Exhibit 10.19


 





SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of the latest date set forth on the signature page hereof between Adherex
Technologies Inc. (the “Company”) and the undersigned (the “Subscriber”).


 


WITNESSETH:


 


WHEREAS
the Company desires to offer and issue for sale on a private placement basis (the “Offering”), (i) $1,326,000
of units (the “Units”), anticipated to occur on or about November 21, 2013 or such other date as the Company
and the Subscriber may agree (the “First Closing Date”) and $274,000 of Units, anticipated to occur within
two days of certain regulatory approval or such other date as the Company and the Subscriber may agree (the “Second Closing
Date” and, together with the First Closing Date, the “Closing Date”, as applicable). Each Unit offered
hereunder consists of one Common Share and one Warrant at a price per Unit equal to $0.40 (the “Offering Price”).
Pursuant to the Offering, the Company shall issue and sell 4,000,000 Units on the Closing Date. Each full Warrant will entitle
the holder thereof to purchase one Common Share of the Company (individually, an “Additional Share” and collectively,
the “Additional Shares”) for a period of five (5) years from the date of issue at a price equal to $0.50 per
share. The form of Warrant is attached as Schedule “A” to this Agreement. A summary of the terms of the Offering
is set forth in Schedule “B” to this Agreement. Such summary is qualified in its entirety by the terms and conditions
set forth in this Agreement and the Warrants (together, the “Transaction Documents”); and


 


WHEREAS unless otherwise
stated, all dollar amounts in this Agreement refer to United States Dollars; and


 


WHEREAS,
the Subscriber desires to purchase Units in the value set forth on the signature page hereof on the terms and conditions hereinafter
set forth.


 


NOW, THEREFORE,
in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby
agree as follows:


 


I.           SUBSCRIPTION
FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER


 


1.1           Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably purchases for itself and agrees to purchase
from the Company, and the Company agrees to sell to the Subscriber, such number of Units set forth on the signature page hereto
for an aggregate purchase price equal to the “Purchase Price” as set forth on the signature page hereto. The Purchase
Price is payable by wire transfer of immediately available funds at the time of entering into this agreement to an account designated
by LaBarge Weinstein LLP, counsel to the Company (“Company Counsel”), to be held in escrow and shall be released
at the Closing by Company Counsel to an account designated by the Company.


 


1.2           The
Subscriber hereby warrants and represents that it recognizes that the purchase of the Units involves a high degree of risk including,
but not limited to, the following: (a) an investment in the Company is highly speculative and only investors who can afford the
loss of their entire investment should consider investing in the Company and the Units; (b) the Subscriber may not be able to liquidate
its investment; and (c) transferability of the Common Shares and Warrants forming the Units and the Additional Shares issuable
upon due exercise of the Warrants (collectively, the “Securities”) is limited.


 




    	 



    	 



    

  


1.3           The
Subscriber represents that it is (i) an “accredited investor” as such term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Act”), as indicated by the Subscriber’s responses
to the questions contained in Article VII hereof, and by reason of its business and financial experience and the business and financial
experience of those persons it may have retained to advise it with respect to its investment in the Securities it, together with
such advisors, has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating
the merits and risks of the prospective investment; and (ii) an “accredited investor” as such term is defined in National
Instrument 45-106 – Prospectus and Registration Exemptions, of the Canadian Securities Administrators and the Subscriber
has completed the Accredited Investor Certificate attached hereto as Schedule “E”.


 


1.4           The
Subscriber hereby acknowledges and represents that: (a) the Subscriber has knowledge and experience in business and financial matters,
prior investment experience, including investment in securities that are unregistered, or the Subscriber, at its own risk and expense,
has employed the services of a “purchaser representative” (as defined in Rule 501(h) of Regulation D), attorney
and/or accountant to read all of the documents furnished or made available by the Company to the Subscriber to evaluate the merits
and risks of such an investment on the Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature of
this investment; and (c) the Subscriber is able to bear the loss of its entire investment.


 


1.5           The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company, or a Company agent,
with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Units were offered or sold to it by means
of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not receive any general
solicitation or general advertising including, but not limited to: (A) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over television or radio, whether closed circuit, or generally
available; or (B) through attendance at any seminar meeting or industry investor conference whose attendees were invited by any
general solicitation or general advertising.


 


1.6           The
Subscriber hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission
(the “SEC”) nor any U.S. state or Canadian provincial securities regulatory authority (“Securities
Regulatory Authority”) as the Offering is intended to be exempt from the registration requirements of Section 5 of the
Act, pursuant to Regulation D thereunder and from the registration requirements of applicable state “blue sky”
securities laws or regulations. The Subscriber understands that the Securities have not been registered under the Act or under
any U.S. state or Canadian provincial securities or “blue sky” laws or regulations by reason of a claimed exemption
that depends, in part, upon the Subscriber’s investment intention and agreement not to sell, pledge, assign or otherwise
transfer or dispose of the Securities unless they are registered under the Act and under any applicable state securities or “blue
sky” laws or regulations or unless an exemption from such registration is available, subject to Section 1.10 herein. Without
limiting the foregoing, the Company acknowledges and agrees that a Subscriber may from time to time pledge pursuant to a bona fide
margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution
that is an “accredited investor” as defined in Rule 501(a) under Regulation D and who agrees to be bound by the provisions
of this Agreement and, if required under the terms of such arrangement, such Subscriber may transfer pledged or secured Securities
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion
of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be
required of such pledge. At the Subscriber’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of the Subscriber may reasonably request in connection with a pledge or transfer of the Securities.


 




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1.7           The
Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account and not with
a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for
the purpose of purchasing the Securities.


 


1.8           The
Subscriber understands that Rule 144 (“Rule 144”) promulgated under the Act requires for non-affiliates,
among other conditions, a one (1) year holding period prior to the resale in the United States of securities of an issuer that
is not a reporting issuer under the Securities Exchange Act of 1934, as amended, acquired in a non-public offering without having
to satisfy the registration requirements under the Act. The Subscriber understands and hereby acknowledges that except as set forth
herein the Company is under no obligation to register any of the Securities under the Act or any state securities or “blue
sky” laws.


 


1.9           The
Subscriber further understands and agrees that it shall not sell the Securities to a purchaser in any province of Canada at any
time within the four (4) month period following the date of their issuance and any subsequent purchaser outside of Canada before
the end of that period must agree to comply with this restriction for the remainder of such period. The Subscriber further agrees
that if it decides to offer, sell or otherwise transfer, pledge or hypothecate all or any part of the Securities, it will not offer,
sell or otherwise transfer, pledge or hypothecate any of such Securities (other than pursuant to an effective registration statement
under the Act), directly or indirectly unless an offer and sale or other disposition is:


 


(a)     made
in accordance with an effective registration statement under the Act covering such disposition; or


 


(b)     to
the Company; or


 


(c)     made
outside the United States in accordance with the requirements of Rule 904 of Regulation S under the Act; or


 


(d)     made
in a transaction that does not require registration under the Act or any applicable United States state laws, rules and regulations
governing the offer and sale of securities, and it has theretofore furnished to the Company an opinion of counsel to that effect;
provided, that no opinion shall be required for any sale pursuant to Rule 144, or pursuant to any bona fide pledge in connection
with a margin account. 


 


1.10         The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities indicating that
such Securities have not been registered under the Act or any state securities or “blue sky” laws and setting forth
or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that
the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Securities.
The legend to be placed on each certificate shall be in form substantially similar to the following:


 


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


 




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THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES
CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING
SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED ONLY (A) TO THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE ACT, OR
(C) IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A
SATISFACTORY LEGAL OPINION TO THE ISSUER.


 


Provided that if the Securities
are being sold pursuant to Section 1.9(iii) above, in the case of a resale to a purchaser in Canada, following the date which
is four (4) months and a day after the date of issuance to the Subscriber, the Company covenants and represents that the legend
may be removed by providing a declaration to the transfer agent for the Securities of the Company substantially as attached hereto
as Schedule “C” (or as the Company may prescribe from time to time) upon the sale of the Securities by the Subscriber.


 


1.11         The
Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call the
Subscriber’s bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further
agreed that the Company, at its sole discretion, reserves the unrestricted right, without further documentation or agreement on
the part of the Subscriber, to reject or limit any purchase, to accept purchases for fractional Units and to close the Offering
to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to
such Securities.


 


1.12         The
Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s
principal residence if the Subscriber is an individual or its principal business address if it is a corporation or other entity
and that Subscriber is not resident in any province of Canada. If the Subscriber is resident outside of the United States, the
Subscriber hereby represents that the Subscriber is resident in the jurisdiction specified in the address set out on the first
page of this Agreement (the “International Jurisdiction”) and that:


 


(a)          the
Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction
which would apply to this subscription, if there are any;


 


(b)          the
securities laws of the International Jurisdiction applicable to the Subscriber do not require the Company to file a prospectus
or similar document or to register the Securities or to make any filings or seek any approvals of any kind whatsoever in respect
of the sale of the Securities to the Subscriber from any regulatory authority in the International Jurisdiction;


 


(c)          the
delivery of this Agreement by the Company and the Subscriber and the issuance of the Securities to the Subscriber complies with
all applicable securities laws of the International Jurisdiction and will not cause the Company to become subject to any disclosure,
prospectus, registration or reporting requirements under any such securities laws; and


 




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(d)          the
Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International
Jurisdiction which will confirm the matters referred to in subparagraphs (ii) and (iii) above to the satisfaction of the Company,
acting reasonably.


 


1.13         The
Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver
this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber,
enforceable against the Subscriber in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies,
and to limitations of public policy.


 


1.14         If
the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 


1.15         The
Subscriber acknowledges that if he or she is a Registered Representative of n Financial Industry Regulatory Authority (“FINRA”)
member firm, he or she must give such firm the notice required by the FINRA Rules of Conduct, receipt of which must be acknowledged
by such firm in Section 7.4below.


 


1.16         


(a)          The
Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in
the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent,
except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.


 


(b)          The
Subscriber acknowledges that this Agreement requires the Subscriber to provide certain personal information to the Company. Such
information is being collected by the Company for the purposes of completing the Offering, which includes, without limitation,
determining the Subscriber's eligibility to purchase the Units under applicable Securities Laws (as defined below), preparing and
registering certificates representing the Units to be issued to the Subscriber and completing filings required by any Securities
Regulatory Authority. The Subscriber’s personal information may be disclosed by the Company to: (a) any applicable Securities
Regulatory Authority; (b) the Company's registrar and transfer agent; (c) Canada Revenue Agency; and (d) the Company’s advisors,
including legal counsel, and may be included in record books in connection with the Offering. By executing this Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information.


 


(c)          The
Subscriber consents to the filing of copies or originals of any of the Subscriber’s documents described in Section 1(b) hereof
as may be required to be filed with any Securities Regulatory Authority in connection with the transactions contemplated hereby.


 


(d)          If
the Subscriber is a resident of or otherwise subject to applicable securities laws of Ontario, the Subscriber acknowledges that
it has been notified by the Company (a) of the delivery to the Ontario Securities Commission (the “OSC”) of
the full name, residential address and telephone number of the Subscriber, the number and type of securities purchased, the total
purchase price, the exemption relied upon and the date of distribution; (b) that this information is being collected indirectly
by the OSC under the authority granted to it in Securities Laws; (c) that this information is being collected for the purposes
of the administration and enforcement of the Securities Law of Ontario; and (d) that the Administrative Assistant to the Director
of Corporate Finance can be contacted at Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or at (416) 593-8086
regarding any questions about the OSC’s indirect collection of this information and further acknowledges that it has authorized
the indirect collection of this information by the OSC.


 




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(e)          The
Subscriber represents and warrants that the funds representing the aggregate Offering Price which will be paid by the Subscriber
to the Company for the Units hereby subscribed for will not represent proceeds of crime for the purposes of the Proceeds of
Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLA”) and the Purchaser acknowledges
that the Company may in the future be required by law to disclose the Subscriber's name and other information relating to this
Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its
knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related
to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii)
are being tendered on behalf of a person who has not been identified to the Subscriber, and (b) it shall promptly notify the Company
if the Subscriber discovers that any of such representations ceases to be true, and to provide the Company with appropriate information
in connection therewith.


 


1.17         The
Subscriber represents and warrants that it has not engaged, consented to or authorized any broker, finder or intermediary to act
on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by
this Agreement. The Subscriber hereby agrees to indemnify and hold harmless the Company from and against all fees, commissions
or other payments owing to any such person or firm acting on behalf of the Subscriber hereunder.


 


1.18         The
Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their
respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses
incurred by them as a result of (a) any sale or distribution of the Securities by the Subscriber in violation of the Act or any
applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure
by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire
contained in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this
transaction.


 


1.19         The
Subscriber understands, acknowledges and agrees with the Company that, except as otherwise set forth herein, the subscription hereunder
is irrevocable by the Subscriber, that, except as required by law, the Subscriber is not entitled to cancel, terminate or revoke
this Agreement or any agreements of the Subscriber hereunder and that this Agreement and such other agreements shall survive the
death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations
of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors,
legal representatives and permitted assigns.


 


1.20         The
Subscriber understands, acknowledges and agrees with the Company that the Offering is intended to be exempt from registration under
the Act pursuant to the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and
accuracy of the representations made by the Subscriber herein.


 




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1.21         The
Subscriber acknowledges that the information contained in this Agreement or otherwise made available to the Subscriber is confidential
and non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither used by the Subscriber
for the Subscriber’s personal benefit (other than in connection with this Agreement, as supplemented) nor disclosed to any
third party for any reason, unless such disclosure is required by applicable law or a court judgment, order or decree, notwithstanding
that the Subscriber’s subscription may not be accepted by the Company; provided, however, that this obligation shall not
apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof,
(ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach
of this provision) or (iii) is received from third parties (except third parties who disclose such information in violation
of any confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered
into with the Company).


 


1.22         The
Subscriber understands, acknowledges and agrees with the Company that: (a) the Company may terminate the Offering or reject any
subscription at any time in its sole discretion and the execution of this Agreement by the Subscriber or solicitation of the investment
contemplated hereby shall create no obligation on the part of the Company to accept any subscription or complete the Offering;
(b) no federal, provincial or state agency or authority has made any finding or determination as to the accuracy or adequacy of
the Offering documents or as to the fairness of the terms of the Offering nor any recommendation or endorsement of the Securities
(any representation to the contrary is a criminal offense); and (c) in making an investment decision, the Subscriber must rely
on its own examination of the Company and the terms of the Offering, including the merits and risks involved.


 


II.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


In the event that the Company
accepts the Subscriber’s subscription of Units hereunder, the Company hereby represents and warrants to the Subscriber that:


 


2.1           Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of Canada and has full corporate power and authority to own, lease and operate its property and assets, and to conduct its
business as now conducted.


 


2.3           Capitalization
and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Annual Report”), and all issued
and outstanding shares of the Company are validly issued, fully paid and non-assessable. As of December 31, 2012, except as set
forth in the Annual Report, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or
other rights to subscribe for or to purchase any shares in the capital stock of the Company. Except as required by law, there are
no restrictions upon the voting or transfer of any of the shares in the capital stock of the Company pursuant to the Company’s
articles of amalgamation as amended to date or any agreement or other instruments to which the Company is a party or by which the
Company is bound.


 




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2.4           Authorization;
Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. All corporate action on the part of the Company and its directors necessary for the (i) authorization,
execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery
of the Units contemplated hereby and the performance of the Company’s obligations hereunder has been taken or will be taken
prior to Closing (as defined in Section 3.2). This Agreement has been duly executed and delivered by the Company and constitutes
a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies, and to limitations of public policy. The Units, when issued and fully paid for in
accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable. The Company shall, at all times
when any Warrants comprising part of the Units remain outstanding, have authorized and reserved for issuance a sufficient number
of Common Shares to provide for the due exercise of the Warrants comprising part of the Units pursuant to their terms. Upon any
due exercise of the Warrants comprising any Units in accordance with their terms and the issuance and delivery of the Additional
Shares issuable upon the exercise thereof, such Additional Shares will be validly issued, fully paid and non-assessable and, subject
to the expiry of the applicable hold period and the satisfaction of the requirements of National Instrument 45-102, the resale
of such Additional Shares in Ontario will be exempt from the registration and prospectus requirements of applicable Ontario securities
laws. The issuance and sale of the Units contemplated hereby and the issuance and sale of the Additional Shares when issued pursuant
to the terms of the Warrants, will not give rise to any preemptive rights or rights of first refusal on behalf of any person which
have not been waived in connection with this Offering.


 


2.5           No
Conflict; Governmental Consents.


 


(a)          The
execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result
in the violation of any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental
authority to or by which the Company is bound, or of any provision of the articles of amalgamation, as amended, of the Company,
and will not conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with
due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture
or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets
is subject, nor result in the creation or imposition of any lien or encumbrance upon any of the properties or assets of the Company.


 


(b)          No
consent, approval, authorization or other order of any United States or Canadian governmental authority is required to be obtained
by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue
and sale of the Units or the Additional Shares, except such consents and filings as may be required to be made with or obtained
from the SEC, FINRA, the TSX and with any state or foreign blue sky or other Securities Regulatory Authority and any Canadian Securities
Regulatory Authority, all of which filings or consents (other than filings or consents respecting the matters contemplated by Sections
3.4, 3.5 and 3.6) have been or will be timely made or obtained on or to prior Closing.


 




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2.6           Litigation.
The Company knows of no pending or threatened legal or governmental proceedings against the Company which, individually or in the
aggregate, could (a) have a material adverse effect on the business, assets, financial condition, prospects or results of operations
of the Company (collectively, the “Business”) or (b) impair in any material respect the Company’s ability
to enter into and perform on a timely basis its obligations under this Agreement (any such effect referred to as a “Material
Adverse Effect”). The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or
decree of any court or government agency or instrumentality which could reasonably be expected to have a Material Adverse Effect.
There is no action, suit, proceeding or investigation by the Company currently pending in any court or before any arbitrator or
that the Company intends to initiate.


 


2.7           Reporting
Issuer in Canada; Absence of Material Changes. The Company is a reporting issuer or the equivalent thereof in British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland, and is not
in default of any requirement under applicable securities legislation, statutes, regulations, and published policies and rules
of Canadian provincial securities and TSX regulations, and, in particular, without limiting the generality of the foregoing, the
Company is in compliance with its obligations to make all reports and filings, including timely disclosure of all material changes
relating to it, under such applicable securities legislation, statutes, regulations, and published policies and rules of Canadian
provincial securities laws (“Filings”), no such disclosure has been made on a confidential basis and there is
no material change relating to the Company which has occurred and with respect to which the requisite material change report has
not been filed. The Filings complied in all material respects with the requirements of applicable securities legislation, statutes,
regulations, and published policies and rules of Canadian provincial securities and TSX regulations. The Filings, as of their respective
dates, did not contain any untrue statement of material fact or omit any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities commission
or regulatory authority in any of the provinces of Canada has issued any order preventing or suspending trading of any securities
of the Company. Except as set forth in the Filings, there has not been (i) any material adverse change in the Business, (ii) any
transaction that is material to the Company, (iii) any obligation, direct or contingent, that is material to the Company, incurred
by the Company or any of its subsidiaries, (iv) any change in the outstanding indebtedness of the Company and its subsidiaries
(taken as a whole) that is material to the Company or the Business, (v) any dividend declared, paid or made on the capital stock
of the Company, or (vi) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has
been sustained which in the case of this clause (vi), individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


2.8           Listing.
The Common Shares of the Company are listed on the TSX. On Closing, the Common Shares issued hereunder and the Additional Shares
will have been conditionally approved for listing on the TSX, subject only to the satisfaction of customary deliverables after
Closing, which the Company will perform in a timely fashion. The Subscriber understands that the Company intends to be exempted
from security holder approval in respect of this Offering as provided for under Section 604(e) of the TSX Company Manual. In accordance
with TSX’s normal practice, the TSX will initiate its standard continued listing review process in such circumstances.  The
Company will be granted 120 days in which to regain compliance with TSX continuous listing requirements, subject to extension at
the discretion of the TSX.  The Company expects that upon completion by the TSX of this standard continued listing review,
the Corporation will continue to meet the TSX listing requirements.


 


2.9           No
General Solicitation. Neither the Company nor, to its knowledge, any person acting on its behalf has offered or sold or will
offer or sell the Units or the Additional Shares by any form of general solicitation or general advertising, including, but not
limited to, the following:


 


(a)          any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over
television or radio; and


 




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(b)          any
seminar or meeting whose attendees have been invited by any general solicitation or general advertising.


 


2.10       Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company
Act of 1940, as amended, and the rules and regulations of the SEC thereunder.


 


2.11       Disclosure.
The representations and warranties made by the Company in this Agreement and the Filings when read together do not contain any
untrue statement of a material fact and do not omit to state a material fact necessary to make the statements herein as a whole
not misleading.


  


III.         TERMS
OF SUBSCRIPTION AND COVENANTS


 


3.1         There
is no minimum aggregate Offering size.


 


3.2         The
Company will conduct the closing of the purchase and sale of Units at the time and place of its choice (the “Closing”)
whereupon:


 


(a)          the
Subscriber shall deliver to the Company, if not previously delivered: (i) this duly completed and executed Agreement and Accredited
Investor Certificate; and (ii) the Purchase Price by wire transfer to an account designated by the Company (collectively,
the “Subscriber Deliverables”); and


(b)          the
Company will deliver to the Subscriber (i) within five (5) business days after the Closing Date, a certificate registered in the
name of the Subscriber (or as directed by it) duly executed and delivered by the Company, representing the number of Common Shares
forming part of the Units that the Subscriber has agreed to purchase hereunder and a certificate registered in the name of the
Subscriber (or as directed by it) duly executed and delivered by the Company, representing the Warrants forming part of the Units
that the Subscriber has agreed to purchase hereunder, in each case free and clear of all liens, security interests, claims and
encumbrances (and in this regard the Subscriber hereby authorizes and directs the Company to deliver the certificates representing
the Common Shares and Warrants comprising the Units purchased by the Subscriber pursuant to this Agreement to the residential or
business address indicated on the signature page hereto); and (ii) a copy of this Agreement duly executed by the Company and customary
opinions of the Company’s counsel for transactions of this nature (collectively, the “Company Deliverables”).


 


3.3         The
relevant affiliate of the Subscriber has submitted to the TSX a completed and executed Personal Information Form (the “PIF”).
Notwithstanding anything herein to the contrary, the Subscriber shall not be permitted to exercise any of its Warrants prior to
receipt of a written communication (including, without limitation, an email communication) indicating that the TSX is satisfied
with the PIF.


 


3.4         At
Manchester Explorer, L.P.’s (“Manchester”), the Company will appoint, and nominate for election at the
Company’s next annual and special meeting of shareholders to be held as soon as practicable following availability of the
Company’s audited financial statements for the fiscal year ended December 31, 2013 and in any event prior to June 30, 2014
(the “Annual Meeting”), if requested before then, two nominees designated by Manchester to the board of directors
of the Company (the “Manchester Nominees”). Manchester may make such request until August 31, 2014; provided
that such request may only be made following the Annual Meeting if the Manchester Nominees are not elected at the Annual Meeting.


 




    	-10-



    	 



    

 


3.5         At
the Company’s next equity financing (which for this purpose includes any financing through the issuance of any securities
convertible into Company equity) Manchester shall have the right to subscribe for such portion of such offering so as to maintain
its percentage interest, taken together with that of its associates, in the Company immediately following the completion of this
Offering.


 


3.6         Subject
to regulatory and shareholder approval, on or about the time of the Annual Meeting, the Company shall:


 


(a)          offer
to holders of warrants issued by the Company on or about April 30, 2010 and on or about March 29, 2011 (collectively, “Outstanding
Warrants”) a right to exchange such Outstanding Warrants for new unlisted warrants (“New Warrants”)
on a one New Warrant-for-ten Outstanding Warrants basis, with the New Warrants having an exercise price per common share of $0.50
and otherwise having the same terms, including the original applicable expiry date, as the applicable series of Outstanding Warrants
(for the avoidance of doubt, the foregoing exchange ratio and exercise price of the New Warrants is before giving effect to the
proposed stock consolidation referred below) (the “Warrant Exchange”);


 


(b)          consolidate
its common shares on a one-for-up to ten basis; and


 


(c)          as
mentioned in Section 3.4, nominate up to two nominees of Manchester to the board of directors of the Company; and


 


(d)          change
the Company’s name to a name to be determined by the board of directors of the Company.


 


 


IV.          CONDITIONS
TO CLOSING


 


4.1           The
Subscriber’s obligation to purchase the Units at the Closing is subject to the fulfillment of certain conditions, which conditions
may be waived at the option of the Subscriber to the extent permitted by law, as follows:


 


(a)          Representations
and Warranties Correct. The representations and warranties made by the Company in Article II hereof shall be true and correct
in all material respects as at the Closing Date.


 


(b)          Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing
Date shall have been performed or complied with in all material respects.


 


(c)          No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated
by this Agreement.


 


(d)          No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting
the sale of the Securities or requiring any consent or approval of any person (including the TSX), which shall not have been obtained,
to issue the Securities (except as otherwise provided in this Agreement).


 


(e)          TSX
Listing. The TSX shall have conditionally approved the listing of the Common Shares forming part of the Units and the Additional
Shares issuable upon due exercise of the Warrants, subject only to the satisfaction by the Company of customary post-closing conditions
imposed by the TSX in similar circumstances, and without the requirement of the Company to obtain shareholder approval to the Offering.


 




    	-11-



    	 



    

 


(f)          Company
Deliverables. The Company shall have delivered to the Subscriber all Company Deliverables.


 


(g)          Shareholder
Approval. The Company shall have obtained any necessary shareholder approvals for the Offering.


 


4.2           The
Company’s obligation to sell the Units at the Closing is subject to the fulfillment of certain conditions, which conditions
may be waived at the option of the Company to the extent permitted by law, as follows:


 


(a)          Representations
and Warranties Correct. The representations and warranties made by the Subscriber in Article I hereof shall be true and correct
in all material respects.


 


(b)          Payment
of Purchase Price. The Subscriber shall have delivered to the Company the Purchase Price for the Units purchased by it pursuant
to Section 3.2(a).


 


(c)          No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated
by this Agreement.


 


(d)          No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting
the sale of the Securities (except as otherwise referred to in this Agreement) or requiring any consent or approval of any person,
which shall not have been obtained, to issue the Securities (except as referred to in this Agreement).


 


(e)          TSX
Listing. The TSX shall have conditionally approved the listing of the Common Shares forming part of the Units and the Additional
Shares issuable upon due exercise of the Warrants, subject only to the satisfaction by the Company of customary post-closing conditions
imposed by the TSX in similar circumstances, and without the requirement of the Company to obtain shareholder approval to the Offering.


 


(f)          Subscriber
Deliverables. The Subscriber shall have delivered to the Company all Subscriber Deliverables.


 


(g)          Shareholder
Approval. The Company shall have obtained any necessary shareholder approvals for the Offering.


 




    	-12-



    	 



    

 


		V.	.Trading in Adherex Securities



 


5.1           The
Subscriber covenants and agrees that it will not purchase, sell, short, or engage in any securities transactions relating to the
Securities whatsoever (or advise any others to do so) while in possession of material non-public information regarding the Company,
including that it is contemplating the Offering.


 


VI.          MISCELLANEOUS


 


6.1           Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail,
return receipt requested, or delivered by hand against written receipt therefor, addressed as follows:


 


if
to the Company, to it at:


 


Adherex Technologies Inc.

PO Box 13628


68 TW Alexander Drive


Research Triangle Park, NC 27709


Attention: Rosty Raykov, President
and Chief Executive Officer


 


if to the Subscriber,
to the Subscriber’s address indicated on the signature page of this Agreement.


 


Notices shall be deemed to
have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given
or delivered when received.


 


6.2           Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except in writing signed by the parties
to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or in writing signed
by the party to be charged.


6.3           This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns. This Agreement, together with the schedules hereto and together with the Confidential Disclosure Agreement
entered into between the Company and the Subscriber, sets forth the entire agreement and understanding between the parties as to
the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature
among them.


 


6.4           Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided, subject, however, to the right hereby reserved by the Company to enter
into the same agreements with other purchasers and to add and/or delete other persons as purchasers.


 


6.5           All
questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the Province of British Columbia, without regard to the principles
of conflicts of law thereof. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party
shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 




    	-13-



    	 



    

  


6.6           The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be
declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision
shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless
so expressed herein.


 


6.7           It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a
waiver of any subsequent or other breach by that same party.


6.8           The
parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action
as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


6.9           This
Agreement may be executed in two or more counterparts, including via facsimile or PDF, each of which shall be deemed an original,
but all of which shall together constitute one and the same instrument.


 


6.10         Nothing
in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement. The Subscriber
hereby acknowledges and agrees that it shall bear all costs and expenses incurred by it (including any fees and disbursements
of any special counsel retained by it) relating to the sale of the Units to the Subscriber. 


 


VII.         CONFIDENTIAL
INVESTOR QUESTIONNAIRE


 


7.1           The
Subscriber represents that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the
Act because it comes within any of the following categories at the time of the sale of the Securities to the Subscriber (please
initial beside the categories below applicable to the Purchaser). The undersigned agrees to furnish any additional information
which the Company deems necessary in order to verify the answers set forth below:


 


_____any bank as defined in Section
3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of such
Act whether acting in its individual or fiduciary capacity, any broker or dealer registered pursuant to Section 15 of the United
States Securities Exchange Act of 1934, as amended, any insurance company as defined in Section 2(a)(13) of the Securities Act,
any investment company registered under the U.S. Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of the U.S. Investment Company Act of 1940, any small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, any plan established and maintained
by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit
of its employees, if such plan has total assets in excess of $5,000,000, any employee benefit plan within the meaning of the U.S.
Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section
3(21) of the U.S. Employee Retirement Income Security Act of 1974, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self
directed plan, with investment decisions made solely by persons that are accredited investors;


 




    	-14-



    	 



    

  


_____any private business development
company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940;


 


_____any organization described in
Section 501(c)(3) of the U.S. Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


_____any director, executive officer,
or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner
of a general partner of that issuer;


 


_____any natural person whose individual
net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000 (excluding such person’s
primary residence);


 


_____any natural person who had an
individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess
of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;


 


_____any trust, with total assets in
excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act; or


 


_____any entity in which all of the
equity owners are accredited investors.


 


The undersigned agrees that
the undersigned will notify the Company at any time on or prior to the Closing Date, in the event that the representations and
warranties in this Agreement shall cease to be true, accurate and complete.


 


7.2           SUITABILITY
(please answer each question) 


 


(a)          For
an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal
business:


	 
	 
	 
	 


 


(b)          For
an individual Subscriber, please describe any college or graduate degrees held by you:


	 
	 
	 
	 


 


(c)          For
all Subscribers, please list types of prior investments:


	 
	 
	 
	 




    	-15-



    	 



    

 


(d)          For
all Subscribers, please state whether you have you participated in other private placements before:


 


	YES	 	 	NO	 


 


(e)          If
your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements
of:


 


	 	
	
        Public

        Companies
	
	
        Private

        Companies
	
	
        Public or Private

        Biotechnology Companies

	Frequently	
	
	
	
	
	

	Occasionally	
	
	
	
	
	

	Never	
	
	
	
	
	



 


		(f)	For individual Subscribers, do you expect your current
level of income to significantly decrease in the foreseeable future:



 


	YES	 	 	NO	 


 


		(g)	For trust, corporate, partnership and other institutional
Subscribers, do you expect your total assets to significantly decrease in the foreseeable future:



 


	YES	 	 	NO	 


 


		(h)	For all Subscribers, do you have any other investments
or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily
available to you:



 


	YES	 	 	NO	 


 


		(i)	For all Subscribers, are you familiar with the risk aspects
and the non-liquidity of investments such as the securities for which you seek to purchase?



 


	YES	 	 	NO	 


 


		(j)	For all Subscribers, do you understand that there is
no guarantee of financial return on this investment and that you run the risk of losing your entire investment?



 


	YES	 	 	NO	 


 


7.3           MANNER
IN WHICH TITLE IS TO BE HELD. (circle one) 


 


		(a)	Individual Ownership



		(b)	Community Property



		(c)	Joint Tenant with Right of Survivorship (both parties
must sign)



 




    	-16-



    	 



    

 


		(d)	Partnership*



		(e)	Tenants in Common



		(f)	Company*



		(g)	Trust*



		(h)	Other



 


*If Units
are being purchased for by an entity, a Certificate of Signatory must also be completed.


 


7.4           FINRA
AFFILIATION. 


 


Are you affiliated or associated
with an FINRA member firm (please check one):


 


	YES	 	 	NO	 


 


If Yes, please describe:


	 
	 
	 


 


*If Subscriber is a Registered
Representative with an FINRA member firm, have the following acknowledgment signed by the appropriate party:


 


The undersigned FINRA member firm acknowledges
receipt of the notice required by the Rules of Conduct.


 


	 	 
	Name of FINRA Member Firm	 
	 	 	 
	By: 	 	 
	 	Authorized Officer	 
	 	 	 
	Date: 	 	 


 


7.5           The
undersigned is informed of the significance to the Company of the foregoing representations and answers contained in the Confidential
Investor Questionnaire contained in this Article VII and such answers have been provided under the assumption that the Company
will rely on them. 


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




    	-17-



    	 



    

 


US DOLLAR AMOUNT OF UNITS
PURCHASED = USD$____________ (“Purchase Price”)


 


NO OF UNITS PURCHASED:
___________________________________ 


 


	 	 	 
	 	 	 
	Signature	 	Signature (if purchasing jointly)
	 	 	 
	 	 	 
	Name Typed or Printed	 	Name Typed or Printed
	 	 	 
	 	 	 
	Entity Name	 	Entity Name
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	Country, City, State and Zip Code	 	Country, City, State and Zip Code
	 	 	 
	 	 	 
	Telephone-Business	 	Telephone—Business
	 	 	 
	 	 	 
	Telephone-Residence	 	Telephone—Residence
	 	 	 
	 	 	 
	Facsimile-Business	 	Facsimile—Business
	 	 	 
	 	 	 
	Facsimile-Residence	 	Facsimile—Residence
	 	 	 
	 	 	 
	 	 	 
	Tax ID # or Social Security #	 	Tax ID # or Social Security # 
	 	 	 
	Name in which securities should be issued:	 	 
	 	 	 
	Dated: November _____, 2013	 	 


 




    	 



    	 



    

 


This Agreement is agreed to
and accepted as of November _____, 2013.


 


	 	Adherex Technologies Inc.
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 




    	-2-



    	 



    

 


SCHEDULE “A”


FORM
OF WARRANT 


 


THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN
THIS WARRANT. BY PURCHASING SUCH SECURITIES, THE HOLDER HEREOF AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH SECURITIES MAY BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
ACT, OR (B) IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION.


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [_______].


  


WARRANT TO PURCHASE COMMON
SHARES OF


ADHEREX TECHNOLOGIES INC.


 


(void after [_______])


 


	No. War-[_______]	[_______]     


 


THIS CERTIFIES
THAT, for value received, [___________________] or registered assigns (the “Holder”), from and after the Issuance
Date (as defined below), and subject to the terms and conditions herein set forth, is entitled to purchase from Adherex Technologies
Inc., a British Columbia corporation (the “Company”), at any time before 5:00 p.m. Ottawa, Ontario time on [_______]
(the “Termination Date”), [__________] ([________]) common shares in the capital of the Company (“Common
Shares”), at a price per share equal to the Warrant Price (as defined below) upon exercise of this Warrant pursuant to
Section 5 hereof. The number of Common Shares issuable pursuant to this Warrant (the “Warrant Shares”) is subject
to adjustment under Section 2.


 


1.          Definitions.
As used in this Warrant, the following terms have the definitions ascribed to them below:


(a)          “Issuance
Date” means [_______].


 


(b)          “person”
means any individual, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental authority or other entity of any kind, and shall include any successor (by merger or
otherwise) of such entity.


 


(c)          “Warrant
Price” means USD$ 0.50 per share, subject to adjustment under Section 2.


 


2.          Adjustments
and Notices. The Warrant Price and/or the Warrant Shares shall be subject to adjustment from time to time in accordance with
this Section 2. The Warrant Price and/or the Warrant Shares shall be adjusted to reflect all of the following events that occur
on or after the Issuance Date.


 


(a)          Subdivision,
Stock Dividends or Combinations. In case the Company shall at any time subdivide the outstanding Common Shares or shall issue
a stock dividend with respect to the Common Shares, the Warrant Price in effect immediately prior to such subdivision or the issuance
of such dividend shall be proportionately decreased, and the number of Warrant Shares for which this Warrant may be exercised immediately
prior to such subdivision or the issuance of such dividend shall be proportionately increased. In case the Company shall at any
time combine the outstanding Common Shares, the Warrant Price in effect immediately prior to such combination shall be proportionately
increased, and the number of Warrant Shares for which this Warrant may be exercised immediately prior to such combination shall
be proportionately decreased. In each of the foregoing cases, the adjustment shall be effective at the close of business on the
date of such subdivision, dividend or combination, as the case may be.


 




    	-3-



    	 



    

  


(b)          Reclassification,
Exchange, Substitution, In-Kind Distribution. Upon any reclassification, exchange, substitution or other event that results
in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant or upon the payment
of a dividend in securities or property other than Common Shares, the Holder shall be entitled to receive, upon exercise of this
Warrant, the number and kind of securities and property that Holder would have received if this Warrant had been exercised immediately
before the record date for such reclassification, exchange, substitution, or other event or immediately prior to the record date
for such dividend. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property.
The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property
issuable upon exercise or conversion of the new warrant. The provisions of this Section 2(b) shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events and successive dividends.


 


(c)          Reorganization,
Merger etc. In case of any merger or consolidation of the Company into or with another corporation where the Company is not
the surviving corporation, or sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide
lender) of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as
the case may be, shall, as a condition to closing any such reorganization, merger or sale, duly execute and deliver to the Holder
hereof a new warrant so that the Holder shall have the right to receive, at a total purchase price not to exceed that payable upon
the exercise or conversion of the unexercised portion of this Warrant, and in lieu of the Warrant Shares theretofore issuable upon
exercise or conversion of this Warrant, the kind and amount of shares of stock, other securities, money and property that would
have been receivable upon such reorganization, merger or sale by the Holder with respect to the Warrant Shares if this Warrant
had been exercised immediately before the consummation of such transaction. Such new warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 2. The provisions of this subparagraph
(c) shall similarly apply to successive transactions of the type described in this subparagraph (c).


 


(d)          Certificate
of Adjustment. In each case of an adjustment or readjustment of the Warrant Price, the Company, at its own expense, shall cause
its chief financial officer (or other most senior financial officer at the time) to compute such adjustment or readjustment in
accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate,
by first class mail, postage prepaid, to the Holder. The certificate shall set forth such adjustment or readjustment, showing in
detail the facts upon which such adjustment or readjustment is based. No adjustment of the Warrant Price shall be required to be
made unless it would result in an increase or decrease of at least CDN$0.01, but any adjustments not made because of this sentence
shall be carried forward and taken into account in any subsequent adjustment otherwise required hereunder.


 


(e)          No
Impairment. The Company shall not, by amendment of its charter, by-laws or other organizational documents, or through a reorganization,
transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall
subject to Section 8 at all times in good faith assist in carrying out all of the provisions of this Section 2 and in taking all
such action as may be necessary or appropriate to protect the Holder’s rights under this Section 2 against impairment.


 




    	-4-



    	 



    

 


(f)          Fractional
Shares. No fractional shares shall be issuable upon exercise or conversion of the Warrant and the number of shares to be issued
shall be rounded down to the nearest whole share. If a fractional share interest arises upon any exercise or conversion of the
Warrant, the Company shall eliminate such fractional share interest by paying the Holder an amount computed by multiplying the
fractional interest by the fair market value of a full Common Share.


 


3.          No
Shareholder Rights. This Warrant, by itself, as distinguished from any shares purchased hereunder, shall not entitle the Holder
to any of the rights of a shareholder of the Company.


 


4.          Reservation
of Shares. The Company will reserve from its authorized and unissued share capital a sufficient number of Common Shares to
provide for the issuance of the Warrant Shares upon the exercise of this Warrant. Issuance of this Warrant shall constitute full
authority to the Company’s officers who are charged with the duty of executing stock certificates to execute and issue the
necessary certificates for the Warrant Shares issuable upon the exercise of this Warrant.


 


5.          Exercise
of Warrant. This Warrant may be exercised by the Holder hereof, in whole or in part, at any time from and after the Issuance
Date and on or prior to the Termination Date, at the election of the Holder hereof (with the notice of exercise substantially in
the form attached hereto as Attachment 1 duly completed and executed for an exercise under this Section 5), by the surrender
of this Warrant at the principal office of the Company or transfer agent and the payment to the Company, by certified or bank check,
or by wire transfer to an account designated by the Company of an amount equal to the then applicable Warrant Price multiplied
by the number of Warrant Shares then being purchased. This Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant
Shares issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of
business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of full Warrant Shares issuable upon such exercise.


 


6.          Transfer
of Warrant. This Warrant is issued upon the following terms respecting transferability, to which Holder consents and agrees:


 


(a)          Until
this Warrant is transferred on the books of the Company, the Company will, and shall be entitled to, treat the Holder of this Warrant
registered as such on the books of the Company as the absolute owner hereof for all purposes without being affected by any notice
to the contrary.


 


(b)          This
Warrant may not be exercised, and this Warrant and the Warrant Shares shall not be transferable, except in compliance with all
applicable provincial, state and federal securities laws, regulations and orders, and with all other applicable laws, regulations
and orders.


 


(c)          Subject
to clauses (b) and (d) of this Section 6, the Warrant may be transferred by the Holder completing and delivering to the Company
a notice of transfer substantially in the form attached hereto as Attachment 2.


 


(d)          The
Warrant may not be transferred, and the Warrant Shares may not be transferred, to persons in the United States or to U.S. Persons
(as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “US Securities
Act”), without the Holder obtaining an opinion of legal counsel stating that the proposed transaction will not result
in a prohibited transaction under the US Securities Act, and all other applicable state and federal securities laws, regulations
and orders. By accepting this Warrant, the Holder agrees to act in accordance with any conditions reasonably imposed on such transfer
by such opinion of legal counsel.


 




    	-5-



    	 



    

  


(e)          Neither
the issuance of this Warrant nor the issuance of the Warrant Shares have been qualified by prospectus or registered under any Canadian
provincial securities laws, the US Securities Act or any US state securities laws.


 


7.          Covenants,
Representations and Warranties. The Company hereby represents and warrants that it is authorized to create and issue the Warrants
and covenants and agrees that it will cause the Common Shares from time to time subscribed for and purchased in the manner provided
in this Warrant and the certificate or certificates representing such Common Shares to be issued and that, at all times prior to
5:00 p.m. (Ottawa, Ontario time) on the Termination Date, it will reserve and there will remain unissued a sufficient number of
Common Shares to satisfy the right of purchase provided for in this Warrant. The Company hereby further covenants and agrees that
it will at its expense expeditiously use its best efforts to obtain the listing of such Common Shares (subject to issue or notice
of issue) on each stock exchange or over-the-counter market on which the Common Shares may be listed from time to time. All Common
Shares which are issued upon the exercise of the right of purchase provided in this Warrant, upon payment therefor of the amount
at which such Common Shares may be purchased pursuant to the provisions of this Warrant, shall be and be deemed to be validly issued,
fully paid and non-assessable shares and free from all taxes, liens and charges with respect to the issue thereof. The Company
hereby represents and warrants that this Warrant is a valid and enforceable obligation of the Company, enforceable in accordance
with the provisions of this Warrant.


 


8.          Legends.
Upon issuance, the certificate or certificates evidencing any Warrant Shares shall bear legends as set forth in the Subscription
Agreement of even date herewith between the original Holder and the Company and as required under any applicable provincial, state
and federal securities laws, regulations and orders, and with all other applicable laws and regulations.


 


9.          Further
Assurances. The Company hereby covenants and agrees that it will do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged and delivered, all and every such other act, deed and assurance as the Holder shall reasonably require for
the better accomplishing and effectuating of the intentions and provisions of this Warrant.


 


10.        Successors
and Assigns. This Warrant shall enure to the benefit of the Holder and the successors and assignees thereof and shall be binding
upon the Company and the successors thereof.


 


11.        Termination.
This Warrant shall terminate at 5:00 p.m. (Ottawa, Ontario time) on the Termination Date.


 


12.        Miscellaneous.
This Warrant shall be governed by the laws of the Province of British Columbia, as such laws are applied to contracts to be entered
into and performed entirely in British Columbia by British Columbia residents. The headings in this Warrant are for purposes of
convenience and reference only, and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may
be changed or waived orally, but only by an instrument in writing signed by the Company and the Holder. All notices and
other communications from the Company to the Holder of this Warrant shall be delivered personally or by facsimile transmission
or mailed by first class mail, postage prepaid, to the address or facsimile number furnished to the Company in writing by the last
Holder of this Warrant who shall have furnished an address or facsimile number to the Company in writing, and if mailed shall be
deemed given three days after deposit in the United States mail. Upon receipt of evidence satisfactory to the Company of the ownership
of and the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon
receipt of indemnity or security satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant
of like tenor and representing the right to purchase the same aggregate number of Common Shares. Time shall be of the essence of
this Warrant. The parties hereto have expressly required that this agreement and all documents, agreements and notices related
hereto be drafted in the English language. Les parties aux présentes ont expressément exigé que le présent
contrat et tous les autres documents, conventions ou avis qui y sont afférents soient rédigés en langue anglaise.


 




    	-6-



    	 



    

 


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OF THIS PAGE INTENTIONALLY LEFT BLANK]


 




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ADHEREX TECHNOLOGIES
INC., intending to be contractually bound, has caused this Warrant to be signed by its duly authorized officer in the date
set forth above.


 


	 	 	ADHEREX TECHNOLOGIES INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  




    	 



    	 



    

 


Attachment 1


 


NOTICE OF EXERCISE


 


TO: ADHEREX TECHNOLOGIES INC.


 


		1.	The undersigned hereby elects to purchase    ______
Common Shares of the Company pursuant to Section 5 of the attached Warrant, and tenders herewith payment of the purchase price
of such shares in full.



 


		2.	Please issue a certificate or certificates representing
said Warrant Shares in the name of the undersigned or in such other name as is specified below:



 


______________________________


(Name in which certificate(s)
are to be issued)


 


_______________________________


(Address)


 


	 	 
	 	(Name of Warrant Holder)
	 	 	 
	 	By:	 
	 	 	 
	 	Title:	 


 


	 	Date signed: 	 


  




    	 



    	 



    

 


Attachment 2


 


FORM OF TRANSFER


 


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


 


__________________________________________________________________________________
(include name and address of the transferee) Warrants exercisable for common shares of Adherex Technologies Inc. (the “Company”)
registered in the name of the undersigned on the register of the Company maintained therefor, and hereby irrevocably appoints ____________________________________


____________________________________
the attorney of the undersigned to transfer the said securities on the books maintained by the Company with full power of substitution.


 


DATED this _________ day of ___________________, 20__.


 


Signature of Transferor guaranteed by:


 


	 	 	 
	 	 	Signature of Transferor
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Address of Transferor


 


Notes: 


 


The signature to this transfer must correspond
with the name written upon the face of this Warrant Certificate in every particular without any changes whatsoever.


 


If the Transfer Form indicates that common
shares are to be issued to a person or persons other than the registered holder of the Warrant Certificate, the signature on this
Transfer Form must be guaranteed by a Schedule I chartered bank or licensed trust company, or a member of an acceptable medallion
guarantee program. The guarantor must affix a stamp bearing the actual words "Signature Guaranteed". Signature guarantees
are not accepted from Treasury Branches or credit unions unless they are members of the Stamp Medallion Program.


 




    	 



    	 



    

 


SCHEDULE “B”


SUMMARY OF OFFERING TERMS


 


Confidential


 


This confidential term
sheet summarizes the principal terms of a proposed equity financing by Adherex Technologies Inc. Except as described below next
to the heading, Confidentiality/No Trading (which is intended to binding on proposed investors), this term sheet is for discussion
purposes only; there is no obligation on the part of any negotiating party until definitive transaction documents are signed. 


 


New Issue


 





ADHEREX TECHNOLOGIES INC.


 


TERM SHEET


Private
Placement of Units





 


	Issuer:	Adherex Technologies Inc. (the “Company”).
	 	 
	Offering:	Private placement of up to 4,000,000 units (the “Units”) of the Company (the “Offering”)
	 	 
	Offering Size:	Up to $1,600,000
	 	 
	Issue Price:	$0.40 per Unit
	 	 
	Units:	Each unit shall consist of one common share and one common share purchase warrant (each such common share purchase warrant, a “Warrant”). Each Warrant shall be exercisable into one additional common share of the Company for five years from closing at an exercise price per common share of $0.50. 


 


	Investors:	Investor	 	No. of Units
	 	Manchester Management LLC (“Manchester”) and person associated with Manchester	 	up to 3,625,000 Units
	 	683 Capital Management LLC	 	up to 375,000 Units


 


	Use of Proceeds:	The Company intends to use the net proceeds of the Offering for STS development and general corporate purposes. 







 




    	-4-



    	 



    

 


	Hold Period:	 	No prospectus or offering memorandum will be prepared. The Securities will be subject to a hold period of four months and a day following the Closing Date pursuant to Canadian securities laws.
	 	 	 
	Listing:	 	The Company’s common shares are listed on the TSX (AHX) and, in the United States, are quoted on OTC (ADHXF).  The Company will obtain the necessary approvals to list the common shares issued under this Offering (including common shares issuable upon exercise of the Warrants) on the TSX.  The Warrants will not be listed.
	 	 	 
	Closing Date:	 	
        As soon as practicable following
regulatory and shareholder approval (the “Closing Date”). In this regard, the Company proposes to seek shareholder
approval by written consent. 

	 	 	 
	Board Nomination 

Rights 	 	
        At Manchester’s request
which made at any time before August 31, 2014, the Company will appoint, and nominate for election at the Annual Meeting (as defined
below), if requested before then, up to two nominees of Manchester to the board of directors of the Company. 

	 	 	 
	Participation Right	 	
        At the Company’s next equity
financing (which for this purpose includes any financing through the issuance of any securities convertible into Company equity)
Manchester shall have the right to subscribe for such portion of such offering so as to maintain its percentage interest in the
Company immediately following the completion of this Offering. 

	 	 	 
	Other Terms	 	
        Subject to regulatory and
        shareholder approval, on or about the time of the Company’s next annual and special meeting of stockholders to be held as
        soon as practicable following availability of the Company’s audited financial statements for the fiscal year ended December
        31, 2013 and in any event prior to June 30, 2014 (the “Annual Meeting”) the Company shall agree to:

         

        (a)          offer
        to holders of warrants issued by the Company on or about April 30, 2010 and on or about March 29, 2011 (collectively, “Outstanding
        Warrants”) a right to exchange such Outstanding Warrants for new unlisted warrants (“New Warrants”)
        on a one New Warrant-for-ten Outstanding Warrants basis, with the New Warrants having an exercise price per common share of $0.50
        and otherwise having the same terms, including the original applicable expiry date, as the applicable series of Outstanding Warrants
        (for the avoidance of doubt, the foregoing exchange ratio and exercise price of the New Warrants is before giving effect to the
        proposed stock consolidation referred below) (the “Warrant Exchange”);

         

        (b)          consolidate
        its common shares on a one-for-up to ten basis; and

         

        (c)          
        as mentioned above, elect of up to two nominees of Manchester to the board of directors of the Company; and



  



    	-5-



    	 



    




 





	 	 	(d)         change the Company’s name to a name to be determined by the board of directors of the Company.
	 	 	 
	 	 	As a condition of closing the Offering: (i) each of Southpoint and 683 Capital Management must agree to vote its respective shares at the Annual Meeting to approve the foregoing; and (ii) subject to shareholder and regulatory approval, each of Southpoint and 683 Capital Management must agree to exchange the Outstanding Warrants owned or controlled by it for New Warrants in accordance with the Warrant Exchange.
	 	 	 
	Confidentiality/No Trading:	 	Each investor understands and agrees that this Term Sheet, and the information set forth herein, constitutes confidential information and, accordingly, each investor agrees not to purchase, sell, short or engage in any securities transactions relating to the Company’s securities whatsoever (or advise others to do so) in violation of applicable securities laws.







  




    	-6-



    	 



    

  


SCHEDULE “C”


REGULATION “S” RESALE
REPRESENTATION LETTER


 


 


Adherex Technologies Inc.

PO Box 13628


68 TW Alexander Drive


Research Triangle Park, NC 27709


Attention: President and Chief Executive Officer


 


To Whom It May Concern:


 


The undersigned (A) acknowledges
that the sale of the securities of Adherex Technologies Inc. (the “Company”) to which this declaration relates
is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the
“Act”) and (B) certifies that: (1) the offer of such securities was not made to a person in the United
States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and
any person acting on its behalf reasonably believes that the buyer was outside the United States or (b) the transaction was
executed on or through the facilities of the Toronto Stock Exchange and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United States; (2) neither the seller (or its affiliates)
nor any person acting on its behalf engaged in any “directed selling efforts” in the United States in connection with
the offer and sale of such securities; (3) the sale is bona fide and not for the purpose of “washing off” the resale
restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3)
under the Act); (4) the seller does not have a short position in the securities sold and does not intend to replace the securities
sold in reliance on Rule 904 with fungible unrestricted securities; (5) the contemplated sale is not a transaction, or part of
a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration
provisions of the Act; and (6) the undersigned is not an “affiliate” (as defined in Rule 405 under the Act) of the
Company. Terms used herein have the meanings given to them by Regulation S.


 


	 	 
	Name:	 
	Title:	 
	Date:	 


 




    	-7-



    	 



    

 


SCHEDULE “D”


 


CERTIFICATE OF SUBSEQUENT SALE


 


[Name and Address of Transfer
Agent]


 


		RE:	Sale of Shares of Common Stock of Adherex Technologies Inc. (the “Company”)



 


Dear Sir/Madam:


 


The undersigned
hereby certifies, in connection with the sale of Common Shares of the Company, that the undersigned has sold the shares in compliance
with all securities laws applicable to the undersigned.


 


Selling Stockholder (the beneficial owner):                                                                                                              


 


Record Holder (e.g., if held in name of nominee):                                                                                                         


 


Restricted Stock Certificate No.(s):                                                                                                                                   


 


Number of Shares Sold:                                                                                                                                                         


 


Date of Sale:                                                                                                                                                                       


 


	 	 	Very truly yours,
	 	 	 	 
	Dated:	 	By:	 
	 	 	 	 
	 	 	Print Name:	 
	 	 	 	 
	 	 	Title:	 


 


		cc:	Adherex Technologies Inc.

PO Box 13628



68 TW Alexander Drive


Research Triangle Park, NC
27709


Attention: President and Chief
Executive Officer


 




    	-8-



    	 



    

 


SCHEDULE “E”


 


ACCREDITED INVESTOR CERTIFICATE
– NATIONAL INSTRUMENT 45-106


 


		TO:	Adherex Technologies INC.





 


In connection
with the subscription for Units of Adherex Technologies Inc. (the “Company”), the undersigned (the “Subscriber”)
hereby represents and warrants that the Subscriber is an “accredited investor” as defined in National Instrument 45-106
– Prospectus and Registration Exemptions by virtue of being (check one):


 


	(a)          a Canadian financial institution, or a Schedule III bank;	 ̈
	 	 
	(b)          the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);	 ̈
	 	 
	(c)          a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;	 ̈
	 	 
	(d)          a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);	 ̈
	 	 
	(e)          an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);	 ̈
	 	 
	(f)          the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;	 ̈
	 	 
	(g)          a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;	 ̈
	 	 
	(h)          any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;	 ̈
	 	 
	(i)          a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;	 ̈
	 	 
	(j)          an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;	 ̈


 




    	-9-



    	 



    

 


	(k)          an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;	 ̈
	 	 
	(l)          an individual who, either alone or with a spouse, has net assets of at least $5,000,000;	 ̈
	 	 
	(m)          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;	 ̈
	 	 
	
        (n)          an
        investment fund that distributes or has distributed its securities only to:

         

        (i) a person that is or was an accredited
        investor at the time of the distribution;

         

        (ii) a person that acquires or acquired
        securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, and 2.19 [Additional investment
        in investment funds] of NI 45-106; or

         

        (iii) a person described in paragraph
        (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;
	 ̈
	 	 
	(o)          an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;	 ̈
	 	 
	(p)          a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;	 ̈
	 	 
	
        (q)          a
        person acting on behalf of a fully managed account managed by that person, if that person:

         

        (i) is registered or authorized to carry
        on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
        and

         

        (ii) in Ontario, is purchasing a security
        that is not a security of an investment fund;
	 ̈
	 	 
	(r)          a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;	 ̈
	 	 
	(s)          an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;	 ̈


 


 




    	-10-



    	 



    

 


	(t)          a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;	 ̈
	 	 
	(u)          an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or	 ̈
	 	 
	
        (v)          a
        person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator
        as:

         

        (i) an accredited investor; or

         

        (ii) an exempt purchaser in Alberta or
        British Columbia after this Instrument comes into force.
	 ̈


  


Dated this ____ day of _____________, 2013


 


	 	Signed:	 
	 	Name:	 
	 	For:	 
	 	Title:	 


  



    	-11-