Common use of Waiver, etc Clause in Contracts

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. FENBO HOLDINGS LIMITED By: Name: Wxxxxxx X. Xxxxxxxx Lx Xxx Lxx Xxxxx Title: President and Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Sxx Xxxxxxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Supervisory Principal SCHEDULE 1-A Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.__] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of PreLock-Funded Warrant Certificate PREUp Agreement Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] _Up Agreement __, [●] Issue Date2023 EX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 500 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: [●] ___The undersigned understands that EX Xxxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT division of Benchmark Investments, LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with Fenbo Holdings Limited., a British Columbia Cayman Islands corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTIVIC HEALTH SYSTEMS, INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. [SIGNATURE PAGE TO TIVIC HEALTH SYSTEMS, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT] SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Pre- Funded Warrants to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquity, a division Number of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Option Pre- Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [•] Number of Class A Firm Units t ● Number of Class B Firm Units t Pre-Funded Warrants: [•] Number of Option Shares and/or Shares: [•] Number of Option Pre-Funded Warrants: t Number of Option Warrants: t [•] Public Offering Price per Class A Firm UnitShare/Option Share: $ t $[•] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per /Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm UnitShare/Option Share: $ t $[•] Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Pre-Funded Warrant/Option Pre-Funded Warrant: $ t Underwriting Discount $[•] Proceeds to Company per Firm Share/Option Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrant: $ t /Option Pre-Funded Warrant (before expenses): $[•] Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Non-accountable expense allowance per Firm Pre-Funded Warrant: $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Warrant Certificate PREEXHIBIT B Form of Representative’s Warrant Agreement EXHIBIT C Form of Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Up Agreement EXHIBIT D

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPHONGLI GROUP INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxx Xxx Title: President and Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. Hongli Group Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [___] [___] TOTAL 5,500,000 825,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 5,500,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 825,000 Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.__] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPSHINECO, INC. By: Name: Wxxxxxx X. Xxxxxxxx Yxxxxx Xxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementBONWICK CAPITAL PARTNERS, Inc. LLC By: Name: Dxxxxx XxXxxxx Title: BriaCell Therapeutics Corp. Managing Director By: Name: Rxxxxxx Xxxxxxxx Title: Partner, Head of Corporate Finance Shineco, Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Placement Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityPlaced Bonwick Capital Partners, a division of Fordham LLC. Network 1 Financial ManagementSecurities, Inc. Class A: Class B: TOTAL: Schedule TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsPlacement Shares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___BY ITS ACCEPTANCE HEREOF, [●] Issue Date: [●] ___AGREES THAT IT WILL NOT SELL, 20___ TRANSFER OR ASSIGN THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) BONWICK CAPITAL PARTNERS, for value receivedLLC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, _____________ or its assigns OR (the “Holder”II) is entitledA BONA FIDE OFFICER OR PARTNER OF BONWICK CAPITAL PARTNERS, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Shares (as subject to adjustment hereunderStock of Shineco, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementChina SXT Pharmaceuticals, Inc. By: Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. Chief Executive Officer Confirmed and accepted as of the date first above written: Boustead Securities, LLC By: Name: Xxxxx Xxxxx Title: Chief Executive Officer CHINA SXT PHARMACEUTICALS, INC. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Placement Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityPlaced Boustead Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm UnitsPlacement Shares for Minimum Offering : t ● [•] Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Placement Shares and/or Option Pre-Funded Warrantsfor Maximum Offering : t Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Wytec International, Inc. By: Name: Wxxxxxx Xxxxxxx X. Xxxxxxxx Xxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Securities Units to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [__] Number of Option Shares and/or Option Pre-Funded WarrantsUnits: t Number of Option Warrants: t [__] Public Offering Price per Class A Firm Unit: $ t $[__] Public Offering Price per Class B Option Unit: $[__] Underwriting Discount per Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option ShareUnit: $ t Underwriting Discount $[__] Proceeds to Company per Firm Unit (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Unit (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns ] EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the “Holder”) is entitledPurchase of [●] Shares of Common Stock of Wytec International, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. CHI KO HOLDINGS LIMITED By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx Xxx Xxxx Title: President Chairman and Chief Executive Officer Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. Chi Ko Holdings Limited – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [___ ] [___ ] TOTAL [___ ] [___ ] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [__] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [__] Public Offering Price per Class A Firm UnitShare: $ t $[__] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[__] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option Share: $ t Underwriting Discount $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.__] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xx. Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxx Xxxx Fly Cloud Limited Xx. Xxxx Xxx Xxxxx Xx. Xxxx Xxx Xxxx Xx. Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxxxxxxxx Xx. Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Xxxxx Xxxx Xx. Xxx Xxx Xxxxx Xx. Xx Xxx Xxxxx EXHIBIT A Form of PreLock-Funded Warrant Certificate PREUp Agreement Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Up Agreement [●] ___, [●2023] Issue DateXX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 000 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: [●] ___The undersigned understands that XX Xxxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT division of Benchmark Investments, LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with Chi Ko Holdings Limited, a British Columbia Cayman Islands corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of ordinary shares, par value $[ ] per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPEVMO, INC. By: Name: Wxxxxxx Sxxxxxx X. Xxxxxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementEX XXXXXX, Inc. DIVISION OF BENCHMARK INVESTMENTS, LLC By: Name: Title: BriaCell Therapeutics Corp. EVmo, Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[●] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule . SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . S-2C SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer Directors and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman Officers of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPSACKS PARENTE GOLF COMPANY, INC. By: Name: Wxxxxxx X. Txx Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Mxxxxxx Xxxxxx Title: BriaCell Therapeutics Corp. Managing Director, Head of Equity Capital Markets SACKS PARENTE GOLF, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the OverThe Benchmark Company, LLC . TOTAL Sch. 1-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPLQR HOUSE INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxxx Xxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule 2LLC TOTAL SCHEDULE 2 Reserved. 34 SCHEDULE 3-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2Share (before expenses): $[●] SCHEDULE 3-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 SCHEDULE 4 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPHEALTHCARE TRIANGLE, INC. By: Name: Wxxxxxx X. Xxxxxxxx Sxxxxx Xxxxxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. HEALTHCARE TRIANGLE, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule 2LLC TOTAL SCHEDULE 2 SCHEDULE 3-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2Share (before expenses): $[●] SCHEDULE 3-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 SCHEDULE 4 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPBIORESTORATIVE THERAPIES, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: BriaCell Therapeutics Corp. [COMPANY] – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Option Securities Firm Class A Warrants to be Purchased (each Firm Class A Warrant exercisable for the purchase of one share of Common Stock) Total Number of Firm Class B Warrants to be Purchased (each Firm Class B Warrant exercisable for the purchase of one-half of one share of Common Stock) Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division Number of Fordham Financial Management, Inc. Additional Class A: A Warrants to be Purchased if the Over-Allotment Option is Fully Exercised (each additional Class B: TOTAL: Schedule A Warrant exercisable for the purchase of one share of Common Stock) Number of Additional Class B Warrants to be Purchased if the Over-Allotment Option is Fully Exercised (each additional Class B Warrant exercisable for the purchase of one-half of share of Common Stock) Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [•] Number of Firm Class A Warrants (each Firm Units t ● Class A Warrant exercisable for the purchase of one share of Common Stock): [•] Number of Firm Class B Warrants (each Firm Units t Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t [•] Number of Option Warrants: t Class A Warrants (each Option Class A Warrant exercisable for the purchase of one share of Common Stock): [•] Number of Option Class B Warrants (each Option Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): [•] Public Offering Price per Firm Share (with accompanying Firm Class A Warrant exercisable for the purchase of one share of Common Stock and Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per PreWarrant exercisable for the purchase of one-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t half of one share of Common Stock): $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Proceeds to Company per Firm Share (before expenses): $[•] Public Offering Price per Option Share: $[•] Public Offering Price per Option Class A Warrant (each Option Class A Warrant exercisable for the purchase of one share of Common Stock): $0.01 Public Offering Price per Option Class B Warrant (each Option Class B Warrant exercisable for the purchase of one share of Common Stock): $0.01 Underwriting Discount per Option Share: $[•] Underwriting Discount per Option Class A Warrant (each Option Class A Warrant exercisable for the purchase of one share of Common Stock): $[•] Underwriting Discount per Option Class B Warrant (each Option Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free writing prospectus filed with the Commission on [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule ·], 2015 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Mxxx Xxxxxxx Exxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Field Fxxxxxxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Mxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Cxxxx

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPPYXIS TANKERS INC. By: Name: Wxxxxxx X. Valentios (“Xxxxx”) Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY THINKEQUITY, A Division of Fordham Financial Management, Inc. By: Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking Pyxis Tankers Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Securities Shares to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [•] Number of Class A Firm Units t ● Number of Class B Firm Units t Warrants: [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t [•] Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unitone Share and [__] Warrants: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Share and [•] Warrant: $ t Underwriting Discount $[•] Proceeds to Company per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share and Warrant (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 2.11 SUBSIDIARY LIST Name Jurisdiction of Incorporation Secondone Corporation Ltd. Malta Thirdone Corporation Ltd. Malta Fourthone Corporation Ltd. Malta Seventhone Corp. Republic of the Xxxxxxxx Islands Eighthone Corp. Republic of the Xxxxxxxx Islands SCHEDULE 2.25 VESSEL LIST Vessel Name Vessel Owning Subsidiaries Flag Pyxis Epsilon Eigthone Corp. Republic of the Xxxxxxxx Islands Pyxis Theta Seventhone Corp. Malta Pyxis Malou Fourthone Corp. Malta Northsea Alpha Secondone Corp. Malta Northsea Beta Thirdone Corp Malta SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Valentios (“Xxxxx”) Xxxxxxxx Xxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxxxxxxxxx Xxxxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxx Xxxxx X. Xxxxxxxxx Xxxxxxxxx X. Xxxxxx Director Exhibit EXHIBIT A Form of PreUnderwriter’s Warrant Agreement EXHIBIT B Form of Lock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Up Agreement _____________ or its assigns , 2020 ThinkEquity, A Division of Fordham Financial Management, Inc. 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters (if any) named on Schedule 1 to the Underwriting Agreement reference below Ladies and Gentlemen: The undersigned understands that you (the “HolderRepresentative”) and certain other firms, if any (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Pyxis Tankers Inc., a Xxxxxxxx Island corporation (the “Company”), providing for the purchase by the Underwriters of certain of the Company’s securities, including its 8.25% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Series A Preferred Shares”) and warrants (the “Warrants”) to purchase the Company’s common shares, par value $0.001 per share (the “Common Shares”), and that the Underwriters propose to reoffer the Series A Preferred Shares and Warrants to the public (the “Offering”). The Series A Preferred Shares and Warrants are referred to herein as the “Offered Securities.” In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Representative, on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is entitleddesigned to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any Offered Securities or Common Shares (including, without limitation, Offered Securities or Common Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and Offered Securities or Common Shares that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Offered Securities or Common Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Offered Securities or Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Offered Securities or Common Shares or other securities, in cash or otherwise, (3) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Offered Securities or Common Shares or securities convertible into or exercisable or exchangeable for Offered Securities or Common Shares or any other securities of the Company, or (4) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days after the closing of the Offering (such 60-day period, the “Lock-Up Period”). The foregoing paragraph shall not apply to (a) transactions relating to Offered Securities or Common Shares or other securities acquired in the open market after the completion of the Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with such transactions; (b) bona fide gifts of shares of any class of the Company’s capital stock or any security convertible into Offered Securities or Common Shares, in each case that are made exclusively between and among the undersigned or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company); (c) any transfer of Offered Securities or Common Shares or any security convertible into Offered Securities or Common Shares by will or intestate succession upon the death of the undersigned; (d) transfer of Offered Securities or Common Shares or any security convertible into Offered Securities or Common Shares to an immediate family member (for purposes of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned; provided that, in the case of clauses (b)-(d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period referred to above, and (iii) the undersigned notifies the Representative at least two business days prior to the proposed transfer or disposition; (e) the transfer of shares to the Company to satisfy withholding obligations for any equity award granted pursuant to the terms of the Company’s option/incentive plans, such as upon exercise, vesting, lapse of substantial risk of forfeiture, or other similar taxable event, in each case on a “cashless” or “net exercise” basis (which, for the avoidance of doubt shall not include “cashless” exercise programs involving a broker or other third party), provided that as a condition of any transfer pursuant to this clause (e), that if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Offered Securities or Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares during the Lock-Up Period, the undersigned shall include a statement in such report, and if applicable an appropriate disposition transaction code, to the effect that such transfer is being made as a share delivery or forfeiture in connection with a net value exercise, or as a forfeiture or sale of shares solely to cover required tax withholding, as the case may be; (f) transfers of Offered Securities or Common Shares or any security convertible into or exercisable or exchangeable for Common Shares pursuant to a bona fide third party tender offer made to all holders of the Offered Securities or Common Shares, merger, consolidation or other similar transaction involving a change of control (as defined below) of the Company, including voting in favor of any such transaction or taking any other action in connection with such transaction, provided that in the event that such merger, tender offer or other transaction is not completed, the Offered Securities or Common Shares and any security convertible into or exercisable or exchangeable for Offered Securities or Common Shares shall remain subject to the limitations restrictions set forth herein; (g) the exercise of warrants or the exercise of options to purchase Common Shares granted pursuant to the Company’s option/incentive plans or otherwise outstanding on the date hereof; provided, that the restrictions shall apply to Common Shares issued upon such exercise or conversion; (h) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Offered Securities or Common Shares or securities convertible into, or exchangeable or exercisable for, Offered Securities or Common Shares, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the lock-up period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1 Plan; and (i) any demands or requests for, or exercise of any right with respect to, or the taking of any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s Offered Securities or Common Shares, provided that no transfer of the undersigned’s Offered Securities or Common Shares registered pursuant to the exercise of any such right and no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s Offered Securities or Common Shares during the Lock-Up Period. For purposes of clause (f) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting shares of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with this Lock-Up Letter Agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Offered Securities that the undersigned may purchase in the Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of securities subject to this Lock-Up Letter Agreement, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of securities subject to this Lock-Up Letter Agreement not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this securities subject to this Lock-Up Letter Agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities, the undersigned will be released from its obligations under this Lock-Up Letter Agreement. The undersigned understands that the Company and the conditions hereinafter set forthUnderwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, at if any, of (1) the termination of the Underwriting Agreement before the sale of any time on securities to the Underwriters or after (2) the termination of the Offering. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representative, successors and assigns of the undersigned. Very truly yours, By: Name: Title: ________________, 20________ (Name - Please Print) ________________________ (Signature) ________________________ (Name of Signatory, in the “Initial Exercise case of entities - Please Print) ________________________ (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release [Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.] Pyxis Tankers Inc., a British Columbia corporation formed under the laws of the Republic of the Xxxxxxxx Islands (the “Company”), announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common shares, is [waiving] [releasing] a lock-up restriction with respect to _________ Common Shares (as subject to adjustment hereunderthe Company’s common shares held by [certain officers, directors or other security holders] [an officer, director or security holder] of the “Warrant Shares”)Company. The purchase price of one Common Share under this Warrant shall [waiver] [release] will take effect on _________, 20___, and the shares may be equal to the Exercise Price, as defined in Section 2(b)sold on or after such date.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Primech Holdings Ltd. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementPacific Century Securities, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityPacific Century Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.●] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List None EXHIBIT B Form of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPPINEAPPLE FINANCIAL INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [__] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [__] Public Offering Price per Class A Firm UnitShare: $ t $[__] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[__] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option Share: $ t Underwriting Discount $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns ] EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Holder”DEFINED BELOW) is entitledTO ANYONE OTHER THAN (I) EX XXXXXX, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthDIVISION OF BENCHMARK INVESTMENTS, at any time on or after LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF EX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON SHARE PURCHASE WARRANT For the Purchase of [__] Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Pineapple Financial Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate sign in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Bone Biologics Corporation By: Name: Wxxxxxx X. Xxxxxxxx Jxxxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned: EX XXXXXX, on behalf division of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Sxx Xxxxxxxxxx Supervisory Principal SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Shares Number of Pre-Funded Warrants Number of Additional Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class ALLC Total: Class B: TOTAL: Schedule SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option WarrantsShares: t Public Offering Price per Class A Firm UnitShare: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Public Offering Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount Proceeds to Company per Share (before expenses): $ Proceeds to Company per Option Pre-Funded Warrant: Share (before expenses): $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx ● Jxxxxxx Xxxxxxx ● Dxxxx X. Xxxxx ● Dxx X. Xxxxxx ● Bxxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx● Exxxx Xxxxxx ● Sxxxxxxx Angle SCHEDULE 4 Testing-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director the-Waters Communications SCHEDULE 5 Significant Subsidiaries Exhibit A Form of Pre-Funded Warrant Certificate PREExhibit B Form of Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Up Agreement ANNEX A

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPAPPLIED UV, INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxx Xxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Units to be Purchased Number Purchase Price of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Units Underwriters Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Units: t [●] ● Number of Class A Units containing Firm Units t Shares (“Common Units”) [●] ● Number of Class B Firm Units t containing Pre-funded Warrants (“Pre-funded Units”) [●] Number of Option Shares and/or Shares: [●] Number of Option Pre-Funded funded Warrants: t [●] Number of Option Warrants: t [●] Public Offering Price per Class A Firm Common Unit: $ t [●] Public Offering Price per Class B Firm Pre-funded Unit: $ t [●] Exercise Price per Pre-Funded Warrant: $ t 0.001 Exercise Price per WarrantSeries A Warrant per whole share: $ t [●] Exercise Price per Series B Warrant per whole share: $ [●] Underwriting Discount per Common Unit: $ [●] Underwriting Discount per Pre-funded Unit: $ [●] Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $ t [●] Purchase Price per Option Pre-Funded Warrant: $ t [●] Purchase Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 6 SCHEDULE 3 List of Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Agreement November [●] ___], [●] Issue Date: [●] ___2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT 00xx Xxxxx Xxx Xxxx, XX 00000 The undersigned understands that Aegis Capital Corp., the underwriter, (the “WarrantUnderwriter”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Applied UV, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Inc., a British Columbia corporation company formed under the laws of Nevada (the “Company”), up to ______ Common Shares providing for the offering (as subject to adjustment hereunder, the “Warrant SharesOffering”) by the Company of an aggregate of [●] units (the “Units”). The , each consisting of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase price one share of common stock, (ii) one-tenth of a Series A warrant to purchase one share of Common Share under this Warrant shall be equal Stock, and (iii) one-tenth of a Series B warrant to the Exercise Price, as defined in Section 2(b)purchase one share of Common Stock.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPADVANCED INHALATION THERAPIES (AIT) LTD. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementJXXXXX XXXXXX & CO., Inc. LLC. By: Name: Exxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityJxxxxx Xxxxxx & Co., a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [•] Number of Option Shares and/or Units: [•] Number of Option Pre-Funded WarrantsShares: t [•] Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t $[•] Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $[•] Proceeds to Company per Unit (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.To Come] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer Mor Research Application Ltd. Dxxxx Xxxxxxxxx Yxxxxx Av-Gxx Xxxx Axxxxx Xxxx and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Axx Raved Exxxxxx Xxxxxxxxx Rxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Racheli Vizman Ifat Tal

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Selling Shareholder, and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. FENBO HOLDINGS LIMITED By: Name: Wxxxxxx X. Xxxxxxxx Lx Xxx Lxx Xxxxx Title: President and Chief Executive Officer and Chairman SELLING SHAREHOLDER By: Name: Lx Xxx Xxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Sxx Xxxxxxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Supervisory Principal SCHEDULE 1-A Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 1-B Selling Shareholder Number of Firm Shares Lx Xxx Xxxxx TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.__] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of PreLock-Funded Warrant Certificate PREUp Agreement Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] _Up Agreement __, [●] Issue Date2023 EX XXXXXX, division of Benchmark Investments, LLC as Representative of the Underwriters 500 Xxxxxxx Xxxxxx, 00xx Xxxxx New York, New York 10022 Ladies and Gentlemen: [●] ___The undersigned understands that EX Xxxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT division of Benchmark Investments, LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with Fenbo Holdings Limited., a British Columbia Cayman Islands corporation (the “Company”), up to ______ Common Shares and Lx Xxx Xxxxx (as subject to adjustment hereunder, the “Warrant Selling Shareholder”) providing for the public offering (the “Public Offering”) of ordinary shares, par value $0.0001 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, BRIACELL THERAPEUTICS CORPGUARDION HEALTH SCIENCES, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Accepted by the Representatives, acting for themselves and as Representatives of the Underwriters named on Schedule 2 hereto, as of the date first above written: MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking WALLACHBETH CAPITAL, LLC By: Name: Dxxxxx Xxxxx Title: Chief Compliance Officer Underwriting Agreement 38 SCHEDULE 1 Schedule 1 of Underwriters Underwriter Total Number of Firm Units Closing Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Total Number of Traditional Warrants to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Warrants to be Purchased if the Over-Allotment Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 is Fully Exercised Maxim Group LLC WallachBeth Capital, LLC TOTAL SCHEDULE 2 List of Lock-Up Parties Name Title Wxxxxxx Mxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Mxxx Xxxxxxxxx Dxxxx X. Xxxxx Dxxxxx X. Xxxxxxxx PresidentJxxx Xxxxxxxx Vxxxxxx X. Xxxx Lxxx Xxxxxxx Digital Grid (Hong Kong) Technology Co., Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Limited EXHIBIT A Form of Pre-Funded Warrant Certificate PRE41 EXHIBIT B Form of Traditional Warrant 42 EXHIBIT C Form of Representatives’ Warrant EXHIBIT D Form of Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Up Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Stran & Company, Inc. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxxx Shape Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Additional Option Securities Units to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, LLC [●] [●] US Tiger Securities, Inc. Class A: Class B: TOTAL: Schedule [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [__] Number of Option Shares and/or Option Pre-Funded WarrantsUnits: t Number of Option Warrants: t [__] Public Offering Price per Class A Firm Unit: $ t $[__] Public Offering Price per Class B Option Unit: $[__] Underwriting Discount per Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option ShareUnit: $ t Underwriting Discount $[__] Proceeds to Company per Firm Unit (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Unit (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns ] EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Holder”DEFINED BELOW) is entitledTO ANYONE OTHER THAN (I) XX XXXXXX, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthDIVISION OF BENCHMARK INVESTMENTS, at any time on or after LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [__] Shares of Common Shares (as subject to adjustment hereunderStock of Stran & Company, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPATHERONOVA INC. By: /s/ Name: Wxxxxxx X. Xxxxxxxx Txxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Securities to be Purchased Number of Option Additional Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial ManagementFirm Shares Firm Warrants Additional Shares Additional Warrants Aegis Capital Corp Mxxxxxxx Capital , Inc. Class A: Class B: TOTAL: Schedule SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Warrants: Number of Class B Firm Units t Additional Shares: Number of Option Shares and/or Option Pre-Funded Additional Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm UnitShare: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Txxxxx Xxxxxxx Mxxx Xxxxxxxx PresidentBxxxx Xxxxxx Cxxxx Xxxxx Gxxx Xxxxxxx Axxxxxxxx Xxxxxxxx Pxxx XxXxxxx Jxxxx Xxxxx Fxxx Xxxxx Europa International, Chief Executive Officer and Director Gxxx Inc. ACT Capital Management LLLP Axxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Cxxxx Xxxxxxxxxxxx OOO CardioNova EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, [●] Issue Date: [●] ___, 20___ OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Stock of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).AtheroNova Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. WING YIP FOOD HOLDINGS GROUP LIMITED By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. XX XXXXXX LLC By: Name: Title: BriaCell Therapeutics Corp. [Signature Page] Wing Yip Food Holdings Group Limited – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule XX Xxxxxx LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule None SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPMARPAI, INC. By: /s/ Exxxxxx Xxxxxxxx Name: Wxxxxxx X. Exxxxxx Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: BriaCell Therapeutics Corp. Managing Director, Head of Equity Syndicate Marpai Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC. 6,250,000 937,500 TOTAL 6,250,000 937,500 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 6,250,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 937,500 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $4.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.28 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $0.04 Proceeds to Company per Share (before expenses): $3.72 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Free writing prospectus filed with the Commission on September 23, 2021. Free writing prospectus filed with the Commission on October 25, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Officers, Directors and Affiliates: Name Title Wxxxxxx X. Position Exxxxxx Xxxxxxxx President, Chief Executive Officer Officer, Secretary and Director Gxxx Xxxxx Yxxxx Xxxxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Rxxxxx Xxxxx Chief Operating Officer Axxxxx Xxxxx, XX Chief Revenue Officer Axxxx Xxxx President (Marpai Labs) Yxxxx Xxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Dxxxxx Xxxxxxxxx Director Rxxxxxx Gxxxx Xxxxxx( Director Nominee Jxxx Xxxxxxxx Luca Director Nominee Vxxxxxx Xxxx Director Nominee Cxxxxxx Xxxxxxx XxXxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Nominee Other Stockholders: All Holders of Common Stock and Holders of Securities Convertible into or exercisable or Exchangeable for Common Stock EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO APRIL 24, 2022. VOID AFTER 5:00 P.M., EASTERN TIME, October 26, 2026. WARRANT TO PURCHASE COMMON STOCK MARPAI, INC. Warrant Shares: _______ Initial Exercise Date: [●] ___April 24, [●] Issue Date: [●] ___, 20___ 2022 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________April 24, 20___ 2022 which is six months from the Effective Date (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(a), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.MARPAI, INC., a British Columbia Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of class A common stock, par value $0.0001 per share, of the Company (the “Common Shares (Stock”), as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPLQR HOUSE INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxxx Xxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule 2LLC [●] [●] TOTAL [●] [●] SCHEDULE 2 Reserved. SCHEDULE 3-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance $[●] Proceeds to Company per Firm Unit: $ t Schedule 2Share (before expenses): $[●] SCHEDULE 3-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit 35 EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___BY ITS ACCEPTANCE HEREOF, [●] Issue Date: [●] ___AGREES THAT IT WILL NOT SELL, 20___ TRANSFER OR ASSIGN THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) XX XXXXXX, for value receivedDIVISION OF BENCHMARK INVESTMENTS, _____________ or its assigns LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (the “Holder”II) is entitledA BONA FIDE OFFICER OR PARTNER OF XX XXXXXX, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthDIVISION OF BENCHMARK INVESTMENTS, at any time on or after LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [____] Shares of Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Stock of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)LQR HOUSE INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, BRIACELL THERAPEUTICS CORPINSPIRA TECHNOLOGIES OXY B.H.N. LTD. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class AAegis Capital Corp. Units:_______ Pre-funded Units:_______ _______ Total: Class B: TOTAL: Schedule SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Pre-funded Firm Units t Number of Option Shares and/or Option Pre-Funded funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Pre-funded Firm Unit: $ t Exercise Price per Pre-Funded funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Pre-funded Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 34 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman (including all affiliates of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”persons named below) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).36

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPCHINA COMMERCIAL CREDIT, INC. By: Name: Wxxxxxx X. Xxxxxxxx Huichun Qin Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 2 hereto: THINKEQUITY A Division of Fordham Financial ManagementAXIOM CAPITAL MANAGEMENT, Inc. INC. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter SCHEDULE 1-A Subsidiaries CCC International Investment Ltd. CCC International Investment Holding Ltd. Wujiang Luxiang Information Technology Consulting Co. Ltd. Pride Financial Leasing (Suzhou) Co. Ltd SCHEDULE 1-B VIE Wujiang Luxiang Rural Microcredit Co. Ltd. SCHEDULE 2 Underwriters Total Number of Firm Units Shares to be Purchased Total Number of Option Securities Firm Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Axiom Capital Management, Inc. Class A: Class B: TOTAL: Schedule 2-A ViewTrade Securities, Inc. Newport Coast Securities SCHEDULE 3 Pricing Information Number of Firm UnitsShares: t ● [•] Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t [•] Public Offering Price per Class A Firm UnitShare (including accompanying Warrant): $[•] Number of Additional Shares: $ t Public Offering Price per Class B Firm Unit[•] Number of Additional Warrants: $ t [•] Warrant Exercise Price per Pre-Funded WarrantPrice: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses $[None.•] Schedule 2-C Written Testing-the-Waters Communications Proceeds to Company per Share (including accompanying Warrant)(before expenses): $[None.•] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●Reference is made to Exhibit [4.2] ___to the Registration Statement on Form S-1 filed on [•], [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT 2014 (the “Warrant”) certifies that, for value received, File Number 333-_____________ or its assigns (the “Holder”) of China Commercial Credit, Inc., which is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)incorporated by reference.]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTORCHLIGHT ENERGY RESOURCES, INC. By: Xxxx Xxxx Name: Wxxxxxx X. Xxxxxxxx Xxxx Xxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Xxxx Xxxx Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 3,000,000 450,000 TOTAL 3,000,000 450,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 3,000,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 450,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $0.34 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.0255 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Nonnon-accountable expense allowance per Firm UnitShare: $ t Schedule $0.0034 Proceeds to Company per Share (before expenses): $0.3111 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule Free Writing Prospectus filed on May 13, 2020. SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Xxxx Xxxx Xxxxx X. Xxxxxxxx PresidentXxxxxxx Xxxxxxx XxXxxx, Chief Executive Officer and Director Gxxx Xx. Alexandre Xxxxxxx Xxxxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Xxxxxx Xxxxxxx Xxxxx EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO NOVEMBER 20, 2020. VOID AFTER 5:00 P.M., EASTERN TIME, MAY 18, 2025. TORCHLIGHT ENERGY RESOURCES, INC. Warrant Shares: _______ Initial Exercise Date: [●] ___November 20, [●] Issue Date: [●] ___, 20___ 2020 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________November 20, 20___ 2020 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the date of the Underwriting Agreement (as defined herein) (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Torchlight Energy Resources, Inc., a British Columbia Nevada corporation (the “Company”), up to ______ shares of Common Shares Stock, $.001 par value, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPHONGLI GROUP INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxx Xxx Title: President and Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. Hongli Group Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [___] [___] TOTAL 2,500,000 375,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 2,500,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 375,000 Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.__] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] TRXADE GROUP, INC. – Underwriting Agreement If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usspace. Very truly yours, BRIACELL THERAPEUTICS CORPTRXADE GROUP, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementDxxxxx Xxxxx Securities, Inc. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial ManagementDxxxxx Xxxxx Securities, Inc. Class A[●] [●] Total: Class B: TOTAL: Schedule 2-A [●] [●] SCHEDULE 2 Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $[●] (8% per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-Share) EXHIBIT B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List Form of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Agreement

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPELTEK LTD. By: /s/ ELTEK LTD. Name: Wxxxxxx X. Xxxxxxxx Xxx Xxxxx, Xxx Xxxxxx Title: President and Chief Executive Officer CEO, CFO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking [ELTEK – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC 625,000 0 TOTAL 625,000 0 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 625,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 0 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $16.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.96 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $15.04 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule . Sch. 2 - 2 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . Sch. 2 - 3 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx PresidentOfficers and Directors and Affiliates: 1. Xxxxxxx Nissan 2. Xxxxxxxxx Xxxxxxxxxxx 3. Xxxxx Xxxxxx 4. Xxxx Xxxxxxx 5. Gad Dovev 6. Xxxxx Xxxxx 7. Xxxxxxx Xxxxx-Tzemach 8. Xxx Xxxxx 9. Xxx Xxxxxx 10. Oriel Sallary 11. Xxxxxx Xxxxxx 12. Xxxxxxx Xxxxxx 13. Xxxx Xxxxxx Sch. 3 - 1 EXHIBIT A Lock-Up Agreement [•], Chief Executive Officer and Director Gxxx 2024 ThinkEquity LLC 00 Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman Xxxxxx, 41st Floor New York, NY 10004 As Representative of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Sharesseveral Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT The undersigned understands that ThinkEquity LLC (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Eltek Ltd., upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia an Israeli corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of ordinary shares, par value NIS 3.00per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-non- compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTHE ALKALINE WATER COMPANY INC. By: /s/ Xxxxxxx Xxxxxx Name: Wxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 heretoabove: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer Underwriter SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division Aegis Capital Corp. 8,333,334 1,250,000 Number of Fordham Financial Management, Inc. Class AFirm Shares: Class B8,333,334 Number of Additional Shares: TOTAL1,250,000 Public Offering Price per Share: Schedule $0.60 Underwriting Discount per Share: $0.048 SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule None Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer List of officers and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxxdirectors executing lock-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit up agreements EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Up Agreement EXHIBIT B Form of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Press Release EXHIBIT C

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPADVANCED INHALATION THERAPIES (AIT) LTD. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementJXXXXX XXXXXX & CO., Inc. LLC. By: Name: Exxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking/Underwritings [ISSUER] – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityJxxxxx Xxxxxx & Co., a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [•] Number of Option Shares and/or Units: [•] Number of Option Pre-Funded WarrantsShares: t [•] Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t $[•] Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $[•] Proceeds to Company per Unit (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Free Writing Prospectus dated January 11, 2016 to Preliminary Prospectus dated January 11, 2016 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer Mor Research Application Ltd. Dxxxx Xxxxxxxxx Yxxxxx Av-Gxx Xxxx Axxxxx Xxxx and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Axx Raved Exxxxxx Xxxxxxxxx Rxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Racheli Vizman Ifat Tal

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPIMAC HOLDINGS, INC. By: Name: Wxxxxxx Jxxxxxx X. Xxxxxxxx Xxxxx Title: President and Chief Executive Officer SELLING STOCKHOLDER: Name: Mxxxxxx X. Xxxxxx, DC Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division KINGSWOOD CAPITAL MARKETS, division of Fordham Financial ManagementBenchmark Investments, Inc. By: Name: Sxx Xxxxxxxxxx Title: BriaCell Therapeutics Corp. Supervisory Principal IMAC Holdings – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityKingswood Capital Markets, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule 2[●] [●] TOTAL [●] [●] SCHEDULE 2 Selling Stockholder Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised Mxxxxxx X. Xxxxxx, DC [●] [●] TOTAL [●] [●] SCHEDULE 3-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2Share (before expenses): $[●] SCHEDULE 3-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2. SCHEDULE 3-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance compliance, or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance compliance, or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance compliance, or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPAPPLIED UV, INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxx Xxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Units to be Purchased Number Purchase Price of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Units Underwriters Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm Units: t [●] ● Number of Class A Units containing Firm Units t Shares (“Common Units”) [●] ● Number of Class B Firm Units t containing Pre-funded Warrants (“Pre-funded Units”) [●] Number of Option Shares and/or Shares: [●] Number of Option Pre-Funded funded Warrants: t [●] Number of Option Warrants: t [●] Public Offering Price per Class A Firm Common Unit: $ t [●] Public Offering Price per Class B Firm Pre-funded Unit: $ t [●] Exercise Price per Pre-Funded Warrant: $ t 0.001 Exercise Price per WarrantWarrant per whole share: $ t [●] Underwriting Discount per Common Unit: $ [●] Underwriting Discount per Pre-funded Unit: $ [●] Non-accountable expense allowance per Common Unit and per Pre-funded Unit: $ [●] Purchase Price per Option Share: $ t [●] Purchase Price per Option Pre-Funded Warrant: $ t [●] Purchase Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule [●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 6 SCHEDULE 3 List of Xxx Xxxx The Xxxx Family 2020 Irrevocable Trust Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Agreement October [●] ___], [●] Issue Date: [●] ___2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT 00xx Xxxxx Xxx Xxxx, XX 00000 The undersigned understands that Aegis Capital Corp., the underwriter, (the “WarrantUnderwriter”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Applied UV, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Inc., a British Columbia corporation company formed under the laws of Nevada (the “Company”), up to ______ Common Shares providing for the offering (as subject to adjustment hereunderthe “Offering”) by the Company of an aggregate of [●] units (the “Units”), each consisting of (i) one share of the Company’s common stock (each, a “Firm Share” and collectively, the “Warrant Firm Shares”). The , par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase price one share of common stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) and (ii) a common warrant to purchase one share of Common Share under this Warrant shall be equal to Stock (each, a “Common Warrant”, and collectively, the Exercise Price, as defined in Section 2(b“Common Warrants”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPHEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Wxxxxxx X. Xxxxxxxx Jxxxxxx Xxxx Title: President and Chief Executive Officer Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking [SIGNATURE PAGE] HEAT BIOLOGICS, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Pre-Funded Warrants to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityby the Representative Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative A.G.P./Alliance Global Partners 2,700,000 8,550,000 5,625,000 1,687,500 843,750 CIM Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC 300,000 950,000 625,000 187,500 93,750 TOTAL 3,000,000 9,500,000 6,250,000 1,875,000 937,500 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● 3,000,000 Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t 9,500,000 Number of Firm Warrants: 6,250,000 Number of Option Shares: 1,875,000 Number of Option Warrants: t 937,500 Public Offering Price per Class A Firm UnitShare: $ t $1.44 Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise $1.43 Public Offering Price per Firm Warrant: $ t Price $0.01 Firm Warrant Exercise Price: $1.584 Underwriting Discount per Option Firm Share: $ t Price $0.1008 Underwriting Discount per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $0.1001 Underwriting Discount per Class A Firm UnitWarrant: $ t Underwriting Discount $0.0007 Proceeds to Company per Class B Firm Unit: $ t Underwriting Discount Share (before expenses): $1.3392 Proceeds to Company per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance Warrant (before expenses): $1.3299 Proceeds to Company per Firm Unit: $ t Schedule Warrant (before expenses): $0.0093 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule Issuer General Use Free Writing Prospectus filed with the Commission on April 20, 2018. SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx PresidentJxxxxxx Xxxx Jxxx Xxxxxxxx, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit One Holdings VI, LLC EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant SharesUp Agreement [·], 2018 Alliance Global Partners 500 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___The undersigned understands that A.G.P./Alliance Global Partners, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT as Representative of the several underwriters (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Heat Biologics, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Inc., a British Columbia Delaware corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPDOCUMENT SECURITY SYSTEMS, INC. By: Name: Wxxxxxx Fxxxx X. Xxxxxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Rxxxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. 1,028,800 154,320 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● 1,028,800 Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsAdditional Shares: t Number of Option Warrants: t 154,320 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $6.25 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.4375 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $5.8125 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule None SCHEDULE 3 List of Lock-Up Parties Name Title List of officers and directors executing lock-up agreements ● Heng Fai Axxxxxx Xxxx ● Fxxxx X. Xxxxxxx ● Jxxx Xxxxxxxx ● Sassuan Lxx ● Jxxx Xxxxxx ● Lo Wah Wai ● Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xx ● Jxxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Up Agreement _____________ or its assigns , 2020 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “HolderRepresentative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Document Security Systems Inc., a New York corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.02 per share, of the Company (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting Agreement and ending forty five (45) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is entitledto be settled by delivery of Lock-Up Securities, upon in cash or otherwise; (3) make any demand for or exercise any right with respect to the terms registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the limitations conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c), (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Shares or any securities convertible into Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) a transfer or disposition of Lock-Up Securities pursuant to an existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (a “10b5-1 Plan”) or the establishment of a new 10b5-1 Plan for the transfer of Lock-Up Securities, provided that (i) any such new 10b5-1 Plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the conditions hereinafter set forthextent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such new 10b5-1 Plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a 10b5-1 Plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or a sale of 100% of the Company’s outstanding Shares. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by July 31, 2020, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on or after a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT B Form of Press Release Document Security Systems Inc. [Date] Document Security Systems, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___ (_, and the “Initial Exercise Date”) shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and until this Warrant is exercised such securities may not be offered or sold in full (the “Termination Date”) but not thereafter, to subscribe for and purchase United States absent registration or an exemption from BriaCell Therapeutics Corp., a British Columbia corporation (registration under the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Securities Act of one Common Share under this Warrant shall be equal to the Exercise Price1933, as defined in Section 2(b).amended. EXHIBIT C

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPACURX PHARMACEUTICALS, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: Dxxxx Xxxx President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityAlexander Capital, a division of Fordham Financial ManagementL.P. WallachBeth Capital, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[●] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Directors & Officers: Dxxxx X. Xxxx Rxxxxx X. XxXxxxxx Rxxxxx X. Xxxxxx Cxxx X. Xxxxxx Txxxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Jxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxxxxx Jxxx X. Xxxx Director Cxxxxxx Jxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant SharesStockholders: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).EXHIBIT A

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usus as of the date first above written. Very truly yours, BRIACELL THERAPEUTICS CORP. TC BIOPHARM (HOLDINGS) PLC By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares and Firm Warrants to be Purchased Number of Additional Option Securities Shares and Option Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [__] Number of Class A Firm Units t ● Number of Class B Firm Units t Warrants: [__] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t [__] Number of Option Warrants: t [__] Public Offering Price per Class A Firm UnitSecurity: $ t $[__] Public Offering Price per Class B Firm UnitOption Security: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[__] Underwriting Discount per Class A Firm UnitSecurity: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option ShareSecurity: $ t Underwriting Discount $[__] Proceeds to Company per Firm Security (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Security (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPNORTHWEST BIOTHERAPEUTICS, INC. By: :_____________________________________ Name: Wxxxxxx Lxxxx X. Xxxxxxxx Xxxxxx Title: President and Chief Executive Officer officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS AEGIS CAPITAL CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after By:________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to _____________ Name: Title: NORTHWEST BIOTHERAPEUTICS, INC. – Underwriting Agreement SCHEDULE 1 Underwriter Total Number of Firm Securities to be Purchased Aegis Capital Corp. TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm Securities: [•] Number of shares of Common Stock underlying the Firm Securities: [•] Number of Warrants underlying the Firm Securities: [•] Number of Additional Securities: [•] Number of shares of Common Stock underlying the Additional Securities: [•] Number of Warrants underlying the Additional Securities: [•] Warrant exercise price: [•] Public Offering Price per Security: $[•] Underwriting Discount per Security: $[•] Underwriting Non-accountable expense allowance per Security: $[•] Proceeds to Company per Security (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Sch. 3-1 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 2013 [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares (as subject to adjustment hereunderof Common Stock of NORTHWEST BIOTHERAPEUTICS, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Eastside Distilling, Inc. By: Name: Wxxxxxx Gxxxxx X. Xxxxxxxx Xxxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division RXXX CAPITAL PARTNERS, LLC By: Name: Axxxx X. Xxxxxxxx Title: Head of Fordham Financial Management, Inc. Equity Capital Markets AEGIS CAPITAL CORP. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityRxxx Capital Partners, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC Aegis Capital Corp. TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 1,200,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t 180,000 Number of Option Warrants: t 180,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price $[____] Underwriting Discount per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[____] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule [$______] Allocated Offering Price per Warrant: [$____] Underwriting Discount per Warrant: [$___] Proceeds to Company per Unit (including non-accountable expense but before expenses): [$___] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of PreRepresentative’s Warrant Agreement EXHIBIT B Form of Lock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Up Agreement [●] ___], [●] Issue Date2017 Rxxx Capital Partners, LLC 800 Xxx Xxxxxxxx Xxxxxxx Xxxxx, XX 00000 and Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: [●] ___The undersigned understands that Rxxx Capital Partners, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT LLC, as representative, joint lead underwriter, and joint bookrunner (the “WarrantRepresentative”) certifies that), for value receivedand Aegis Capital Corp., _____________ or its assigns as joint lead underwriter and joint bookrunner, propose to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Eastside Distilling, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Inc., a British Columbia Nevada corporation (the “Company”), up to ______ Common Shares providing for the public offering of units consisting of one share of common stock, par value $0.0001 per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The ) and one warrant to purchase price one share of one Common Share under this Warrant shall be equal to common stock, par value $0.0001 per share, of the Exercise Price, as defined in Section 2(bCompany (the “Public Offering”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPSHUTTLE PHARMACEUTICALS HOLDINGS, INC. By: Name: Wxxxxxx X. Xxxxxxxx Axxxxxx Xxxxxxxxxx, M.D. Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementBOUSTEAD SECURITIES, Inc. LLC By: Name: Kxxxx Xxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityBoustead Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 1,660,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $_____ Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $____ Non-Accountable Expense Allowance per Firm Unit: $____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List 35 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Forms of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Agreements

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, BRIACELL THERAPEUTICS CORP. Electrameccanica Vehicles Corp. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Title: BriaCell Therapeutics [Signature Page] Electrameccanica Vehicles Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased at 93% of the Public Offering Price per Firm Unit Total Number of Firm Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit Number of Option Securities Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over-Over- Allotment Option is Fully Exercised Number of Option Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised The Benchmark Company, LLC ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Cxxxxxx & Co., LLC Total SCHEDULE 2 Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit [TO COME] EXHIBIT A Form of PreRepresentative’s Warrant Agreement [TO COME] EXHIBIT B Form of Lock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Up Agreement [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).TO COME]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. OASMIA PHARMACEUTICAL AB By: Name: Wxxxxxx X. Xxxxxxxx Jxxxxx Xxxxxxx Title: President and Chief Executive Officer Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LADENBURG TXXXXXXX & CO. INC. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units ADSs to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Securities ADSs to be Purchased if the Over-Allotment allotment Option is Fully Exercised ThinkEquity, a division Number of Fordham Financial Management, Option Warrants to be Purchased if the Over-allotment Option is Fully Exercised Ladenburg Txxxxxxx & Co. Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. [ = ] TOTAL SCHEDULE 2-A Pricing Information PRICING INFORMATION Number of Firm UnitsADSs: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded ADSs: Public Offering Price per ADS: $ Underwriting Discount per ADS: $ Number of Firm Warrants: t Number of Option Warrants: t Warrant Exercise Price: Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded ADS Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $0.01 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses ISSUER GENERAL USE FREE WRITING PROSPECTUSES To the extent not deemed a “bona fide electronic road show” under Rule 433 of the Securities Act, the “Corporate Presentation – August 2015” filed as a free writing prospectus with the Commission on August 14, 2015, the “Corporate Presentation – September 2015” filed as a free writing prospectus with the Commission on September 15, 2015, and the “Corporate Presentation – September 2015” filed as a free writing prospectus with the Commission on September 28, 2015. SCHEDULE 3 PERMITTED TESTING-THE-WATERS COMMUNICATIONS None. SCHEDULE 4 LIST OF LOCK-UP PARTIES Alceco International S.A. Nexttobe AB Jxxxxx Xxxxxxx Bx Xxxxxxxxxxx Hxxx Xxxxxx Mxxxxx Xxx Jxxx Xxxxx Axxxxx Lxxxxx Xxxxxxxxx Exxxxxxx Xxxxxxx Xxxxxxxxx Axxxxx Xxxx Hxxxx Xxxxxx Axxxxxxxx Xxxxxxxx Hxxx Xxxxxxxxx Lxxx Xxxxxxxxx Exhibit A FORM OF ADS WARRANT AGENT AGREEMENT [NoneTo be attached.] Schedule 2-C Written Testing-the-Waters Communications Exhibit B FORM OF REPRESENTATIVE’S WARRANT AGREEMENT [NoneTo be attached.] Schedule 3 List of LockExhibit C FORM OF ADS STOCK LENDING AGREEMENT [To be attached.] Exhibit D FORM OF DEPOSIT AGREEMENT [To be attached.] Ex. D Exhibit E FORM OF LOCK-Up Parties Name Title Wxxxxxx X. Xxxxxxxx PresidentUP AGREEMENT , Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman 2015 Ladenburg Txxxxxxx & Co. Inc. 500 Xxxxxxxxx Xxxxxx 11th Floor New York, NY 10022 As Representative of the Board Several Underwriters Re: Initial Public Offering in the United States of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form Oasmia Pharmaceutical AB Ladies and Gentlemen: The undersigned, an officer, director or holder of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant ordinary shares, par value SEK 0.10 per share (“Ordinary Shares: _______ Initial Exercise Date: [●] ___”), [●] Issue Date: [●] ___or rights to acquire Ordinary Shares, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation of Oasmia Pharmaceutical AB (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), up to ______ Common of Ordinary Shares of the Company, represented by American Depositary Shares (the “Securities”) pursuant to a registration statement on Form F-1 (as subject to adjustment hereunderamended, the “Warrant SharesRegistration Statement”) filed with the Securities and Exchange Commission (the “SEC”). The purchase price Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending one Common Share under this Warrant shall be equal hundred eighty (180) days (the “Lock-Up Period”) after the date of the final prospectus relating to the Exercise PriceOffering (the “Prospectus”), directly or indirectly: (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (each a “Relevant Security”) owned either of record or beneficially or may be deemed to be beneficially owned (as defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired, or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Relevant Security, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or (3) sell, agree to sell, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of the Relevant Security, or (4) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 2(b).16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (5) make any demand for or exercise any right with respect to, the registration of any Relevant Security, or (6) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration, or (7) publicly announce an intention to do any of the foregoing. The restrictions in the immediately preceding paragraph shall not apply to:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPBRIDGELINE DIGITAL, INC. By: __________________________ Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY THINKEQUITY, A Division of Fordham Financial Management, Inc. By: Name: Exxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[●] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Nonnon-accountable expense allowance per Firm UnitShare: $ t $[●] Proceeds to Company per Share (before expenses): $[●] The Company shall be credited by an amount equal to 50% of the underwriting discount and non-accountable expense allowance at Closing for sale of Shares to investors listed on Schedule A annexed hereto; which shall reduce the aggregate Underwriting Discount and Underwriting non-accountable expense allowance. SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule Free writing prospectus filed with the SEC on [ ], 2018 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit SCHEDULE A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Company Investors:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPSACKS PARENTE GOLF COMPANY, INC. By: Name: Wxxxxxx X. Txx Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Mxxxxxx Xxxxxx Title: BriaCell Therapeutics Corp. Managing Director, Head of Equity Capital Markets Sacks Parente Golf, Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityThe Benchmark Company, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC . TOTAL Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . Sch. 2-3 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPHONGLI GROUP INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxx Xxx Title: President and Chief Executive Officer and Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. Hongli Group Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [___] [___] TOTAL [___] [___] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [__] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [__] Public Offering Price per Class A Firm UnitShare: $ t $[__] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[__] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option Share: $ t Underwriting Discount $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.__] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. GARDEN STAGE LIMITED By: /s/ Xxx Xxx Xxxxxxx, XXXX Name: Wxxxxxx X. Xxxxxxxx Xxx Xxx Xxxxxxx, XXXX Title: President and Chief Executive Officer Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. REVERE SECURITIES LLC By: /s/ Xxxxxxx Xxx Name: Xxxxxxx Xxx Title: BriaCell Therapeutics Corp. Senior Managing Director GARDEN STAGE LIMITED. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Revere Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial ManagementLLC 1,000,000 X. X. Xxxxxxxx & Co., Inc. Class A: Class B: TOTAL: Schedule 1,000,000 Dominari Securities LLC 500,000 TOTAL 2,500,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 2,500,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 0 Public Offering Price per Class A Firm UnitShare: $ t $4.00 Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t N/A Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $0.29 Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t N/A Non-accountable expense allowance Expense Allowance per Firm UnitShare: $ t Schedule $0.04 Non-accountable Expense Allowance per Option Share: N/A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx PresidentLocked-up Parties Ordinary Shares Beneficially Owned Lock-Up Period Xxx Xx, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. XXXX (1)(2) 11,000,000 180 days Xxx Xxx Xxxxxxx, XXXX (1)(2) 11,000,000 180 days Xxxx Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx , XXXX(1)(2) 11,000,000 180 days Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___Xxx Xxxxxx, [●] Issue Date: [●] ___WU 0 180 days Xxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT XXXX 0 180 days B Xxx Xxxxx, XXX 0 180 days Kit Wa, TO 0 180 days Oriental Moon Tree Limited (the “Warrant”1)(2) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).11,000,000 180 days

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Trio Petroleum Corp. By: Name: Wxxxxxx Fxxxx X. Xxxxxxxx Xxxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementSpartan Capital Securities, Inc. LLC By: Name: Jxxxx Xxxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquitySpartan Capital Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule Proceeds to Company per Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Fxxxx X. Xxxxxxxx PresidentXxxxxxxxxx Txxxx Xxxxxxx Sxxxx Xxxxxx Sxxx Xxxxxxx Gxxx Xxxxxxxxxxx Cxxxxx Xxx Jxxx Xxxxxxx Txxxxx X. Xxxxxxx Rxxxx Xxxx Theseus Capital Ltd. Naia Ventures, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. XxxxxLLC Dxxxxxx Vaniekebelt Rxxx Gencap Fund I LLC Primal Nutrition, Inc. EXHIBIT A Representative’s Warrant Agreement EXHIBIT B Lock-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____Up Agreement ____________, 20___ 2022 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 40 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (the “Initial Exercise DateRepresentative”) and until this Warrant is exercised in full proposes to enter into an Underwriting Agreement (the “Termination DateUnderwriting Agreement”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics with Trio Petroleum Corp., a British Columbia Delaware corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant SharesPublic Offering”) of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or “Securities”). The purchase price of one Common Share under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth for them in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPACURX PHARMACEUTICALS, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: Dxxxx Xxxx President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementALEXANDER CAPITAL, Inc. L.P. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Jxxxxxxx Xxxxxx Managing Director SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityAlexander Capital, a division of Fordham L.P. Network 1 Financial ManagementSecurities, Inc. Class A: Class B: TOTAL: Schedule TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[●] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Directors & Officers: Dxxxx X. Xxxx Rxxxxx X. XxXxxxxx Rxxxxx X. Xxxxxx Cxxx X. Xxxxxx Txxxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Jxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxxxxx Jxxx X. Xxxx Director Cxxxxxx Jxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant SharesStockholders: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).EXHIBIT A

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPRXXXXXXXX.XXX GROUP, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after :________________, 20_________ Name: Exxx Xxxx Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself and as Representative of the several Underwriters, if any named on Schedule 1 hereto: JXXXXX XXXXXX & CO. LLC By:_______________________ Sxxxxxx X. Xxxxx President SCHEDULE 1 Underwriter Total Number of Firm Securities to be Purchased Number of Option Securities to be Purchased if Over-Allotment Option is Fully Exercised Number of Firm Units Number of Option Shares Number of Option Warrants Jxxxxx Xxxxxx & Co., LLC 2,400,000 360,000 360,000 Totals SCHEDULE 2-A Pricing Information Number of Firm Units: 2,400,000 Number of Option Shares: 360,000 Number of Option Warrants: 360,000 Public Offering Price per Firm Unit: $5.00 Public Offering Price per Option Share $4.99 Public Offering Price per Option Warrant: $0.01 Underwriting Discount per Firm Unit: $0.35 Underwriting Discount per Option Share: $0.3493 Underwriting Discount per Option Warrant: $0.0007 Proceeds to Company per Firm Unit (before expenses and credit): $4.65 Proceeds to Company per Option Share (before expenses and credit): $4.6407 Proceeds to Company per Option Warrant (before expenses and credit): $0.0093 Underwriting non-accountable expense allowance per Firm Unit: $0.05 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 List of Lock-Up Parties Officers: Mxxxx Xxxxxxxx Jxxx Xxxxxxx Exxx Xxxx Axxxxx Xxxxxx Rxxx Xxxxxxx Directors: Txxxxxx X’Xxxxxx Dxxxxxx Xxxx Dxxxxxx Xxxx Wxxxxxx X. Xxxx Sxxxx Xxxxxxxxx Rxxxxx Xxxxx EXHIBIT A Form of Representative’s Warrant Agreement Reference is made to Exhibit 4.8 to the “Initial Exercise Registration Statement on Form S-1 (File Number 333-249208) of the Company, which is incorporated by reference. Exhibit A EXHIBIT B Form of Lock-Up Agreement [FURNISHED SEPARATELY] US_ACTIVE--7435-7435-84.-YPHAM EXHIBIT C Form of Press Release Rxxxxxxxx.xxx Group, Inc. [Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter] Rxxxxxxxx.xxx Group, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation Inc. (the “Company”)) announced today that Jxxxxx Xxxxxx & Co., LLC, acting as representative for the underwriters in the Company’s recent public offering of the Company’s units, consisting of one share of common stock and one warrant to purchase one share of common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ Common Shares (as subject to adjustment hereundershares of the Company’s common stock held by [certain officers, directors or other security holders] [an officer, director or security holder] of the “Warrant Shares”)Company. The purchase price [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of one Common Share the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under this Warrant shall be equal to the Exercise PriceSecurities Act of 1933, as defined in Section 2(b)amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPKASPIEN HOLDINGS INC. By: Xxxxx X. Xxxxxxxx Name: Wxxxxxx Xxxxx X. Xxxxxxxx Title: President and Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. 416,600 Total 416,600 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 416,600 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $32.50 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $2.275 Proceeds to Company per Share (after deducting Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Discount): $30.225 32 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Officers and Directors Xxxxxxxx Xxxxxx W. Xxxxxxx Xxxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: Up Agreement 36 EXHIBIT B Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ Initial Exercise Date: shares of the Company’s common stock, is [●waiving] ___, [●releasing] Issue Date: [●] ___, 20___ THIS PREa lock-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or its assigns (directors] [an officer or director] of the “Holder”) is entitled, upon the terms and subject to the limitations Company. The [waiver] [release] will take effect on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (_, and the “Initial Exercise Date”) shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and until this Warrant is exercised such securities may not be offered or sold in full (the “Termination Date”) but not thereafter, to subscribe for and purchase United States absent registration or an exemption from BriaCell Therapeutics Corp., a British Columbia corporation (registration under the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Securities Act of one Common Share under this Warrant shall be equal to the Exercise Price1933, as defined in Section 2(b)amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Moving iMage Technologies, Inc. By: /s/ Xxxx Xxxxxxx Name: Wxxxxxx X. Xxxxxxxx Xxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementBoustead Securities, Inc. LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule CEO SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityBoustead Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC 4,200,000 630,000 TOTAL 4,200,000 630,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 4,200,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 630,000 Public Offering Price per Class A Firm UnitShare: $ t $3.00 Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $3.00 Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $0.27 Underwriting Discount per Option Share: $ t Underwriting Discount $0.27 Non-Accountable Expense Allowance per Firm Share: $0.06 Non-Accountable Expense Allowance per Option Pre-Funded WarrantShare: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $0.06 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Prospectuses

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPAPPLIED UV, INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxx Xxxx Title: President and Chief Executive Officer Officer, President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. above. AEGIS CAPITAL CORP. By: Name: Xxxxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter SCHEDULE OF THE UNDERWRITER Total Number of Firm Units Shares to be Purchased Purchase Price of Firm Shares Total Number of Option Securities Pre- funded Warrants to be Purchased if the OverPurchase Price of Pre-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule funded Warrants Underwriters Aegis Capital Corp. Total SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [●] Number of Class A Firm Units t ● Number of Class B Firm Units t Pre-funded Warrants: [●] Number of Option Shares and/or Shares: [●] Number of Option Pre-Funded funded Warrants: t Number of Option Warrants: t [●] Public Offering Purchase Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Share or Option Share: $ t Price $[●] per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t share Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Share or Option Share: $ t $[●] per share Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare or Option Share: $ t Schedule $[●] per share Public Purchase Price per Pre-funded Warrant or Option Pre-funded Warrant: $[●] Underwriting Discount per Pre-funded Warrant or Option Pre-funded Warrant: $[●] Underwriting Non-accountable expense allowance per Pre-funded Warrant or Option pre-Funded Warrant: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 30 SCHEDULE 3 List of Xxx Xxxx Xxx Xxxx’x spouse Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx Xxxxxx X. Hack Xxxxxx Xxxxxxx Xxxxx Xxxxx EXHIBIT A Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Agreement June [●] ___], [●] Issue Date: [●] ___2023 Aegis Capital Corp. 0000 Xxxxxx xx xxx Xxxxxxxx, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT 00xx Xxxxx New York, NY 10105 The undersigned understands that Aegis Capital Corp., the underwriter, (the “WarrantUnderwriter”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Applied UV, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Inc., a British Columbia corporation company formed under the laws of Delaware (the “Company”), up providing for the offering (the “Offering”) by the Company of the Company’s shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company, and pre-funded warrants to ______ Common Shares purchase one share of common stock at an exercise price of $0.001 per share (as subject to adjustment hereundera “Prefunded Warrant”, and collectively, the “Warrant SharesSecurities”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPBALLANTYNE STRONG, INC. By: /s/ Txxx X. Major Name: Wxxxxxx Txxx X. Xxxxxxxx Major Title: President and Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 3,290,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 3,290,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $2.30 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.161 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $2.139 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Free writing prospectus dated February 3, 2021. SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . Sch. 2-1 SCHEDULE 3 List of Lock-Up Parties Name Title Mxxx X. Xxxxxxxx Rxx X. Xxxxxxx Txxx X. Major D. Kxxx Xxxxxxxxx Lxxxx X. Xxxxxxx Wxxxxxx X. Xxxxxx Cxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Rxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Xxxxxxxx Nxxxxxxxx Xxx EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. FORM OF WARRANT TO PURCHASE COMMON STOCK BALLANTYNE STRONG, INC. Warrant Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2021 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ 2021 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Ballantyne Strong, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, par value $0.01 per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain underwriting agreement, dated as of February [●], 2021 between the Company and ThinkEquity, a division of Fordham Financial Management Inc., as representative of the underwriter(s) named therein.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Twin Vee PowerCats Co. By: Name: Wxxxxxx X. Jxxxxx Xxxxxxxx Title: President and Chief Executive Officer and President Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. TWIN VEE POWERCATS CO – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Jxxxxx Xxxxxxxx Pxxxxxx Xxxxxxxxxx Pxxxx Xxxxxx Nxxx Xxxx Sxxxxx X. Xxxxxxxx PresidentXxxxxxxxxx Dxxxx Xxxxxxx Twin Vee Powercats, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Inc Dxx Xxxxxx Director Exhibit EXHIBIT A Form of PreRepresentative’s Warrant Agreement Please see Exhibit 4.2 to this Registration Statement on Form S-1 Exhibit B Lock-Funded Warrant Certificate PREUp Agreement [•], 2021 ThinkEquity A Division of Fordham Financial Management, Inc. 10 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement referenced below Ladies and Gentlemen: The undersigned understands that ThinkEquity, a Division of Fordham Financial Management, Inc. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Twin Vee PowerCats Co., a Delaware corporation (the “Company”), providing for the [initial] public offering (the “Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending one year after the date of the Underwriting Agreement relating to the Public Offering (the “Lock-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORPUp Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Warrant [solely for Ds and Os; (there will be no exceptions for parent co.)--Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of the undersigned or a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made; (f) the receipt by the undersigned from the Company of Common Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.] [solely for Ds and Os--The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has expired.] If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer. The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by July [ ], 2021, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: EXHIBIT C Form of Press Release Twin Vee PowerCats Co. [Date] Twin Vee PowerCats Co. (the “Company”) announced today that ThinkEquity, a division of Fordham Financial Management, Inc., acting as representative for the underwriters in the Company’s recent public offering of _______ Initial Exercise Date: shares of the Company’s common stock, is [●waiving] ___, [●releasing] Issue Date: [●] ___, 20___ THIS PREa lock-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____up restriction with respect to _________ shares of the Company’s common stock held by [certain officers or its assigns (directors] [an officer or director] of the “Holder”) is entitled, upon the terms and subject to the limitations Company. The [waiver] [release] will take effect on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (_, and the “Initial Exercise Date”) shares may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and until this Warrant is exercised such securities may not be offered or sold in full (the “Termination Date”) but not thereafter, to subscribe for and purchase United States absent registration or an exemption from BriaCell Therapeutics Corp., a British Columbia corporation (registration under the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Securities Act of one Common Share under this Warrant shall be equal to the Exercise Price1933, as defined in Section 2(b)amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPISIGN SOLUTIONS INC. By: :. /s/ Xxxxxx X. Xxxxxxxx Name: Wxxxxxx Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementAXIOM CAPITAL MANAGEMENT, Inc. INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: BriaCell Therapeutics Corp. President [ISSUER] – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased Shares Total Number of Firm Warrants Total Number of Option Securities to be Purchased if the Over-Allotment Shares Total Number of Option is Fully Exercised ThinkEquity, a division of Fordham Financial Warrants Axiom Capital Management, Inc. Class A: Class B: TOTAL: Schedule Total Sch. 1-1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [•] Number of Class A Firm Units t ● Number of Class B Firm Units t Warrants [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t [•] Number of Option Warrants: t Warrants [•] Purchase Price per Option Warrant [•] Purchase Price per Option Share [•] Public Offering Price per Class A Firm Unit: $ t Share [•] Warrant Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Warrant [•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Sch. 2-C Written Testing-the-Waters Communications [None.] Schedule 1 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx Phoenix Venture Fund LLC Xxxxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. XxxxxXxxxx Sch. 3-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director 1 EXHIBIT A Warrant to Purchase Common Stock Ex. A-1 Exhibit A B Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___BY ITS ACCEPTANCE HEREOF, [●] Issue Date: [●] ___AGREES THAT IT WILL NOT SELL, 20___ TRANSFER OR ASSIGN THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AXIOM CAPITAL MANAGEMENT, for value receivedINC. OR AN UNDERWRITER OR A SELECTED DEALER PARTICIPATING IN THE OFFERING, _____________ or its assigns OR (the “Holder”II) is entitledA BONA FIDE OFFICER OR PARTNER OF AXIOM CAPITAL MANAGEMENT, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthINC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, at any time on or after IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULES. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_____] Shares of Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Stock of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).iSign Solutions Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. MAIA Biotechnology, Inc. By: /s/ Xxxx Xxxxx Name: Wxxxxxx X. Xxxxxxxx Xxxx Xxxxx Title: President and Chief Executive Officer CEO, MAIA Biotechnology, Inc. Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Fordham Financial ManagementInvestment Banking MAIA Biotechnology, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC 2,222,200 333,300 TOTAL 2,222,200 333,300 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 2,222,200 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 333,300 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Share/Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $2.25 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Share/Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t $0.15750 Non-accountable expense allowance per Firm UnitShare: $ t Schedule $0.0225 Proceeds to Company per Firm Share/Option Share (before expenses): $2.07000 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Free Writing Prospectus dated April 20, 2023 Free Writing Prospectus dated April 18, 2023 Free Writing Prospectus dated April 11, 2023 Free Writing Prospectus dated April 7, 2023 Free Writing Prospectus dated February 13, 2023 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO OCTOBER 24, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, APRIL 24, 2028. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: _______ 111,110 Initial Exercise Date: [●] ___October 24, [●] Issue Date: [●] ___, 20___ 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________October 24, 20___ 2023 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.MAIA Biotechnology, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ 111,110 shares of Common Shares Stock, par value $0.0001 per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional 16,665 Warrant Shares. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTROVAGENE, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. Accepted on the date first above written. AEGIS CAPITAL CORP., as Representative By: Name: Title: TROVAGENE, INC. – Underwriting Agreement Schedule 1 UNDERWRITING AGREEMENT SCHEDULE I Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityAegis Capital Corp. Summer Street Research Partners Xxxxx Xxxxxx, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Carret & Co. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [·] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [·] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[·] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[·] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[·] Proceeds to Company per Share (before expenses): $[·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxx Xxxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxxx R. Xxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, [●] Issue Date: [●] ___, 20___ OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS]. COMMON STOCK PURCHASE WARRANT For the “Warrant”) certifies thatPurchase of [ ] Shares of Common Stock of Trovagene, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Foremost Lithium Resource & Technology Ltd. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx Xxxxxxx Title: President and Chief Executive Officer Officer, Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. FRRSF – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Common Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Pre-funded Units: Number of Option Shares and/or Shares: Up to [•] Number of Option Pre-Funded Warrants: t Up to [•] Number of Option Warrants: t Up to [•] Public Offering Price per Class A Firm Common Unit: $ t $[•] Public Offering Price per Class B Firm Pre-funded Unit: $ t Exercise Price $[•] Underwriting Discount per Common Unit: $[•] Underwriting Discount per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Unit; $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Common Unit: $ t Schedule $[•] Underwriting Non-accountable expense allowance per Pre-funded Unit: $[•] Proceeds to Company per Common Unit (before expenses): $[•] Proceeds to Company per Pre-funded Unit (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE Exhibit B Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON SHARES Foremost Lithium Resource & Technology Ltd. Warrant Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ 2023 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Foremost Lithium Resource & Technology Ltd., a British Columbia corporation company (the “Company”), up to ______ Common Shares common shares, no par value per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Share common share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriter and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. China Xiangtai Food Co., Ltd. By: Name: Wxxxxxx X. Xxxxxxxx Zeshu Dai Title: President and Chief Executive Officer Confirmed and accepted as of the date first written above mentionedwritten: Boustead Securities, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Xxxxx Xxxxx Title: BriaCell Therapeutics Corp. Chief Executive Officer CHINA XIANGTAI FOOD CO., LTD. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Placement Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityPlaced Boustead Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Disclosure Package Number of Firm UnitsPlacement Shares for Minimum Offering: t ● 1,000,000 Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Placement Shares and/or Option Pre-Funded Warrantsfor Maximum Offering: t Number of Option Warrants: t 3,000,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $5.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.2 - $0.25 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $4.8 - $4.75 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.[ ] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.[ ] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Underwriter’s Warrant As attached. Exhibit B Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Agreement As attached.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Atlas Lithium Corporation By: Name: Wxxxxxx X. Xxxxxxxx Mxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule LLC [●] [●] TOTAL [●] [●] SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [__] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [__] Public Offering Price per Class A Firm UnitShare: $ t $[__] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[__] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[__] Underwriting Discount per Option Share: $ t Underwriting Discount $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[__] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Gxxxxxx Xxxxxxx de Axxxxx Xxxxx W. Xxxxxxx Mxxx Xxxxxxx Axxxx Xxxxxxxx da Sxxxx Xxxxxx, Geol. Jxxx xx Xxxxx Mxxxxxxx, Esq. Vxxxxxxxx Xxxxxxx, Geol. Ambassador Rxxxx Xxxxxxx Cxxxxxxxxx Xxxxx, Esq. Sxxxxxx X. Xxxxxxxx PresidentXxxxxxxx, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit CFA EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. REPRESENTATIVE’S PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. ATLAS LITHIUM CORPORATION Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] ]1 Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ the date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and until this Warrant is exercised in full on or prior to 5:00 p.m. (New York City time) on [●]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Atlas Lithium Corporation, a British Columbia Nevada corporation (the “Company”), up to ______ Common Shares [●] shares (as subject to adjustment hereunder, the “Warrant Shares”)) of Common Stock. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPPAXMEDICA, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Warrants to be Purchased Total Number of Options Shares to be Purchased Total Number of Option Securities Warrants to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityThe Benchmark Company, LLC Brookline Capital Markets, a division of Fordham Financial ManagementArcadia Securities, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [●] Number of Class A Firm Units t ● Number of Class B Firm Units t Warrants: [●] Number of Option Shares and/or Option Pre-Funded Shares: [●] Number of Options Warrants: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare and Firm Warrant: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Share and Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare/Firm Warrant: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t $[●] Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Free writing prospectus filed August 28, 2020 SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule None SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx TardiMed Sciences, LLC Xxxxxx X. Xxxxxxx Xxxxxx Xxxxxxxx PresidentXxxxxxx Xxxxx Xxxxxxx Rome Xxxxx Xxxxx, Chief Executive Officer and Director Gxxx MD Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Xxxxx Xxxxx XxXxxxxxxx Xxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx, Ph.D. Xxxxxx Director Exhibit Apple 38 EXHIBIT A Form of PreRepresentative’s Warrants 39 EXHIBIT B Form of Lock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: Up Agreement 40 EXHIBIT C Form of Press Release [COMPANY] [Date] PaxMedica, Inc. (the “Company”) announced today that The Benchmark Company, LLC, acting as representative for the underwriters in the Company’s recent public offering of _______ Initial Exercise Date: shares of common stock of the Company, are [●waiving] ___, [●releasing] Issue Date: [●] ___, 20___ THIS PREa lock-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____up restriction with respect to _________ shares of common stock of the Company held by [certain officers or its assigns (directors] [an officer or director] of the “Holder”) is entitled, upon the terms and subject to the limitations Company. The [waiver] [release] will take effect on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (_, and the “Initial Exercise Date”) shares of common stock may be sold on or after such date. This press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and until this Warrant is exercised such securities may not be offered or sold in full (the “Termination Date”) but not thereafter, to subscribe for and purchase United States absent registration or an exemption from BriaCell Therapeutics Corp., a British Columbia corporation (registration under the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price Securities Act of one Common Share under this Warrant shall be equal to the Exercise Price1933, as defined in Section 2(b)amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. ATOSSA GENETICS INC By: /s/ Kxxx Xxxx Name: Wxxxxxx X. Xxxxxxxx Kxxx Xxxx Title: President Chief Financial Officer and Chief Executive Officer General Counsel Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking [Signature Page] [COMPANY] – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. 1,150,000 172,500 TOTAL 1,150,000 172,500 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 1,150,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 172,500 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $2.50 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.175 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $0.025 Proceeds to Company per Share (before expenses): $2.30 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of PreLock-Funded Warrant Certificate PREUp Agreement FORM OF LOCK-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: ___UP AGREEMENT ____ Initial Exercise Date: [●] ___, [●] Issue Date: [●] 201_ ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, acting as representative to the several underwriters: Re: Underwriting Agreement, dated ________ ___, 20__, by and between _____ and ________________, acting as representative to the several underwriters Ladies and Gentlemen: The undersigned irrevocably agrees with the Company that, from the date hereof until ___ days following the date of the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between _____________ (the “Initial Exercise DateCompany”) and until this Warrant is exercised in full _____________ (the “Termination DateRepresentative”), acting as representative to the several underwriters (such period, the “Restriction Period” and the underwriters collectively, the “Underwriters”)), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Underwriting Agreement) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) but with respect to, any shares of common stock of the Company or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement. The Representative may consent to an early release from the Restriction Period if, in its sole and absolute discretion, the market for the Securities would not thereafterbe adversely impacted by sales and in cases of financial emergency. The restrictions contained in this letter agreement shall not apply to the Securities to be sold pursuant to the Underwriting Agreement on behalf of the undersigned, if any. Notwithstanding the foregoing, if (i) the Company issues an earnings release or material news, or a material event relating to subscribe the Company occurs, during the last 17 days of the Restriction Period, or (ii) prior to the expiration of the Restriction Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restriction Period, the restrictions imposed by this letter agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representative waives such extension. The undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Underwriter to perform under the Underwriting Agreement and that each Underwriter (which shall be a third party beneficiary of this letter agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Underwriting Agreement. This letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company, the Representative and the undersigned. This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this letter agreement, and purchase from BriaCell Therapeutics Corp.hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a British Columbia corporation copy thereof sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship between the undersigned and each Underwriter [and that each Underwriter is not entitled to cast any votes on the matters herein contemplated] and that no issuance or sale of the Securities is created or intended by virtue of this letter agreement. By its signature below, the transfer agent of the Company hereby acknowledges and agrees that, reflecting this letter agreement, it has placed an irrevocable stop transfer instruction on all Securities beneficially owned by the undersigned until the end of the Restriction Period. This letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into a similar agreement for the benefit of the Underwriters. *** SIGNATURE PAGE FOLLOWS*** This letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement. Signature Print Name Position in Company, if any Address for Notice: Number of shares of Common Stock _____________________________________________________________________________ Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities By signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement. By: Name: Title: EXHIBIT B Form of Press Release [COMPANY] [Date] [COMPANY] (the “Company”)) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to _________ Common Shares (as subject to adjustment hereunder, shares of the “Warrant Shares”)Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The purchase price [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of one Common Share the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under this Warrant shall be equal to the Exercise PriceSecurities Act of 1933, as defined in Section 2(b)amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPHEAT BIOLOGICS, INC. By: /s/ Jxxxxxx Xxxx Name: Wxxxxxx X. Xxxxxxxx Jxxxxxx Xxxx Title: President and Chief Executive Officer Chairman, CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking [SIGNATURE PAGE] HEAT BIOLOGICS, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule by the Representative Aegis Capital Corp. 5,000,000 750,000 TOTAL 5,000,000 750,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 5,000,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 750,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $0.80 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.056 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $0.744 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule . Sch. 2-C Written Testing-the-Waters Communications [None.] Schedule 1 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx PresidentJxxxxxx Xxxx Jxxx Xxxxxxxx, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx Ph.D. Axx Xxxxx, M.B.A. Jxxx Xxxxxxx, Ph.D. Exxxxx X. Xxxxx, III Jxxx K.X. Xxxxxxxxxxx, Ph.D. Aristar Capital (f/k/a Brightline Ventures III, LLC) Orion Holdings V, LLC Seed-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit One Holdings VI, LLC EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant SharesUp Agreement March [•], 2000 Xxxxx Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___The undersigned understands that Aegis Capital Corp., [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT as Representative of the several underwriters (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitledwith Heat Biologics, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Inc., a British Columbia Delaware corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) by the several Underwriters named in Schedule A to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPSHUTTLE PHARMACEUTICALS HOLDINGS, INC. By: Name: Wxxxxxx X. Xxxxxxxx Axxxxxx Xxxxxxxxxx, M.D. Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementBOUSTEAD SECURITIES, Inc. LLC By: Name: Kxxxx Xxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityBoustead Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 3,000,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $_____ Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t $____ Non-accountable expense allowance Accountable Expense Allowance per Firm UnitShare: $ t Schedule $____ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List 35 EXHIBIT A Form of Representative’s Warrant EXHIBIT B Forms of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Agreements

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPCAZADOR ACQUISITION CORPORATION LTD. By: Name: Wxxxxxx X. Xxxxxxxx Francesco Pionanetti Title: President and Co-Chief Executive Officer Confirmed as of Accepted on the date first written above mentionedwritten. RXXXXX & RXXXXXX, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 SCHEDULE I CAZADOR ACQUISITION CORPORATION LTD. 5,000,000 UNITS Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityRxxxxx & Rxxxxxx, a division of Fordham Financial ManagementLLC Chardan Capital Markets, LLC EarlyBirdCapital, Inc. Class AMacquarie Capital (USA) Inc. EXHIBIT A Form of Representative’s Purchase Option EXHIBIT B Opinion of DLA Piper LLP EXHIBIT C Opinion of Mxxxxx and Cxxxxx EXHIBIT D FORM OF TARGET BUSINESS LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Class B: TOTAL: Schedule 2Francesco Pionanetti, Co-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman Reference is made to the Final Prospectus of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Cazador Acquisition Corporation Ltd. (the “WarrantCOMPANY”) certifies that), for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______dated __________, 20___ 2010 (the “Initial Exercise DatePROSPECTUS”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of $50,000,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and until this Warrant is exercised that, except for up to a maximum of $2,000,000 of the interest earned on the amounts held in full the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “Termination DateCLAIM”) but and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not thereafterseek recourse against the Trust Fund for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT E FORM OF VENDOR LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Fxxxxxxxx Xxxxxxxxxx, Co-Chief Executive Officer Reference is made to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation the Final Prospectus of Cazador Acquisition Corporation Ltd. (the “CompanyCOMPANY”), up to dated ______ Common Shares _____, 2010 (as subject to adjustment hereunder, the “Warrant SharesPROSPECTUS”). The purchase price Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Fund, initially in an amount of one Common Share under this Warrant shall be equal $50,000,000 for the benefit of the Public Shareholders and the underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for up to a maximum of $2,000,000 of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Exercise PricePublic Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. For and in consideration of the Company engaging the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as defined a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor EXHIBIT F FORM OF DIRECTOR/OFFICER LETTER Cazador Acquisition Corporation Ltd. c/o Arco Capital Management LLC 7 Xxxxxxxx Xxxxxx 0000 Xxxxx, Xxxxxxxx Attn: Fxxxxxxxx Xxxxxxxxxx, Co-Chief Executive Officer The undersigned officer or director of Cazador Acquisition Corporation Ltd. (the “COMPANY”) hereby acknowledges that the Company has established the Trust Fund, initially in Section 2(b).an amount of $50,000,000 for the benefit of the Public Shareholders and the underwriters (the “Underwriters”) of the Company’s initial public offering (the “IPO”) and that the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event of the redemption of their shares or the liquidation of the Company; or (ii) to the Company and the Underwriters after consummation of a Business Combination. The undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund (the “CLAIM”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. Notwithstanding the foregoing, such waiver shall apply to the shares underlying the units acquired by the undersigned or any of its affiliates in the IPO and any shares subsequently acquired by the undersigned in the public market. Print Name of Officer/Director Authorized Signature of Officer/Director

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. IMMURON LIMITED By: Name: Wxxxxxx X. Xxxxxxxx Thxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementJOXXXX XXXXXX & CO., Inc. LLC. By: Name: Erxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking/Underwritings PHARMAUST – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Total Number of Firm Warrants to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquityNumber of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Joxxxx Xxxxxx & Co., a division of Fordham Financial ManagementLLC. Roxxxx & Rexxxxx WallachBeth Capital, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● [•] Number of Class A Firm Units t ● Number of Class B Firm Units t Warrants: [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t [•] Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t $[•] Public Offering Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm UnitSecurity: $ t $[•] Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitSecurities: $ t Schedule $[•] Proceeds to Company per Firm Security (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Thxxxx Xxxxxxx Jexxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Dr Dax Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Phxxxxx Xxxxx Pexxx Xxxxxxx Dr. Xxxxx Xxxxx Pexxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Daxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Stxxxxx Xxxxxxxxxx Raxx Xxxxxxxxxxx EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) JOXXXX XXXXXX & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JOXXXX XXXXXX & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE ORDINARY SHARES IMMURON LIMITED Warrant Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2017 THIS PRE-FUNDED COMMON SHARE WARRANT TO PURCHASE WARRANT ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ 2017 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Immuron Limited, a British Columbia an Australian corporation (the “Company”), up to ______ Common Shares Ordinary Shares, no par value, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPNEOSTEM, INC. By: /s/ Xxxxx X. Xxxxx Name: Wxxxxxx Xxxxx X. Xxxxxxxx Xxxxx, M.D. Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units ofFirm Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. 20,000,000 3,000,000 TOTAL 20,000,000 3,000,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 20,000,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 3,000,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $0.50 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.035 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $0.465 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. MAIA Biotechnology, Inc. By: /s/ Vlad Vitoc Name: Wxxxxxx X. Xxxxxxxx Vlad Vitoc Title: President and Chief Executive Officer CEO, MAIA Biotechnology, Inc. Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Head of Fordham Financial ManagementInvestment Banking MAIA Biotechnology, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC 2,000,000 300,000 TOTAL 2,000,000 300,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 2,000,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 300,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $5.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.3750 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $0.0500 Proceeds to Company per Share (before expenses and non-accountable expense allowance): $4.625 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule . SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO JANUARY 23, 2023. VOID AFTER 5:00 P.M., EASTERN TIME, JULY 27, 2027. WARRANT TO PURCHASE COMMON STOCK MAIA BIOTECHNOLOGY, INC. Warrant Shares: _______ 100,000 Initial Exercise Date: [●] ___January 23, [●] Issue Date: [●] ___, 20___ 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________January 23, 20___ 2023 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.MAIA Biotechnology, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ 100,000 shares of Common Shares Stock, par value $0.0001 per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. Provided, however, if the Holder exercises its over-allotment option in full, the Holder shall be entitled to receive up to an additional 15,000 Warrant Shares. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanySelling Stockholder, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTHE GLADSTONE COMPANIES, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer THE SELLING STOCKHOLDER THE GLADSTONE COMPANIES, LTD. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Xxx Xxxxxxxxxx Title: BriaCell Therapeutics Corp. Supervisory Principal THE GLADSTONE COMPANIES, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule 2LLC TOTAL SCHEDULE 2 Selling Stockholder The Gladstone Companies, Ltd. SCHEDULE 3-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t Public Offering Price per Class A Firm UnitShare: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: Proceeds to Company per Firm Share (before expenses): $ t Underwriting Discount Proceeds to Company per Option Pre-Funded Warrant: Share (before expenses): $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2SCHEDULE 3-B Issuer General Use Free Writing Prospectuses [None.[ ] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 SCHEDULE 4 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. CEL-SCI CORPORATION By: /s/ Xxxxx X. Kersten Name: Wxxxxxx Xxxxx X. Xxxxxxxx Kersten Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units ofFirm Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC 2,490,000 TOTAL 2,490,000 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 2,490,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $2.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.14 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Share (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after before expenses): $1.86 ________________, 20_______________ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None _______________________________ SCHEDULE 2-C Written Testing-the-Waters Communications None _______________________________ SCHEDULE 3 List of Lock-Up Parties Name Position Xxxxx X. Kersten, Esq. Director, Chief Executive Officer and Treasurer Xxxxxxxx X. Xxxxxxx Senior Vice President of Operations and Corporate Secretary Xxxx Xxxxx, Ph.D. Chief Scientific Officer Xxxxxx X. Xxxxxxxxx, Ph.D. Senior Vice President of Research, Cellular Immunology Xxxx Xxxxxxxx Senior Vice President of Regulatory Affairs Xxxxx X. Xxxxx, Ph.D. Director Xxxxx Xxxxxxxxxxx Director Xxxxxx Xxxxxx Director Xxxx Xxxxxxxx, Ph.D. Director _______________________________ EXHIBIT A Form of Lock-Up Agreement ______ __, 2023 ThinkEquity LLC 00 Xxxxx Xxxxxx, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned understands that ThinkEquity LLC (the “Initial Exercise DateRepresentative”) and until this Warrant is exercised in full proposes to enter into an Underwriting Agreement (the “Termination DateUnderwriting Agreement”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with CEL-SCI Corporation, a British Columbia Colorado corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Selling Shareholder and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between and among us. Very truly yours, BRIACELL THERAPEUTICS CORPSNOW LAKE RESOURCES LTD. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer NOVA MINERALS LIMITED By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC $ TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule Proceeds to Company per Share (before expenses): $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule . SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, BRIACELL THERAPEUTICS CORP. Electrameccanica Vehicles Corp. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementTHE BENCHMARK COMPANY, Inc. LLC By: Name: Title: BriaCell Therapeutics [Signature Page] Electrameccanica Vehicles Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units to be Purchased at 93% of the Public Offering Price per Firm Unit Total Number of Firm Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit Number of Option Securities Units to be Purchased at 93% of the Public Offering Price per Firm Unit if the Over-Over- Allotment Option is Fully Exercised Number of Option Units to be Purchased at 94.5% of the Public Offering Price per Firm Unit if the Over- Allotment Option is Fully Exercised The Benchmark Company, LLC ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Cxxxxxx & Co., LLC Total SCHEDULE 2 Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit [TO COME] EXHIBIT A Form of PreRepresentative’s Warrant Agreement [TO COME] EXHIBIT B Form of Lock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Up Agreement [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).TO COME]

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPNORTHWEST BIOTHERAPEUTICS, INC. By: Name: Wxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: President and Chief Executive Officer officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: BriaCell Therapeutics Corp. NORTHWEST BIOTHERAPEUTICS, INC. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the OverAegis Capital Corp. TOTAL Sch.1-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[•] Proceeds to Company per Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2Sch.2-C Written Testing-the-Waters Communications [None.] Schedule 1 SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. XxxxxSch.3-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit 1 EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Warrant Shares: OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 2013 [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2017 [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. COMMON STOCK PURCHASE WARRANT For the Purchase of [_______ Initial Exercise Date: [●] ___Shares of Common Stock of NORTHWEST BIOTHERAPEUTICS, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTROVAGENE, INC. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Accepted on the date first above written. AEGIS CAPITAL CORP., as Representative By: Name: Title: SCHEDULE I Underwriter Total Number of Firm Units to be Purchased Number of Option Securities Additional Units to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityAegis Capital Corp. Summer Street Research Partners Xxxxx Xxxxxx, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Carret & Co. TOTAL SCHEDULE 2-A Pricing and Warrant Information Number of Firm Units to be sold: [·] Number of shares of Common Stock underlying the Firm Units: t ● [·] Number of Class A Firm Units t ● Warrants underlying the Units: [·] Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsAdditional Units: t Number of Option Warrants[·] Warrant exercise price: t $[·] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[·] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount $[·] Proceeds to Company per Class B Firm Unit: $ t Underwriting Discount Unit (before expenses): $[·] per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Unit SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxx Xxxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxxx R. Xxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, [●] Issue Date: [●] ___, 20___ OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS]. COMMON STOCK PURCHASE WARRANT For the “Warrant”) certifies thatPurchase of [ ] Shares of Common Stock of Trovagene, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. ALTA GLOBAL GROUP LIMITED By: Name: Wxxxxxx X. Xxxxxxxx Nxxx Xxxxxxx Title: President and Chief Executive Officer Officer, Director By: Name: Vxxxxx Xxxxxx Title: Director Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. ALTA GLOBAL GROUP – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC. TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[●] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[●] Proceeds to Company per Share (before expenses): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Nxxx Xxxxxxx Vxxxxx Xxxxxx Hxxx Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Nxxxx Java [Additional stockholders/convertible holders to be added] EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE ORDINARY SHARES ALTA GLOBAL GROUP LIMITED Warrant Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2024 THIS PRE-FUNDED COMMON SHARE WARRANT TO PURCHASE WARRANT ORDINARY SHARES (the “Warrant”) certifies that, for value received, _____________ ThinkEquity LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ 2024 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Alta Global Group Limited, a British Columbia corporation an Australian public company limited by shares (the “Company”), up to ______ Common Shares Ordinary Shares, without par value (as subject to adjustment hereunder, the “Ordinary Shares”) of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain underwriting agreement, dated as of [ ], 2023 between the Company and ThinkEquity LLC, as representative of the underwriter(s) named therein.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, BRIACELL THERAPEUTICS CORP. Lead Real Estate Co., Ltd By: Name: Wxxxxxx X. Xxxx Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as the Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Network 1 Financial ManagementSecurities, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Signature Page to Underwriting Agreement Schedule SCHEDULE 1 Underwriter Underwriters Total Number of Firm Units ADSs to be Purchased Number of Option Securities ADSs to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 Total Schedules and Exhibits SCHEDULE 2 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit • EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____Up Agreement ____________, 20___ 2023 Network 1 Financial Securities, Inc. 0 Xxxxxx Xxxxxx, Xxxxxxxxx Red Bank, NJ 07701 Ladies and Gentlemen: The undersigned understands that Network 1 Financial Securities, Inc., the representative in the Company’s recent Public Offering (as defined below) (the “Initial Exercise DateRepresentative”) and until this Warrant is exercised in full ), proposes to enter into an Underwriting Agreement (the “Termination DateUnderwriting Agreement”) but not thereafterwith Lead Real Estate Co., to subscribe for and purchase from BriaCell Therapeutics Corp.Ltd, a British Columbia joint-stock corporation with limited liability formed under the laws of Japan (the “Company”), up to ______ Common providing for the initial public offering (the “Public Offering”) of a certain number of the Company’s American Depositary Shares (as subject the “ADSs” or the “Securities”) of the Company. To induce the underwriters to adjustment hereundercontinue their efforts in connection with the Public Offering, the undersigned hereby agrees that, during the period commencing on the date of the Underwriting Agreement and ending one hundred and eighty (180) days after such date (the “Lock-Up Period”): (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or any securities convertible into or exercisable or exchangeable for ADSs, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Warrant SharesLock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. If (i) the Company issues an earnings or material news press release, during the last 17 days of the Lock-Up Period, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release, unless the Representative waives such extension. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire ADSs, or securities exchangeable or exercisable for or convertible into ADSs, provided that the undersigned does not transfer the acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any ADSs or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The purchase price undersigned also agrees and consents to the entry of one Common Share under stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s ADSs subject to this Warrant lock-up agreement. The undersigned understands that the Company and the underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be equal binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Exercise PriceSecurities to be sold thereunder, as defined then this lock-up agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. The Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. The undersigned acknowledges that no assurances are given by the Company or the underwriters that this Public Offering will be consummated. This lock-up agreement shall be governed by, and construed in Section 2(b).accordance with, the laws of the State of New York. Very truly yours, (Name - Please Print) (Signature) (Name of Signatory, in the case of entities - Please Print) (Title of Signatory, in the case of entities - Please Print) Address: Email: Date:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPNUVECTIS PHARMA, INC. By: Name: Wxxxxxx X. Xxxxxxxx Rxx Xxxxxxx, M.B.A. Title: President Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. NUVECTIS PHARMA, INC. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [•] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [•] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[•] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $[•] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $[•] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit [ ] EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE COMMON STOCK NUVECTIS PHARMA, INC. Warrant Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2022 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ 2022 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Nuvectis Pharma, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ 4.0% of the shares of new shares of Common Shares Stock issued in the Company's initial public offering, excluding overallotment shares, par value $0.001 per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Auddia Inc. By: :____________________________ Name: Wxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementNETWORK 1 FINANCIAL SECURITIES, Inc. INC. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after :________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to _________ Common Shares Xxxxx Xxxxxxxxxx Managing Director NETWORK 1 FINANCIALSECURITIES, INC./ALEXANDER CAPITAL, L.P./AUDDIA INC. UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Units to be Purchased Maximum Number of Option Units to be Purchased Network 1 Financial Securities, Inc. Alexander Capital, L.P. TOTALS: SCHEDULE 2-A Pricing Information Number of Units: Number of Option Units: Public Offering Price per Unit: $ Underwriting Discount per Unit: $ Underwriting Non-accountable expense allowance per Unit: $ Proceeds to Company per Unit (as subject to adjustment hereunderbefore expenses): $ SCHEDULE 3 List of Lock-Up Parties EXHIBIT A Form of Underwriter Warrant Agreement EXHIBIT B Form of Underwriters Unit Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, the “Warrant Shares”AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [_______] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [_______] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE 5110(G)(2). The purchase price THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________________ 1. VOID AFTER 5:00 P.M., EASTERN TIME, _____________________2. For the Purchase of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Units of Auddia Inc.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPADVAXIS, INC. By: /s/ Dxxxxx X. X’Xxxxxx Name: Wxxxxxx Dxxxxx X. Xxxxxxxx X’Xxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking - Aegis SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Aegis Capital Corp 3,672,000 612,000 Noble Financial Management, Inc. Class A: Class B: TOTAL: Schedule Capital Markets 408,000 0 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● 4,080,000 Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsAdditional Shares: t Number of Option Warrants: t 612,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $3.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.21 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $0.03 Proceeds to Company per Share (before expenses): $2.79 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. XxxxxNon-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Employee Directors

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, Selling Shareholder and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPT20 HOLDINGS LTD. By: Name: Wxxxxxx X. Jxxxx Xxxxxxx Xxxxxxxxxx Title: President SELLING SHAREHOLDER Snowfields Wealth Management Limited By: Name: Gxxxxxxx Xxxxx Xxxxxxxx Title: President and Chief Executive Officer Sole Shareholder Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division EX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityEX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: TOTAL: Schedule 2-A LLC [●] [●] TOTAL [●] [●] SCHEDULE 2 Selling Shareholder Total Number of Firm Shares to be Sold Number of Additional Option Shares to be Sold if the Over- Allotment Option is Fully Exercised Snowfields Wealth Management Limited [●] 0 TOTAL [●] 0 SCHEDULE 3 Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [●] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm UnitShare: $ t Underwriting Discount per Class B Firm Unit: $ t $[●] Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2Share (before expenses): $[●] SCHEDULE 3-B Issuer General Use Free Writing Prospectuses [None.LINK TO BE FILED TO BE INSERTED] Schedule 2SCHEDULE 3-C Written Testing-the-Waters Communications Communication [None.TO BE INSERTED] Schedule 3 SCHEDULE 4 List of Lock-Up Parties [TO INCLUDE OFFICERS, DIRECTORS AND 5% HOLDERS] Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit [●] EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___BY ITS ACCEPTANCE HEREOF, [●] Issue Date: [●] ___AGREES THAT IT WILL NOT SELL, 20___ TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT OR THE UNDERLYING SECURITIES NOT WILL THE WARRANT OR UNDERLYING SECURITIES BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE ECONOMIC DISPOSITION OF THE WARRANT OR UNDERLYING SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) EX XXXXXX, for value receivedDIVISION OF BENCHMARK INVESTMENTS, _____________ or its assigns LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (the “Holder”II) is entitledA BONA FIDE OFFICER OR PARTNER, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthAFFILIATE OR ASSOCIATED PERSON OF EX XXXXXX, at any time on or after DIVISION OF BENCHMARK INVESTMENTS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEASTERN TIME, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to [______ Common ______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ORDINARY SHARES PURCHASE WARRANT For the Purchase of [__________] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).T20 Holdings Ltd.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters Underwriters, the Company and the CompanySelling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between usbelow. Very truly yours, BRIACELL THERAPEUTICS CORP. PeerStream, Inc. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxxxxxx Xxxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementThe Benchmark Company, Inc. LLC By: Name: Title: BriaCell Therapeutics Corp. On behalf of each of the Underwriters SELLING STOCKHOLDERS By: Name: Title: PeerStream, Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriters Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityThe Benchmark Company, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information LLC Noble Capital Markets Total SCHEDULE 2 Selling Stockholders Selling Stockholder Total Number of Firm Units: t ● Shares to be Sold Number of Class Shares to be Sold if the Over- Allotment Option is Fully Exercised The J. Crew Delaware Trust A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Xxxxxxxx Xxxxxx Total SCHEDULE 3 Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 SCHEDULE 4 List of Lock-Up Parties Name Title Wxxxxxx X. Selling Stockholders: The J. Crew Delaware Trust A Xxxxxxxx President, Chief Xxxxxx Executive Officer and Director Gxxx Officers: Xxxxxxxxx Xxxxxxxxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxx Xxxx Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. CEL-SCI CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Wxxxxxx Xxxxx X. Xxxxxxxx Kersten Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the OverThinkEquity LLC 2,500,000 TOTAL 2,500,000 Sch. 1-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 2,500,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $2.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.14 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Nonnon-accountable expense allowance per Firm UnitShare: $ t Schedule $0.00 Proceeds to Company per Share (before expenses): $1.86 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Position Xxxxx X. Xxxxxxxx PresidentKersten, Esq. Director, Chief Executive Officer and Director Gxxx Treasurer Xxxxxxxx X. Xxxxxxx Senior Vice President of Operations and Corporate Secretary Xxxx Xxxxx, Ph.D. Chief Scientific Officer Xxxxxx X. Xxxxxxxxx, Ph.D. Senior Vice President of Research, Cellular Immunology Xxxx Xxxxxxxx Senior Vice President of Regulatory Affairs Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony , Ph.D. Director Rxxxxxx Xxxx Xxxxx Xxxxxxxxxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Xxxxxx Director Exhibit A Xxxx Xxxxxxxx, Ph.D. Director EXHIBITB Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant SharesUp Agreement [•], 2023 ThinkEquity LLC 00 Xxxxx Xxxxxx, 41st Fl New York, NY 10004 Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT The undersigned understands that ThinkEquity LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with CEL-SCI Corporation, a British Columbia Colorado corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of shares of common stock, par value $0.01 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPSUPER LEAGUE GAMING, INC. By: Name: Wxxxxxx X. Xxxxxxxx Axx Xxxx Title: CEO and President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and : NATIONAL SECURITIES CORPORATION as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Jxxxxxxx X. Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Executive Vice President Head of Investment Banking SCHEDULE 1-A Underwriters Name of Underwriter Total Number of Firm Units to be Purchased Number of Option Shares National Securities to be Purchased if the OverCorporation [●] SCHEDULE 1-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A B Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t [●] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[●] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $[●] Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses Share (before expenses): $[None.●] Schedule 2-C SCHEDULE 2 Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).Parties

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPKIPS BAY MEDICAL, INC. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxx Title: President Chairman and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: BriaCell Therapeutics Corp. KIPS BAY MEDICAL, INC. – Underwriting Agreement Schedule UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. — — TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t [·] Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t [·] Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[·] Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $[·] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $[·] Proceeds to Company per Share (before expenses): $[·] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2SCHEDULE 3 Underwriters’ Information The Underwriters’ Information shall include the following: the table of Underwriters under the first paragraph, the concession figure appearing in the seventh paragraph, the information contained under the sub-C Written Testingheading “Electronic Offer, Sale and Distribution of Shares,” the information contained under the sub-theheading “Stabilization,” the information contained under the sub-Waters Communications [Noneheading “Passive market making” and the information contained under the sub-heading “Offer Restrictions Outside the United States.] Schedule 3 ” SCHEDULE 4 List of Lock-Up Parties Name Title Wxxxxxx Xxxxx Xxxxxxxxx Kips Bay Investments, LLC Xxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx XxXxxxxx Arch X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxx Xxxxxx Director Exhibit X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx Sch. 4 EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, [●] Issue Date: [●] ___, 20___ OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. COMMON STOCK PURCHASE WARRANT For the “Warrant”) certifies thatPurchase of [ ] Shares of Common Stock of KIPS BAY MEDICAL, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)INC.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTHE ROYALAND COMPANY LTD. By: Name: Wxxxxxx Xxxxxx X. Xxxxxxxx XxXxxxx Title: President and Chief Executive Officer Chairman Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementREVERE SECURITIES, Inc. LLC By: Name: Xxxxxx XxXxxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Managing Director SCHEDULE 1 UNDERWRITERS Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityRevere Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A LLC TOTAL SCHEDULE 2 Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).:

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. FAT Brands, Inc. By: /s/Axxxxx Xxxxxxxxxx Name: Wxxxxxx X. Xxxxxxxx Axxxxx Xxxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: ThinkEquity LLC 1,000,000 TOTAL 1,000,000 Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t 1,000,000 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $18.00 Underwriting Discount per Class Share (with respect to the first $16,000,000 of Firm Shares): $1.35 Underwriting Fees (for the remaining $2,000,000 of Firm Shares): $10,000 Proceeds to Company (before expenses): $16,790,000 Schedule 2-A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] . Schedule 2-B SCHEDULE 2-C Written Testing-the-Waters Communications [None.] . Schedule 3 List 2-C EXHIBIT A Form of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: Agreement October [●] ___], [●] Issue Date2021 ThinkEquity LLC 10 Xxxxx Xxxxxx, 00xx Xx Xxx Xxxx, XX 00000 Ladies and Gentlemen: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT The undersigned understands that ThinkEquity LLC (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with FAT Brands Inc., a British Columbia Delaware corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of shares of 8.25% Series B Cumulative Preferred Stock, par value $0.0001 per share, of the Company (the “Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPVALLON PHARMACEUTICALS, INC. By: /s/ Dxxxx Xxxxx Name: Wxxxxxx X. Xxxxxxxx Dxxxx Xxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: /s/ Exxx Xxxx Name: Exxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking Vallon Pharmaceuticals, Inc. – Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2,250,000 337,500 TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 2,250,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 337,500 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $8.00 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $0.56 Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $0.08 Proceeds to Company per Share (before expenses): $7.36 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule Attached SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit EXHIBIT A Form of Pre-Funded Representative’s Warrant Certificate PRE-FUNDED COMMON SHARE Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BRIACELL THERAPEUTICS CORPBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [______], 20211. VOID AFTER 5:00 P.M., EASTERN TIME, [____], 20252. WARRANT TO PURCHASE COMMON STOCK VALLON PHARMACEUTICALS, INC. Warrant Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2021 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ 20213 (the “Initial Exercise Date”) and until this Warrant and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is exercised in full five (5) years following the commencement of sales of the offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Vallon Pharmaceuticals, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, par value $0.0001 per share, of the Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Share Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPDATASEA INC. By: /s/ Xxxxxx Xxx Name: Wxxxxxx X. Xxxxxxxx Xxxxxx Xxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division XX XXXXXX, division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Supervisory Principal SCHEDULE 1 Underwriter Total Underwriters Number of Firm Units Securities to be Purchased Number of Option Securities to be Purchased if the Over-Over- Allotment Option is Fully Exercised ThinkEquityXX Xxxxxx, a division of Fordham Financial ManagementBenchmark Investments, LLC 4,995,000 750,000 Westpark Capital, Inc. Class A: Class B: TOTAL: Schedule 2-A 5,000 - SCHEDULE 2 Pricing Information Number of Firm UnitsSecurities: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 5,000,000 Number of Option Shares and/or Option Pre-Funded WarrantsSecurities: t Number of Option Warrants: t 750,000 Public Offering Price per Class A Firm UnitSecurity: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $0.40 Underwriting Discount per Class A Firm UnitSecurity: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance $0.026 Proceeds to Company per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Security (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).before expenses): $0.374 SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. ECMOHO Limited By: /s/ Xxx Xxxx Name: Wxxxxxx X. Xxxxxxxx Xx. Xxx Xxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedabove, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Chief Executive Officer SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule Aegis Capital Corp. 10,000,000 1,281,057 SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● 10,000,000 Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsAdditional Shares: t Number of Option Warrants: t 1,281,057 Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $0.90 Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $0.063 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule Share (before expenses): $0.837 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer List of officers and Director Gxxx directors executing lock-up agreements • Xxx Xxxx (Xxxx Xxxx; CEO and director) • Xx Xxx (CFO) • Xxx Xxxx (COO & Director) • Xxxx Xx (Director) • Xxxxxx Xxxx (Xxxx Xxx; Director) • Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit Xx (Director) EXHIBIT A Form of PreLock-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant SharesUp Agreement August [•], 0000 Xxxxx Capital Corp., As Underwriter of the Company 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT The undersigned understands that Aegis Capital Corp. (the “WarrantRepresentative”) certifies that, for value received, _____________ or its assigns proposes to enter into an Underwriting Agreement (the “HolderUnderwriting Agreement”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.with ECMOHO Limited, a British Columbia Cayman Islands corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of American Depositary Shares, each representing four (4) Class A ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”). The purchase price , of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(bCompany (the “Shares”).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORPTIMBERLINE RESOURCES, INC. By: /s/ Rxxxxx Xxxxx Name: Wxxxxxx X. Xxxxxxxx Rxxxxx Xxxxx Title: President and Chief Executive Financial Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS AEGIS CAPITAL CORP. Warrant SharesBy: __/s/ Dxxxx Bocchi_____ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns Name: Dxxxx Xxxxxx Title: Head of Investment Banking SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Aegis Capital Corp. 5,000,000 TOTAL 5,000,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 5,000,000 Number of Option Shares: 750,000 Public Offering Price per Share: $0.20 Underwriting Discount per Share: $0.014 Underwriting Non-accountable expense allowance per Share: $0.002 Proceeds to Company per Share (before expenses): $0.186 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses SCHEDULE 3 List of Lock-Up Parties Name Position Pxxx Xxxxxxxx President and Chief Executive Officer Rxxxxx Xxxxx Chief Financial Officer Cxxxx Xxxxxxx Chief Accounting Officer Sxxxxx Xxxxxxxxx VP Exploration EXHIBIT A Form of Lock-Up Agreement September 4, 2013 Aegis Capital Corp. 800 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Aegis Capital Corp. (the “HolderRepresentative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Timberline Resources, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Representative of 5,000,000 shares of common stock (“Firm Shares”), par value $0.001 per share, of the Company (the “Shares”). To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, it will not, during the period commencing on the date hereof and ending on 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (1) or (2) above is entitledto be settled by delivery of Shares or such other securities, upon in cash or otherwise. Notwithstanding the foregoing, the undersigned may transfer Shares without the prior consent of the Representative in connection with (a) transactions relating to Shares or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Shares or other securities acquired in such open market transactions, (b) transfers of Shares or any security convertible into Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member; provided that in the case of any transfer or distribution pursuant to clause (b), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Shares, shall be required or shall be voluntarily made during the Lock-up Period, (c) transfer of Shares to a charity or educational institution, or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Shares to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be, if, in any such case, such transfer is not for value. In addition, the undersigned agrees that during the Lock-Up Period, without the prior written consent of the Representative, it will not make any demand for or exercise any right with respect to the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Shares except in compliance with this Agreement. If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) Business Days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Shares, the Representative will notify the Company of the impending release or waiver, and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two (2) Business Days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) Business Days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. No provision in this agreement shall be deemed to restrict or prohibit the exercise or exchange by the undersigned of any option or warrant to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares, provided that the undersigned does not transfer the Shares acquired on such exercise or exchange during the Lock-Up Period, unless otherwise permitted pursuant to the terms and subject of this letter agreement. In addition, no provision herein shall be deemed to restrict or prohibit the limitations on exercise and the conditions hereinafter set forth, entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Shares or any securities convertible into or exercisable or exchangeable for Shares within the Lock-Up Period). The undersigned understands that the Company and the Representative are relying upon this letter agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Underwriting Agreement is not executed by [•], 2013, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder this agreement shall be void and of no further force or effect. Whether or not the Public Offering actually occurs depends on or after a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative. Very truly yours, (Name) (Address) EXHIBIT B Form of Press Release TIMBERLINE RESOURCES, INC. [Date] Timberline Resources, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of ________________, 20___ (shares of the “Initial Exercise Date”) and until this Warrant Company’s common stock, is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., [waiving] [releasing] a British Columbia corporation (the “Company”), lock-up restriction with respect to _________ Common Shares (as subject to adjustment hereunder, shares of the “Warrant Shares”)Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The purchase price [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date. This press release is not an offer or sale of one Common Share the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under this Warrant shall be equal to the Exercise PriceSecurities Act of 1933, as defined in Section 2(b)amended.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS MODERN MINING TECHNOLOGY CORP. By: Name: Wxxxxxx X. Xxxxxxxx Xxxxxx (Jeet) Basi Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. LLC By: Name: Xxxx Xxxx Title: BriaCell Therapeutics Corp. Head of Investment Banking [MODERN MINING– Underwriting Agreement Schedule SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule ThinkEquity LLC ♦ ♦ TOTAL ♦ ♦ SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t ♦ Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t ♦ Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $♦ Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t $♦ Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule $♦ Proceeds to Company per Share (before expenses): $♦ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule . SCHEDULE 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).SCHEDULE 3

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS CORP. Trio Petroleum Corp. By: Name: Wxxxxxx Fxxxx X. Xxxxxxxx Xxxxxxxxxx Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial ManagementSpartan Capital Securities, Inc. LLC By: Name: Jxxxx Xxxxxxx Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule Head of Investment Banking SCHEDULE 1 Underwriter Total Number of Firm Units Shares to be Purchased Number of Additional Option Securities Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquitySpartan Capital Securities, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t Schedule Proceeds to Company per Share (before expenses): SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule . SCHEDULE 3 List of Lock-Up Parties Name Title Wxxxxxx Fxxxx X. Xxxxxxxx PresidentXxxxxxxxxx Txxxx Xxxxxxx Sxxxx Xxxxxx Sxxx Xxxxxxx Gxxx Xxxxxxxxxxx Cxxxxx Xxx Jxxx Xxxxxxx Txxxxx X. Xxxxxxx Rxxxx Xxxx Theseus Capital Ltd. Naia Ventures, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. XxxxxLLC Dxxxxxx Vaniekebelt Rxxx Gencap Fund I LLC Primal Nutrition, Inc. EXHIBIT A Representative’s Warrant Agreement 34 EXHIBIT B Lock-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____Up Agreement ____________, 20___ 2022 SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 40 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned understands that Spartan Capital Securities, LLC (the “Initial Exercise DateRepresentative”) and until this Warrant is exercised in full proposes to enter into an Underwriting Agreement (the “Termination DateUnderwriting Agreement”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics with Trio Petroleum Corp., a British Columbia Delaware corporation (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant SharesPublic Offering”) of shares of common stock of the Company, par value $0.0001 per share (the “Common Stock” or “Securities”). The purchase price of one Common Share under this Warrant Capitalized terms used herein and not otherwise defined shall be equal to have the Exercise Price, as defined meanings set forth for them in Section 2(b)the Underwriting Agreement.

Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BRIACELL THERAPEUTICS ARCADE CHINA ACQUISITION CORP. By: Name: Wxxxxxx X. Xxxxxxxx Title: President and Chief Executive Officer Confirmed as of Accepted on the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. written. MXXXXX XXXXXX TRIARTISAN LLC By: Name: Title: BriaCell Therapeutics Corp. – Underwriting Agreement Schedule 1 SCHEDULE I ARCADE CHINA ACQUISITION CORP. 4,000,000 Units Underwriter Total Number of Firm Units to be Purchased Number of Option Securities to be Purchased if the Over-Allotment Option Mxxxxx Xxxxxx TriArtisan LLC ● Mxxxxx Xxxxxx TriArtisan Capital LLC ● Ladenburg Txxxxxxx & Co. Inc. ● SCHEDULE II TIME OF SALE INFORMATION EXHIBIT A FORM OF TARGET BUSINESS LETTER Arcade China Acquisition Corp. Gentlemen: Reference is Fully Exercised ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: TOTAL: Schedule 2-A Pricing Information Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Number of Option Shares and/or Option Pre-Funded Warrants: t Number of Option Warrants: t Public Offering Price per Class A Firm Unit: $ t Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t Schedule 2-B Issuer General Use Free Writing Prospectuses [None.] Schedule 2-C Written Testing-the-Waters Communications [None.] Schedule 3 List of Lock-Up Parties Name Title Wxxxxxx X. Xxxxxxxx President, Chief Executive Officer and Director Gxxx Xxxxx Chief Financial Officer and Secretary Jxxxxxxx Xxxxxxxxxx Chairman of the Board of Directors Vxxxxx X. Xxxxx-Patalony Director Rxxxxxx Xxxx Director Cxxxxxx Xxxxxxx Director Rxxxxxx Xxxxxx Director Exhibit A Form of Pre-Funded Warrant Certificate PRE-FUNDED COMMON SHARE PURCHASE WARRANT BRIACELL THERAPEUTICS CORP. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject made to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ________________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation Final Prospectus of Arcade China Acquisition Corp. (the “Company”), up to ______ Common Shares dated ●, 2011 (as subject to adjustment hereunder, the “Warrant SharesProspectus”). The purchase price Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of one Common Share under this Warrant shall be equal at least $● for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Exercise PricePublic Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within 21 months from the date of the closing of the offering or (iii) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company agreeing to evaluate the undersigned for purposes of consummating a Business Combination with it, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business EXHIBIT B FORM OF VENDOR LETTER Arcade China Acquisition Corp. Gentlemen: Reference is made to the Final Prospectus of Arcade China Acquisition Corp. (the “Company”), dated ●, 2011 (the “Prospectus”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Section 2(b).Prospectus. We have read the Prospectus and understand that the Company has established the Trust Account, initially in an amount of at least $● for the benefit of the Public Stockholders and the Underwriters of the Company’s initial public offering (the “Underwriters”) and that, except for a portion of the interest earned on the amounts held in the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders in the event they elect to redeem their public shares in connection with the consummation of a Business Combination, (ii) to the Public Stockholders if the Company fails to consummate a Business Combination within 21 months from the date of the closing of the offering or (iii) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company agreeing to engage the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust Account for any reason whatsoever. Print Name of Vendor Authorized Signature of Vendor