stock exchange policies; (b) in the case of the First Standby
      Purchaser, each such assignee is able to provide the representations and
      warranties set forth in subsections 4.2(d) through 4.2(j) and Section 4.3
      of this Agreement; (c) in the case of the Second Standby Purchaser, each
      such assignee is able to provide the representations and warranties set
      forth in subsections 4.2(d) through 4.2(j) and Section 4.4 of this
      Agreement; (d) in the case of the Third Standby Purchaser, each such
      assignee is able to provide the representations and warranties set forth
      in subsections 4.2(d) through 4.2(j) and Section 4.5 of this Agreement;
      and (e) the Standby Purchaser guarantees the obligations of the
      assignee(s) under this Agreement. Each Standby Purchaser hereby guarantees
      the obligations of its assignee(s) if there is an assignment of this
      Agreement. Subscription of Common Shares by the assignee(s) of a Standby
      Purchaser to the amount committed under the Standby Commitment shall be
      deemed to be the compliance of the Standby Commitment by such Standby
      Purchaser.

	 	 
	9.9 	
      This Agreement may be executed in any number of
      counterparts, each of which shall constitute an original, and all of which
      shall constitute one and the same agreement.



[Remainder of Page Intentionally Left Blank]




IN WITNESS WHEREOF the parties have executed this
Agreement as of the date first stated above. 

BURCON NUTRASCIENCE CORPORATION


By: (signed) Jade Cheng                                                          



ITC CORPORATION LIMITED 

By: (signed) Rosanna Chau                                                      



E-CONCEPT LTD. 

By: (signed) Lau Yat Yee                                                          



I-GLOBAL LTD. 

By: (signed) Chong, Woon Wah Eileen                                 


                      
Director


Signature page to Standby Commitment Agreement