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. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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. 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, LIRUM THERAPEUTICS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC. 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 $[•] Proceeds to Company per Share (before expenses): $[•] None. None. 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) 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 [________________] [None.DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] W▇▇▇▇▇▇ ▇[DATE THAT IS FOUR YEARS AND 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 1 (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 four (4) years following the date that is one hundred eighty (180) days from the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.LIRUM THERAPEUTICS, INC., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, 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. Very truly yoursIf 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. By: Name: W▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Title: Chief Executive Officer Number of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Firm Shares: _______ Initial Exercise DateNumber of Option Shares: Public Offering Price per Firm Share: $ Public Offering Price per Option Share: $ Underwriting Discount per Firm Share: $ Underwriting Discount per Option Share: $ Non-Accountable Expense Allowance per Firm Share: $ Non-Accountable Expense Allowance per Option Share: $ 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 [●], 202[●] ___(THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF BOUSTEAD SECURITIES, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●] 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__202_ (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(bTHE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE 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 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. 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, CAMDEN LEARNING CORPORATION By: Name: W▇▇D▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇written. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇M▇▇▇▇▇ ▇▇▇▇▇▇ & CO. INC. By: Name: Title: Managing Director Warrant Shares: _______ Initial Exercise Date: [●] ___M▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. 1. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, [●] Issue Date: [●] ___except where the failure to qualify would not have a material adverse effect on the assets, 20___ THIS PREbusiness or operations of the Company. 2. All issued and outstanding securities of the Company (including, without limitation, the Placement Warrants) have been duly authorized and validly issued and are fully paid and non-FUNDED COMMON SHARE PURCHASE WARRANT (assessable; the “Warrant”) certifies thatholders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized and, for value receivedto such counsel’s knowledge, _____________ outstanding capital stock of the Company is as set forth in the Prospectus. 3. The Securities have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or its assigns (under the “Holder”) is entitledCertificate of Incorporation or Bylaws of the Company. When issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option, and the Representative’s Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. 4. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. 5. This Agreement, the Warrant Agreement, the Services Agreement, the Trust Agreement, the Escrow Agreement and the Subscription Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 6. The execution, delivery and performance of this Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Services Agreement and the Subscription Agreement and compliance by the Company with the terms and subject provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Securities, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the limitations on exercise terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any United States statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, United States Federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, its properties or assets. 7. The Registration Statement, the Sale Preliminary Prospectus and the conditions hereinafter set forthProspectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, at any time as to which no opinion need be rendered) each as of their respective dates appeared on their face to comply as to form in all material respects with the requirements of the Act and Regulations. The Securities and all other securities issued or after ________________, 20___ (issuable by the “Initial Exercise Date”) Company conform in all material respects to the description thereof contained in the Registration Statement and until this Warrant is exercised the Prospectus. The descriptions 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 hereunderRegistration Statement, the “Warrant Shares”)Sale Preliminary Prospectus and in the Prospectus, insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Sale Preliminary Prospectus and the Prospectus that are not described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or included as exhibits to the Registration Statement that are not described or included as required. 8. The purchase price Registration Statement is effective under the Act. To such counsel’s knowledge, no stop order suspending the effectiveness of one Common Share the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under this Warrant shall be equal the Act or applicable state securities laws. 9. The Company is not and, after giving effect to the Exercise Priceoffering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in Section 2(b)the Investment Company Act of 1940, as amended. 10. To such counsel’s knowledge, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is required to be described in the Registration Statement.

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. 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, DIGITAL BRANDS GROUP, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division KINGSWOOD CAPITAL MARKETS, division of Fordham Financial ManagementBenchmark Investments, Inc. By: Name: Title: ThinkEquityKingswood Capital Markets, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: [●] [●] TOTAL [●] [●] Number of Firm UnitsShares: t ● 2,000,000 Number of Class A Firm Units t ● Number of Class B Firm Units t Warrants: 2,000,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t 300,000 Number of Option Warrants: t 300,000 Public Offering Price per Class A Firm UnitShare and Firm Warrant: $ t $5.00 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 Share and Option Warrant: $ t $5.00 Underwriting Discount per Class A Firm UnitShare and Firm Warrant: $ t Underwriting Discount per Class B Firm Unit: $ t $0.40 Underwriting Discount per Option Share: $ t Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Share and Option Warrant: $ t Non-accountable expense allowance $0.40 Proceeds to Company per Firm Unit: $ t [None.] [None.] WShare and Firm Warrant (before expenses): $4.60 Proceeds to Company per Option Share and Option Warrant (before expenses): $4.60 FWP filed with the Commission on April 28, 2021 1. J▇▇▇ “Hil” D▇▇▇▇ 2. L▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G 3. R▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇ 4. M▇▇▇ ▇▇▇▇ 5. T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇ 6. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director CJ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇ 7. M▇▇▇▇ ▇▇▇▇▇▇ Director 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. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇20. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the date first written above mentionedCompany's securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, on behalf of itself and as Representative its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman offering of the Board of Directors V▇▇▇▇▇ ▇Company's securities, either before or after the date hereof,. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ The Underwriters hereby expressly disclaim any fiduciary or its assigns (the “Holder”) is entitled, upon the terms and subject similar obligations to the limitations on exercise Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the conditions hereinafter set forthCompany hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, at including any time on negotiation related to the pricing of the Units; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or after ________________views expressed by the Underwriters to the Company regarding such transactions, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) including but not thereafterlimited to any opinions or views with respect to the price or market for the Company's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to subscribe for and purchase from BriaCell Therapeutics Corp.the fullest extent permitted by law, a British Columbia corporation (any claims that the “Company”), Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading 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)such transactions.

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, PLASMATECH BIOPHARMACEUTICALS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Underwriter Total Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Securities to be Purchased Number of Option Shares and/or Securities to be Purchased if the Over-Allotment Option Pre-Funded Warrantsis Fully Exercised Aegis Capital Corp. Number of Firm Securities: t [•] Number of shares of Common Stock underlying the Firm Securities: [•] Number of Warrants underlying the Firm Securities: [•] Number of Option WarrantsSecurities: t [•] Number of shares of Common Stock underlying the Option Securities: [•] Number of Warrants underlying the Option Securities: [•] Warrant exercise price: [•] 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 $[•] 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 UnitSecurity: $ t $[None.•] Proceeds to Company per Security (before expenses): $[•] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, SPLASH BEVERAGE GROUP, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division KINGSWOOD CAPITAL MARKETS, division of Fordham Financial ManagementBenchmark Investments, Inc. By: Name: Title: ThinkEquityKingswood Capital Markets, a division of Fordham Financial ManagementBenchmark Investments, Inc. Class A: Class B: [●] [●] TOTAL [●] [●] 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 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 and 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 Share and Option Warrant: $ t $[__] Underwriting Non-accountable expense allowance per Firm UnitShare and Firm Warrant: $ t $[__] Underwriting Non-accountable expense allowance per Option Share and Option Warrant: $[__] Proceeds to Company per Firm Share and Firm Warrant (before expenses): $[__] Proceeds to Company per Option Share and Option Warrant (before expenses): $[__] None.] [None.] W▇▇▇▇▇▇ ▇ 1. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇R▇▇▇▇▇ ▇▇▇▇▇▇▇ 2. D▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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).Huge

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. Very truly yoursIf 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. VENTRUS BIOSCIENCES, INC. By: Name: WTitle: ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class ANATIONAL SECURITIES CORPORATION By: Class BName: Number of Firm UnitsTitle: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇LLC National Securities Corporation THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R, LLC, NATIONAL SECURITIES CORPORATION OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: , LLC, NATIONAL SECURITIES CORPORATION OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS WARRANT IS NOT EXERCISABLE PRIOR TO _______ 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[DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, 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)[DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS].

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. 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, BIMERGEN ENERGY CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC Number of Firm UnitsShares: t ● [●] Number of Class A Firm Units t ● Pre-Funded Warrants: [●] Number of Class B Firm Units t Warrants: [●] 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 UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise $[●] Public Offering Price per Firm Warrant: $ t Price $[●] Underwriting Discount per Option Firm Share: $ t Price $[●] Underwriting Discount per Option Firm 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 $[●] Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $[ ] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[●] Proceeds to Company per Firm Warrant (before expenses): $[●] [None.] [None.] WB▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 180 days R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇180 days C▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇ 180 days V▇▇ ▇. ▇▇▇▇▇▇ 180 days J▇▇▇▇ Director C▇. Stock 180 days M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director RB▇▇▇▇▇▇▇▇ 180 days C&C J▇▇▇▇▇▇ Director Holdings 180 days 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) 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 20[26 (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.Bimergen Energy Corporation, a British Columbia Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Shares Stock, par value $0.001 per share, of the Company (the “Common 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. 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, FAT BRANDS INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 one Share and [•] 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 Share and Warrant (before expenses): $[•] [None.] [None.] W▇▇▇▇▇▇ ▇[•] 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) 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. ▇▇▇▇▇▇▇▇ PresidentTHIS 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., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.FAT Brands 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. 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, BIMERGEN ENERGY CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC 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: $ t $[•] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded WarrantWarrants: $ t Exercise Price per Warrant: $ t Price per Option Share: $ t Price per Option $[•] Pre-Funded WarrantWarrant Exercise Price: $ 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 WarrantUnit: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance $[•] Proceeds to Company per Firm Unit: $ t Share (before expenses): $[•] Proceeds to Company per Firm Pre-Funded Warrants (before expenses): $[•] [None.] [None.] WB▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 180 days R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 180 days C▇▇▇ ▇▇▇▇▇▇▇ 180 days G▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ 180 days M▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 90 days 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) 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 OR 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 20[XX] (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.Bimergen Energy Corporation, a British Columbia Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Shares Stock, par value $0.001 per share, of the Company (the “Common 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. 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, EZFILL HOLDINGS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC TOTAL 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 $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] WThe F▇▇▇▇▇ Group, Inc SIF Energy LLC Balance Labs, Inc. J▇▇▇▇ ▇▇▇ AJB Capital Y▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇Avi Vaknin D▇▇▇▇▇ ▇▇▇▇▇▇ Director J▇▇▇ ▇▇▇▇▇▇▇ B▇▇▇▇▇▇ ▇▇▇▇▇ S▇▇▇ ▇▇▇▇▇ 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) 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 Shares: _______ Initial Exercise Date: [●] ______, [●] Issue Date: [●] ___, 20___ 2024 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___ 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.EzFill Holdings, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, 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. 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, PINEAPPLE FINANCIAL INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇E▇ ▇▇▇▇▇▇▇▇▇▇ Chairman , division of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇Benchmark Investments, LLC Name: Title: E▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: , division of Benchmark Investments, LLC [●] ___, [●] Issue Date: TOTAL [●] [●] Number of Firm Shares: [___, 20] Number of Option Shares: [___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT ] Public Offering Price per Firm Share: $[__] Public Offering Price per Option Share: $[__] Underwriting Discount per Firm Share: $[__] Underwriting Discount per Option Share: $[__] Proceeds to Company per Firm Share (the “Warrant”) certifies that, for value received, before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] None. [_____________ or its assigns ] 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) E▇ ▇▇▇▇▇▇, 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 E▇ ▇▇▇▇▇▇, 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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 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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman , division of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: Benchmark Investments, LLC [●] ___, [●] Issue Date: US Tiger Securities, Inc. [●] [●] TOTAL [●] [●] Number of Firm Units: [___, 20] Number of Option Units: [___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT ] Public Offering Price per Firm Unit: $[__] Public Offering Price per Option Unit: $[__] Underwriting Discount per Firm Unit: $[__] Underwriting Discount per Option Unit: $[__] Proceeds to Company per Firm Unit (the “Warrant”) certifies that, for value received, before expenses): $[__] Proceeds to Company per Option Unit (before expenses): $[__] None. [_____________ or its assigns ] 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) ▇▇ ▇▇▇▇▇▇, 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 ▇▇ ▇▇▇▇▇▇, 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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 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, BIORESTORATIVE THERAPIES, INC. By: Name: WTitle: AEGIS CAPITAL CORP. By: Name: Title: Underwriter Total Number of Firm Shares to be Purchased Total Number of 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 Number of Additional Class A Warrants to be Purchased if the Over-Allotment Option is Fully Exercised (each additional Class 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) TOTAL Number of Firm Shares: [•] Number of Firm Class A Warrants (each Firm Class A Warrant exercisable for the purchase of one share of Common Stock): [•] Number of Firm Class B Warrants (each Firm Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): [•] Number of Option Shares: [•] Number of Option 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 Class B Warrant exercisable for the purchase of one-half of one share of Common Stock): $[•] Underwriting Discount per Firm Share: $[•] Underwriting Non-accountable expense allowance per Firm Share: $[•] 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): $[•] Free writing prospectus filed with the Commission on [·], 2015 M▇▇▇ ▇▇▇▇▇▇▇ E▇▇▇▇▇ ▇. Field F▇▇▇▇▇▇▇▇ ▇▇▇▇▇ M▇▇▇▇ ▇. C▇▇▇▇ ▇. J▇▇▇▇▇▇ ▇▇▇▇▇ C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director GP▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇T▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇(Bermuda) Ltd. 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 (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED IN THE UNDERWRITING AGREEMENT) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: (“AEGIS”) OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED IN THE UNDERWRITING AGREEMENT), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER (PROVIDED THAT, WITH RESPECT TO (I) AND (II), ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTIONS CONTAINED IN FINRA RULE 5110(G)(1) FOR THE REMAINDER OF THE TIME PERIOD SET FORTH THEREIN, IN ACCORDANCE WITH FINRA RULES 5110(G)(1) AND 5110(G)(2)(A)(II)) OR (B) FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE, CAUSE THIS PURCHASE WARRANT OR THE SHARES (DEFINED BELOW) TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SHARES, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE UNDERWRITING AGREEMENT ENTERED INTO BETWEEN THE COMPANY (DEFINED BELOW) AND AEGIS, DATED [_______ Initial Exercise Date: [●] ___], [●] Issue Date: [●] ___, 20___ 2015 (THE “UNDERWRITING AGREEMENT”). 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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. Very truly yoursIf 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. MAIA Biotechnology, Inc. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC 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 $[•] Proceeds to Company per Share (before expenses): $[•] [None.] [None.] W▇▇▇▇▇▇ ▇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) 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. ▇▇▇▇▇▇▇▇ PresidentTHIS 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., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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(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 ______ 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. 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, IBIO, INC. By: Name: W▇R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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 attached hereto: A Division of Fordham Financial Management, Inc. : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ PresidentTitle: Managing Director, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Investment Banking Number of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Firm Shares: _______ Initial Exercise DateNumber of Preferred Shares: [●] ___, [●] Issue DateNumber of Series A Warrants: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Number of Series B Warrants: Number of Option Shares: Number of Series A Warrants Comprising Option Warrants: Number of Series B Warrants Comprising Option Warrants: Public Offering Price per Firm Share: Public Offering Price per Preferred Share: Public Offering Price per Firm 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-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. Very truly yoursIf the foregoing correctly sets forth the understanding between the Company and the Representative, By: Name: W▇▇▇▇▇▇ ▇please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementDate: By: Name: Title: Date: Cathay Securities, Inc. Class A: Class B: Number of Firm UnitsShares: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t 2,600,000 Number of Option Shares and/or Option Pre-Funded WarrantsShares: t Number of Option Warrants: t 390,000 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 Proceeds to Company per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm Unit: $ t [None.] [None.] W▇▇▇▇Share (before expenses): ________, 2024 ▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇, ▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant SharesNew York, NY 10005 As Representative of the several Underwriters named on Schedule 1 to the Underwriting Agreement Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___The undersigned understands that Cathay Securities, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Inc. (the “WarrantUnderwriter”) 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 Star Fashion Culture Holdings Limited, a British Columbia corporation Cayman Islands company (the “Company”), up providing for the initial public offering (the “Public Offering”) of Class A ordinary shares, par value US$0.00001 per share, of the Company (the “Shares”). To induce the Underwriter to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the undersigned will not, during the period commencing on the date hereof and ending on ______ Common Shares (180 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, 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, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, now owned by the undersigned or any affiliate of the undersigned or with respect to which the undersigned or any affiliate of the undersigned has acquired the power of disposition; the shares of common stock owned by the undersigned are hereinafter referred to as 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 Lock-Up Securities, whether any such transaction is to be settled by delivery of shares of Lock-Up Securities, in cash or otherwise; (3) except as otherwise permissible under the Underwriting Agreement, 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. Notwithstanding the foregoing, and subject to adjustment hereunderthe conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter 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 “Warrant SharesExchange Act”), 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 a family member (for purposes of this 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, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; or (e) the sales of Shares to cover the payment of the exercise prices or the payment of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Underwriter 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, except for a Form 5. The purchase price of one Common Share under this Warrant shall be equal undersigned also agrees and consents to the Exercise Price, as defined Company’s entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up Securities except in Section 2(b)compliance with this lock-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 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, NEPHROGENEX, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. [•] [•] [•] [•] TOTAL [•] [•] [•] [•] 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 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 [•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Warrant (before expenses): $[•] Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $[•] Underwriting Non-accountable expense allowance per Warrant: $ t [•] Issuer Free Writing Prospectus, dated June 25, 2015, relating to Preliminary Prospectus, dated June 25, 2015. None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ PresidentCare Capital Investments III, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director CLP Care Capital Offshore Investments III, LP ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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. 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, QSAM BIOSCIENCES, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC Number of Firm UnitsShares: t ● [●] Number of Class A Firm Units t ● Pre-Funded Warrants: [●] Number of Class B Firm Units t Warrants: [●] 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 UnitShare: $ t $[●] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise $[●] Public Offering Price per Firm Warrant: $ t Price $[●] Underwriting Discount per Option Firm Share: $ t Price $[●] Underwriting Discount per Option Firm 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $[ ] Proceeds to Company per Firm Share (before expenses): $[●] Issue Date: Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Proceeds to Company per Firm 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”)before expenses): $[●] None. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)None.

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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Non-Accountable Expense Allowance per Firm Share: $[●] Issue DateNon-Accountable Expense Allowance per Option Share: $[●] ___, 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 _______[●] None. _________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter2023 Boustead Securities, to subscribe for and purchase from BriaCell Therapeutics Corp.LLC 6 ▇▇▇▇▇▇▇, a British Columbia corporation (the “Company”)▇▇▇▇▇ ▇▇▇ Irvine, 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).CA 92618

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, SHINECO, INC. By: Name: W▇Y▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Title: Managing Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇Name: R▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Title: Partner, Head of the Board Corporate Finance Bonwick Capital Partners, LLC. Network 1 Financial Securities, Inc. Number of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Placement Shares: _______ Initial Exercise Date[•] Public Offering Price per Share: $[●•] ___, Underwriting Discount per Share: $[●•] Issue DateUnderwriting Non-accountable expense allowance per Share: $[●•] ___, 20___ Proceeds to Company per Share (before expenses): $[•] [None.] [None.] THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, SHIFTPIXY, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: : A. G.P./ALLIANCE GLOBAL PARTNERS Name: T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division Investment Banking Number of Fordham Financial Management, Inc. Class A: Class BFirm Shares: 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 Firm Warrants: Number of Option Shares: 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 Public Offering Price per Firm Warrant: $ t Price $0.001 Firm Warrant Exercise Price: Underwriting Discount per Option Firm Share: $ t Price Underwriting Discount per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t Underwriting Discount per Class A Firm UnitWarrant: $ t Underwriting Discount $0.00007 Proceeds to Company per Class B Firm Unit: $ t Underwriting Discount Share (before expenses): 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): Proceeds to Company per Firm Unit: $ t [None.] [None.] Warrant (before expenses): $0.00093 S▇▇▇▇▇▇ ▇▇▇▇▇▇ 180 days S▇▇▇▇ ▇. ▇▇▇▇▇▇ 180 days D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 90 days K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 90 days W▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 90 days C▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J90 days A▇▇▇▇▇ ▇▇▇▇▇▇ 90 days Alliance Global Partners 5▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Director R▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Director Warrant SharesLadies 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 ShiftPixy, 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 Wyoming corporation (the “Company”), up providing for the public offering (the “Public Offering”) by the several Underwriters named in Exhibit A to ______ the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0001 per share, of the Company (the “Common Shares Shares”), pre-funded warrants to purchase common stock and common stock purchase warrants (as subject to adjustment hereunderthe “Warrants” and together with the Common Shares, the “Warrant SharesSecurities”). 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 Placement Agent 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, By: Name: W▇▇▇▇▇▇ ▇SIDUS SPACE, INC. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class ATHINKEQUITY LLC By: Class BName: Title: Number of Firm UnitsShares: t ● Share Offering Price: $1.50 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 Warrants Pre-Funded WarrantWarrant Offering Price: $ 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 1.4999 Aggregate Proceeds to Company (before expenses): $15,066,000 None. 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 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 PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [None.] ●], 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [None.] W▇▇▇▇▇▇ ▇●], 2030. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: [_______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 2025 (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 Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.SIDUS SPACE, INC. a British Columbia Delaware corporation (the “Company”), up to [______ ]shares of Class A Common Shares Stock, 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. 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, GLOBEIMMUNE, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity[SIGNATURE PAGE] GLOBEIMMUNE, a division of Fordham Financial Management, Inc. Class A: Class B: INC. - UNDERWRITING AGREEMENT Underwriter Total Number of Firm Units: t ● Shares to be Purchased Number of Class A Firm Units t ● Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. Number of Class B Firm Units t Shares: [—] 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 Share: (for Firm Unit: $ t Shares sold to existing Company stockholders): $[—] Underwriting Discount per Class B Share (for all other Shares): $[—] Proceeds to Company per Share (before expenses for Firm Unit: $ t Underwriting Discount Shares sold to existing Company stockholders): $[—] 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 per Firm Unit: $ t Share (before expenses for all other Shares): $[None.—] [—] [None.] W▇▇▇Dated as of , 2014 Aegis Capital Corp. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Director R▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Director Warrant SharesLadies 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 entitledwith GlobeImmune, 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”) of shares of common stock, par value $0.001 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. 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, TRULEUM, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC . 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 $[•] Proceeds to Company per Share (before expenses): $[•] [None.] [None.] W▇▇▇▇▇▇ ▇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) 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. ▇▇▇▇▇▇▇▇ PresidentTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS OR ONE YEAR] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 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.Truleum, Inc, a British Columbia Colorado corporation (the “Company”), up to ______ shares of Common Shares Stock, 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. 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, SKYSTAR BIO-PHARMACEUTICAL COMPANY By: Name: WTitle: ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. LLC By: Name: Title: ThinkEquityTHE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, a division of Fordham Financial ManagementAGREES THAT IT WILL NOT SELL, Inc. Class A: Class B: Number of Firm Units: t ● Number of Class TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR 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 [None.] [None.] WPERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇&RENSHAW, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO _______ 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[DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, 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”)[DATE THAT IS THREE YEARS THE FROM DATE OF THE PROSPECTUS]. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).COMMON STOCK PURCHASE OPTION

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, VUZIX CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: AEGIS CAPITAL CORP. Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. Aegis Capital Corp. Number of Firm UnitsShares: t ● [•] Number of Class A Firm Units t ● Warrants: [•] Number of Class B Firm Units t Additional Warrants: [•] Number of Option Shares and/or Option Pre-Funded WarrantsAdditional Shares: 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 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 $[None.•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] [None.] WP▇▇▇ ▇▇▇▇▇▇▇ Grant R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ L▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇Ruchdaeschel M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇LC Capital Master Fund Ltd. Kopin Corporation Vast Technologies, Inc. [●] shares to be issued to Vast Technologies, Inc. pursuant to [●] [●] shares to be issued to Kopin Corporation pursuant to [●] [●] shares to be issued to LC Capital Master Fund Ltd. pursuant to [●] [●] shares to be issued to P▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇(Note Conversions and Deferred Compensation Payments) pursuant to [●] [●] shares to be issued to G▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: (Deferred Compensation) pursuant to [●] ___, [●] Issue Date: shares to be issued to Hillair Capital Investments LP pursuant to [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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, VUZIX CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. VUZIX CORPORATION By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Underwriter Total Number of Firm Units: t ● Shares to be Purchased Number of Class A Firm Units t ● Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Aegis Capital Corp. TOTAL Underwriter Total Number of Class B Firm Units t Warrants to be Purchased Number of Additional Warrants to be Purchased if the Over-Allotment Option Shares and/or Option Pre-Funded is Fully Exercised Aegis Capital Corp. TOTAL Number of Firm Shares: [•] Number of Firm Warrants: t [•] Number of Option Additional Warrants: t [•] Number of Additional Shares: [•] 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 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 $[None.•] Proceeds to Company per Share (before expenses): $[•] Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant (before expenses): $[•] [None.] WP▇▇▇ ▇▇▇▇▇▇▇ Grant R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ L▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇Ruchdaeschel M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇LC Capital Master Fund Ltd. Kopin Corporation Vast Technologies, Inc. [●] shares to be issued to Vast Technologies, Inc. pursuant to [●] [●] shares to be issued to Kopin Corporation pursuant to [●] [●] shares to be issued to LC Capital Master Fund Ltd. pursuant to [●] [●] shares to be issued to P▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇(Note Conversions and Deferred Compensation Payments) pursuant to [●] [●] shares to be issued to G▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: (Deferred Compensation) pursuant to [●] ___, [●] Issue Date: shares to be issued to Hillair Capital Investments LP pursuant to [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, VIRIOS THERAPEUTICS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: :E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking VIRIOS THERAPEUTICS – UNDERWRITING AGREEMENT Underwriter Total Number of Firm Shares to be Purchased Number of 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: . 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 $[•] Proceeds to Company per Share (before expenses): $[•] [None.] [None.] R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ R▇▇▇▇▇▇ ▇▇▇▇▇ G▇▇▇ ▇▇▇▇▇▇ D▇▇▇▇ ▇▇▇▇▇▇ W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇M.D. R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇A▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director University of Alabama 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) 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 [________________] [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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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(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.Virios Therapeutics, 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. 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, RENNOVA HEALTH INC. By: :____________________ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: :____________________ Name: Title: ThinkEquity, Signature Page Rennova Health - Underwriting Agreement Aegis Capital Corp. a division TOTAL Number of Fordham Financial Management, Inc. Class A: Class BFirm Securities: Number of Firm UnitsOption Securities: 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 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 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 UnitSecurity: $ t [None.] [None.] WNumber of Firm Securities subject to Underwriting Discount and Non-accountable expense allowance: Number of Firm Securities not subject to Underwriting Discount and Non-accountable expense allowance: Proceeds to Company per Firm Security subject to Underwriting Discount and Non-accountable expense allowance: (before expenses): $ Proceeds to Company per Firm Security not subject to Underwriting Discount and Non-accountable expense allowance: (before expenses): $ Free writing prospectus filed on December 9, 2016. ▇▇▇▇▇▇ ▇▇▇▇▇ Dr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇▇▇▇ ▇▇▇ Aella Ltd. Epizon Ltd. ▇▇. ▇▇▇▇▇▇ ▇. Mendolia ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇, III ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING] AND IS 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. Very truly yoursIf 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. SILENTIUM, LTD. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC 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 $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] W▇▇▇▇▇▇ ▇THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS 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. ▇▇▇▇▇▇▇▇ PresidentTHIS WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 20[XX] [CLOSING DATE, OR 180 DAYS FROM THE EFFECTIVE DATE IF NOT F-3 ELIGIBLE], (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.Silentium Ltd, a British Columbia corporation an Israeli company (the “Company”), up to ______ Common Shares ordinary shares (as subject to adjustment hereunder, the “Warrant Shares”), no par value, of the Company (the “Ordinary 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).

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. 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, MARPAI, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: MARPAI INC. – UNDERWRITING AGREEMENT Underwriter Total Number of Firm Units: t ● Shares to be Purchased Total Number of Class A Firm Units t ● Number of Class B Firm Units t Pre- Funded Warrants to be Purchased Number of Option Shares and/or to be Purchased if the Over- Allotment Option is Fully Exercised Number of Option Pre-Funded Warrants to be Purchased if the Over- Allotment Option is Fully Exercised ThinkEquity LLC Number of Firm Shares: [•] Number of Firm Pre-Funded Warrants: [•] Number of Option Shares: [•] Number of Option Pre-Funded 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 [•] Underwriting Discount per Warrant: $ t Price per Option Share: $ t Price $[•] Underwriting Discount 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 Allowance per Firm UnitShare: $ t [•] Proceeds to Company per Share (before expenses): $[•] Proceeds to Company per Pre-Funded Warrants: [•] Free writing prospectus filed with the Commission on [•], 2023. Written Testing-the-Waters Communications None.] [None.] W. List of Lock-Up Parties ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer Officer, Secretary and Director G▇▇▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer ▇▇▇▇▇ ▇▇▇▇▇▇ Chief Operating Officer ▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary JChairman of the Board of Directors ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Director ▇▇▇▇▇ ▇▇▇▇ Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇▇▇▇ Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇Director Other Stockholders: ▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Finger Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 2023 THIS PRE-FUNDED COMMON SHARE STOCK 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”) Issue Date and until this Warrant is exercised in full (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 of 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. 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, LAFAYETTE ENERGY CORP By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 $[•] [None.] [None.] W▇▇▇▇▇▇ ▇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 COMMENCEMENT 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. ▇▇▇▇▇▇▇▇ PresidentTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS AFTER THE COMMENCEMENT DATE. VOID AFTER 5:00 P.M., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS AFTER THE COMMENCEMENT DATE]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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 _____, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on ___________, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full 2030 [DATE THAT IS FIVE YEARS AFTER THE COMMENCEMENT DATE] (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Lafayette Energy Corp, a British Columbia Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Shares Stock, par value $0.0001 per share, of the Company (the “Common 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 below. Very truly yours, GENELUX CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THE BENCHMARK COMPANY LLC By: Name: Title: ThinkEquityUNDERWRITING AGREEMENT The Benchmark Company LLC [●] Brookline Capital Markets, a division of Fordham Financial ManagementArcadia Securities, Inc. Class ALLC [●] Total: Class B: [●] 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 potentially issuable pursuant to the option to purchase additional shares: 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 $[●] (7.0%) Non-accountable expense allowance per Firm UnitShare: $ t [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___(1.0%) 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 [●], 2022, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE OFFERING (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC, OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF BENCHMARK COMPANY LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[3]. VOID AFTER 5:00 P.M., EASTERN TIME, [●] 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)2027.

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. 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, EZFILL HOLDINGS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: THINKEQUITY LLC Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC 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 $[•] Proceeds to Company per Share (before expenses): $[•] None.] [. None.] W▇. The F▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ PresidentGroup, Chief Executive Officer and Director GInc SIF Energy LLC Jacob Sod Macmillan Holdings, Inc. Rensa LLC J▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer and Secretary J▇M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors VC▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director ▇▇ R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇A▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇L▇▇▇ ▇▇▇▇▇▇ Director 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) 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 OR 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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(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.EzFill Holdings, 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 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. Very truly yoursIf 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. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Title: Chief Financial Executive Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman TOTAL [● ] [● ] Number of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Firm Shares: _______ Initial Exercise Date: [●] ___, [●] Issue DateNumber of Option Shares: [●] ___, 20___ Public Offering Price per Firm Share: [●] Public Offering Price per Option Share: [●] Underwriting Discount per Firm Share: [●] Underwriting Discount per Option Share: [●] Non-Accountable Expense Allowance per Firm Share: [●] Non-Accountable Expense Allowance per Option Share: [●] [●] [ ] [ ] THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (the “Warrant”180) certifies thatDAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, for value receivedTRANSFER, _____________ or its assigns (the “Holder”) is entitledASSIGN, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthPLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF US TIGER SECURITIES, at any time on or after ________________INC., 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterEACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation (the “Company”IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E), up to ______ Common Shares OR (as subject to adjustment hereunderB) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, the “Warrant Shares”SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). The purchase price of one Common Share under this Warrant shall be equal to the Exercise PriceTHIS PURCHASE WARRANT IS EXERCISABLE AFTER THE CLOSING DATE, as defined in Section 2(b)VOID AFTER 5:00 P.M., EASTERN TIME, [●].

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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇S▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇Title: Supervisory Principal E▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant , division of Benchmark Investments, LLC Number of Firm Units: Number of Option Shares: _______ Initial Exercise DateNumber of Option Warrants: [●] ___, [●] Issue DatePublic Offering Price per Firm Unit: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Public Offering Price per Option Share and Option Warrant: Underwriting Discount per Firm Unit: Underwriting Discount per Option Share and Option Warrant: Proceeds to Company per Firm Unit (the “Warrant”) certifies that, for value received, _____________ or its assigns before expenses): Proceeds to Company per Option Share and Option Warrant (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): None.

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. 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, IMMURON LIMITED By: Name: W▇▇Th▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Er▇▇ ▇▇▇▇ Title: ThinkEquity, a division Head of Fordham Financial Management, Inc. Class A: Class B: Investment Banking/Underwritings PHARMAUST – Underwriting Agreement Underwriter Total Number of Firm Units: t ● Shares to be Purchased Total Number of Class A Firm Units t ● Warrants to be Purchased Number of Class B Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised Number of Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised Number of Firm Units t Shares: [•] Number of Firm 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 $[•] Proceeds to Company per Firm Security (before expenses): $[•] [None.] [None.] WTh▇▇▇▇ ▇▇▇▇▇▇▇ Je▇. ▇▇ ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director GDr Da▇ ▇▇▇▇▇ Ph▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary JPe▇▇▇ ▇▇▇▇▇▇▇ Dr. ▇▇▇▇▇ ▇▇▇▇▇ Pe▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Da▇▇▇▇ ▇▇▇▇▇▇▇ St▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇Ra▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇ 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) JO▇▇▇▇ ▇▇▇▇▇▇ Director & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF JO▇▇▇▇ ▇▇▇▇▇▇ & 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class ABy: Class BName: Title: 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 Expense Allowance per Firm UnitShare: $ t [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Non-accountable Expense Allowance per Option Share: $[●] Issue Date: [●] ___, 20___ None THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) REVERE SECURITIES, for value receivedLLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL LP OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE OF COMMENCMENT OF SALES 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE DATE OF COMMENCMENT OF SALES OF THE 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. 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, Foremost Lithium Resource & Technology Ltd. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC TOTAL 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 $[•] Proceeds to Company per Share (before expenses): $[•] [None.] [None.] W▇▇▇▇▇▇ ▇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) 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. ▇▇▇▇▇▇▇▇ PresidentTHIS 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., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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. 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, By: :____________________________ Name: W▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Managing Director Network 1 Financial Securities, Inc. Alexander Capital, L.P. 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): $ 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 of one Common Share under this Warrant shall be equal to the Exercise PriceTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO _____________________ 1. VOID AFTER 5:00 P.M., as defined in Section 2(b)EASTERN TIME, _____________________2.

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. Very truly yoursIf 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. BARENTSZ CAPITAL LIMITED By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer and 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementChief Executive Officer Cathay Securities, Inc. Class APublic Offering Price per Firm Share: Class BUnderwriting Discount per Firm Share: Number of Proceeds to Company per Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Share (before expenses): 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 [None.Issuer Free Writing Prospectus dated [ ], filed with the Securities and Exchange Commission on [ ] [None.] W(file number [ ]). ▇▇▇ Wing Y▇▇ ▇▇▇ Z▇▇▇ ▇▇▇ X▇▇▇▇▇▇ ▇. ▇ Z▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇▇▇ C▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇Cathay Securities, Inc. 4▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇, ▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant SharesNew York, New York 10005 Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___The undersigned understands that Cathay Securities, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Inc. (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 Barentsz Capital Limited, a business company with limited liability incorporated in the British Columbia corporation Virgin Islands (the “Company”), up to ______ Common Shares providing for the public offering (as subject to adjustment hereunder, the “Warrant Public Offering”) of Class A ordinary shares, par value $0.00001 per share, of the Company (the “Shares”). The purchase price 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 one Common Share under this Warrant shall be equal the Representative, the undersigned will not, during the period commencing on the date hereof and ending six (6) months from the date of the effective date of the Registration Statement on Form F-1 relating to the Exercise PricePublic Offering (the “Lock-Up Period”), as defined (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 Section 2(b)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.

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. 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, NUVECTIS PHARMA, INC. By: Name: W▇▇▇▇R▇▇ ▇. ▇▇▇▇▇▇▇▇ , 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityNUVECTIS PHARMA, a division of Fordham Financial Management, Inc. Class A: Class B: INC. – Underwriting Agreement ThinkEquity LLC TOTAL 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 Share (before expenses): $[•] [None.] [None.] W▇▇▇▇▇▇ ▇[ ] 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) 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. ▇▇▇▇▇▇▇▇ PresidentTHIS 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., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityOn behalf of each of the Underwriters [SIGNATURE PAGE] ACASTI PHARMA INC. – UNDERWRITING AGREEMENT The Benchmark Company, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Securities, Inc. None. List of the Board of Directors V▇▇▇▇▇ ▇Lock-Up Parties [ ] THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: THIS PURCHASE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, EXERCISED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE. THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THE BENCHMARK COMPANY, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESALE RESTRICTIONS IN CANADA PURSUANT TO THE PROVISIONS OF APPLICABLE CANADIAN SECURITIES LAWS AND CERTAIN RESTRICTIONS UPON TRANSFER PURSUANT TO THE TERMS HEREOF. UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT BEFORE [●] ___], 2018. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [•], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [●] 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)2022.

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. Very truly yoursIf 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. CBL INTERNATIONAL LIMITED By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityPacific Century Securities, a division of Fordham Financial Management, Inc. Class A: Class B: LLC [___] TOTAL [___] 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 Share (before expenses): $[None.__] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date] Pacific Century Securities, LLC Ladies and Gentlemen: [●] ___The undersigned understands that Pacific Century Securities, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT 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 CBL International Limited, a British Columbia corporation Cayman Islands company (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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Underwriter Total Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Shares to be Purchased Number of Option Shares and/or to be Purchased if the Over-Allotment Option Pre-Funded Warrantsis Fully Exercised ThinkEquity LLC. TOTAL Number of Firm Shares: t [●] Number of Option WarrantsShares: 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 $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] W▇▇▇▇▇ThinkEquity LLC 1▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman , 41st Floor New York, New York 10004 As Representative of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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 Vitro Biopharma, 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 (as subject to adjustment hereunder, the “Warrant Public Offering”) of shares of common stock, par value $0.001 per share, of the Company (the “Common Shares”). The purchase price 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 one the Representative, the undersigned will not, during the period commencing on the date hereof and ending twelve (12) months after the date of the Underwriting Agreement relating to the Public Offering in the case of the Company’s directors and officers and six (6) months after the date of the Underwriting Agreement in the case of any other holder of outstanding securities (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Share 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. 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 this Warrant Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be equal 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 Exercise Priceforegoing 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 [90]th 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 2(b13(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. (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up 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 such material news or material event, as applicable, unless the Representative waives, in writing, such extension.

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. 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, AMERICAN REBEL HOLDINGS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇E▇ ▇▇▇▇▇▇▇▇▇▇ Chairman , division of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇Benchmark Investments, LLC Name: Title: 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) E▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇, 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 E▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___▇, [●] Issue Date: [●] ___DIVISION OF BENCHMARK INVESTMENTS, 20___ LLC 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 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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, By: __________________________ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 $[None.●] Proceeds to Company per Share (before expenses): $[None.●] WThe 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. Free writing prospectus filed with the SEC on [ ], 2018 1. M▇▇▇▇▇ ▇▇▇▇▇ 2. N▇▇▇ ▇▇▇▇▇▇ 3. D▇▇▇▇ ▇▇▇▇▇▇▇ 4. R▇▇▇▇▇ ▇▇▇▇▇▇ 5. C▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 6. M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 7. B▇▇▇▇ ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ 8. C▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 9. A▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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).Fund

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. 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, T20 Holdings Ltd. By: Name: WG▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇E▇ ▇▇▇▇▇▇▇▇▇▇ Chairman , division of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇Benchmark Investments, LLC Name: Title: E▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇, division of Benchmark Investments, LLC [●] [●] TOTAL [●] [●] Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per Firm Share: $[●] Public Offering Price per Option Share: $[●] Underwriting Discount per Firm Share: $[●] Underwriting Discount per Option Share: $[●] Proceeds to Company per Firm Share (before expenses): $[●] Proceeds to Company per Option Share (before expenses): $[●] [LINK TO BE FILED TO BE INSERTED] [TO BE INSERTED] [TO INCLUDE OFFICERS, DIRECTORS AND 10% HOLDERS] [●] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS 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 (DEFINED BELOW) TO ANYONE OTHER THAN (I) E▇ ▇▇▇▇▇▇, 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, AFFILIATE OR ASSOCIATED PERSON OF E▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___▇▇▇▇▇▇, [●] Issue Date: [●] ___DIVISION OF BENCHMARK INVESTMENTS, 20___ LLC 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 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, M▇▇▇ GROUP, INC. By: Name: WM▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director & CO., LLC. Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking/Underwritings Underwriter Total Number of Firm Shares and Firm Warrants to be Purchased Number of Additional Shares and Additional Warrants to be Purchased if the Over-Allotment Option is Fully Exercised J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC. Axiom Capital Management, Inc. TOTAL Number of Firm Shares and Firm Warrants: [•] Number of Option Shares and Option Warrants: [•] Public Offering Price per Share: $[•] Public Offering Price per Warrant: $ [●] Underwriting Discount (expressed as a percentage of the public offering price: $[•] Underwriting Non-accountable expense allowance: $[•] Proceeds to Company per one Share and one Warrant (before expenses): $[•] [None.] [None.] 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) J▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF J▇▇▇▇▇ ▇▇▇▇▇▇ & 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., 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___ 2016 (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.M▇▇▇ Group, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, $0.0001 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, NEPHROGENEX, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. 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 $[•] Proceeds to Company per Share (before expenses): $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t $[•] [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, PROFESSIONAL DIVERSITY NETWORK, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: [COMPANY] – UNDERWRITING AGREEMENT Aegis Capital Corp. 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 Accountable expense allowance per Firm UnitShare: $ t $[None.•] Proceeds to Company per Share (before expenses): $[•] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value receivedOR (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 [ ] [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., _____________ or its assigns (the “Holder”) is entitledEASTERN TIME, 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)[ ] [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS].

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, SG BLOCKS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class BPricing Information Number of Firm Shares: Number of Firm UnitsOption 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 Share/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 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 [Share (before expenses): Free Writing Prospectus, dated [ ] None.] [None.] W▇▇ 1. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇ 2. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 3. ▇▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇▇ 4. ▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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, 1347 PROPERTY INSURANCE HOLDINGS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementAegis Capital Corp EarlyBirdCapital, Inc. Class A: Class B: 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 $[•] Proceeds to Company per Share (before expenses): $[•] Free Writing Prospectus filed with the SEC on January 21, 2014. None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, HILLSTREAM BIOPHARMA, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC 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: $ t $[•] Public Offering Price per Class B Firm Unit: $ t Exercise Price per Pre-Funded Warrant: $ t Exercise Price $[•] Underwriting Discount per Warrant: $ t Price per Option Share: $ t Price $[•] Underwriting Discount per Option Pre-Funded Warrant: $ t Price $[•] Underwriting non-accountable expense allowance 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 non-accountable expense allowance per Option Pre-Funded Warrant: $ t Underwriting Discount $[•] Proceeds to Company per Option Warrant: $ t NonShare (before expenses and non-accountable expense allowance allowance): $[•] Proceeds to Company per Firm Unit: $ t Pre-Funded Warrant (before expenses and non-accountable expense allowance): $[None.•] [None.] WNone. R▇▇▇▇ ▇▇▇▇▇ L▇▇▇▇▇▇ ▇. ▇▇▇▇ L▇▇▇▇ ▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director GHighpoint Pharmaceuticals LLC Kufe LLC D▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary JS▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director [Attached hereto] 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) 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 OR 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 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.Hillstream BioPharma, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Shares Stock”), 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. 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, TRANSCODE THERAPEUTICS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC TOTAL 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 Price per Class A Firm UnitShare: $ t $[•] Public Offering Price per Class B Firm UnitPre-funded Warrant: $ t Exercise Price $[•] Underwriting Discount per Share: $[•] Underwriting Discount per Pre-Funded funded Warrant: $ t Exercise Price $[•] Proceeds to Company per Warrant: $ t Price Share (before expenses): $[•] Proceeds to Company 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 funded Warrant (before expenses): $[•] None. None.] [None.] W 1. R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2. T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 3. P▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G 4. E▇▇▇ ▇▇▇▇▇▇▇ Chief Financial Officer and Secretary J5. M▇▇▇▇ ▇▇▇▇▇▇▇ 6. Z▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇7. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇A▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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) 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 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.TransCode Therapeutics, 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. 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, VENU HOLDING CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC. TOTAL 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 UnitShare: $ t $[●] Underwriting Discount per Class B Firm UnitShare – Company introduced investors: $ 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 $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] W▇▇▇▇▇▇ ▇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) 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. ▇▇▇▇▇▇▇▇ PresidentTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [____________, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇2025] VOID AFTER 5:00 P.M., EASTERN TIME, [__________, 2029]. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 2025 (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.Venu Holding Corporation, a British Columbia Colorado corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Shares Stock, par value $0.001 per share, of the Company (the “Common 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. 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, SURGIVISION, INC. By: Name: WTitle: Accepted on the date first above written. CANACCORD GENUITY INC., as Underwriter and as Representative of the several Underwriters By: Name: Title: ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial ManagementLLC NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE 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, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT AS AMENDED (the 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 “CompanySECURITIES ACT”), up to ______ Common Shares 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 COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. 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 (as subject to adjustment hereunder1) YEAR FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (i) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), the “Warrant Shares”)OR (ii) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH UNDERWRITER OR SELECTED DEALER WHO AGREES TO BE BOUND BY A LOCKUP AGREEMENT. The purchase price of one Common Share under this Warrant shall be equal to the Exercise PriceTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, as defined in Section 2(b).[DATE THAT IS FIVE (5) YEARS FROM THE DATE OF THE PROSPECTUS]. COMMON STOCK PURCHASE WARRANT

Waiver, etc. The failure of any of the parties hereto to at any time to 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. 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, VIVEVE MEDICAL, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. : A. G.P./ALLIANCE GLOBAL PARTNERS By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ PresidentTitle: Managing Director, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Investment Banking Number of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Common Shares: _______ Initial Exercise DateNumber of Preferred Shares: [●] ___, [●] Issue DateNumber of Option 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 Public Offering Price per Common Share: Public Offering Price per Preferred Share: Underwriting Discount per Common Share: Underwriting Discount per Preferred Share: Proceeds 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 Company per Common Share under this Warrant shall be equal (before expenses): Proceeds to the Exercise Price, as defined in Section 2(b).Company per Preferred Share (before expenses):

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. If the foregoing correctly sets forth the understanding between the 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, By: Name: WJ. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself as Underwriter: By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as Director of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule Investment Banking Network 1 hereto: A Division of Fordham Financial ManagementSecurities, Inc. By[*] [*] [*] [*] [*] TOTAL: Name: Title: ThinkEquity[*] Per Share Minimum Maximum Written Testing-the-Waters Communications List of Lock-Up Parties [Form of Lock-Up Agreement] [●], a division of Fordham 2017 Network 1 Financial ManagementSecurities, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇Galleria, Penthouse ▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇, ▇▇ ▇▇▇▇▇▇ Director Warrant SharesLadies and Gentlemen: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PREThis Lock-FUNDED COMMON SHARE PURCHASE WARRANT Up Agreement (this “Agreement”) is being delivered to Network 1 in connection with the proposed Underwriting Agreement (the “WarrantUnderwriting Agreement”) certifies thatbetween Genprex, 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.Inc., a British Columbia Delaware corporation (the “Company”), up and Network 1 Financial Securities, Inc. (“Network 1”), as underwriter (the “Underwriter”), and the other parties thereto (if any), relating to ______ the proposed initial public offering (the “Offering”) of shares of common stock, par value $0.001 per share (the “Common Shares Stock ”), of the Company. In order to induce Network 1 to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of this Agreement through and including the date that is the 180th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of Network 1, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock now owed or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as subject amended, and as the same may be amended or supplemented on or after the date hereof from time to adjustment hereundertime (the “Securities Act”) (such shares, the “Warrant Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage in any short selling of the Common Stock. The purchase price of one Common Share under this Warrant undersigned acknowledges and agrees that any sales after the Lock-Up Period shall be equal conducted in connection with a registration statement or an exemption from registration and that the Company will analyze such exemptions with reference to the Exercise PriceUndersigned’s status as an affiliate or non-affiliate of the Company as provided by Rule 144. If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up 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 such material news or material event, as applicable, unless the Underwriter waives, in writing, such extension; provided, however, that this extension of the Lock-Up Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the Emerging Growth Company or its shareholders after the initial public offering date. If the undersigned is an officer or director of the Company, (i) Network 1 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 Common Stock, Network 1 will notify the Company of the impending release or waiver, and (ii) 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 business days before the effective date of the release or waiver. Any release or waiver granted by Network 1 hereunder to any such officer or director shall only be effective two 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 letter to the extent and for the duration that such terms remain in effect at the time of the transfer. The restrictions set forth in the immediately preceding paragraph shall not apply to: (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned, (c) as a bona fide gift to a charity or educational institution, or (d) if the undersigned is or was an officer, director or employee of the Company, to the Company pursuant to the Company’s right of repurchase upon termination of the undersigned’s service with the Company; (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value; (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value; (4) the exercise by the undersigned of any stock option(s) issued pursuant to the Company’s existing stock option plans, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (5) the exercise by the undersigned of any warrant(s) issued by the Company prior to the date of this Agreement, including any exercise effected by the delivery of shares of Common Stock of the Company held by the undersigned; provided, that, the Common Stock received upon such exercise shall remain subject to the restrictions provided for in this Agreement; (6) the occurrence after the date hereof of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of 100% of the voting securities of the Company, (b) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company, (c) the Company sells or transfers all or substantially all of its assets to another person, or (d) provided, that, the Common Stock received upon any of the events set forth in clauses (a) through (c) above shall remain subject to the restrictions provided for in this Agreement; (7) transfers consented to, in writing by Network 1; provided, however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that (A) the transferee executes and delivers to Network 1, acting on behalf of the Underwriter, not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Network 1, and (B) if the undersigned is required to file a report under Section 2(b16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value or, in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value. In addition, the restrictions set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange Act after the date hereof, provided that (i) a copy of such plan is provided to Network 1 promptly upon entering into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement is terminated in accordance with its terms. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act; (8) the exchange or conversion by the undersigned of any securities exchangeable for or convertible into shares of Common Stock; provided, that, the Common Stock received upon such exchange or conversion shall remain subject to the restrictions provided for in this Agreement; and (9) Transfers of shares of Common Stock in connection with transactions relating to shares of Common Stock acquired in open market transactions after the completion of the 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. 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, SACHEM CAPITAL CORP. By: Name: W▇▇▇J▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Co-Chief Executive Officer By: Name: J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Co-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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇E▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇Title: Head of Investment Banking/Underwritings J▇▇▇▇▇ ▇▇▇▇▇▇ Director & Co., LLC. [ ● ] [ ● ] TOTAL [ ● ] [ ● ] Number of Firm Shares: [ ● ] Number of Option Shares: [ ● ] Public Offering Price per Share: $[ ● ] Underwriting Discount per Share: $[ ● ] Proceeds to Company per Share (before expenses): $[ ● ] Underwriting Non-accountable expense allowance per Share: $[ ● ] [None.] [None.] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE WARRANT SHARES (DEFINED BELOW) FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) J▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF J▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ● ], 2018. VOID AFTER 5:00 P.M., EASTERN TIME, [ ● ], 2022. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT This Warrant to Purchase Common Shares (the “Warrant”) certifies that, for value received, _____________ or its permitted 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___ 2018 (the “Initial Exercise Date”) and until this Warrant is exercised and, in full accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on [ ● ], 2022 (the “Termination Date”), which is five (5) years following the Effective Date but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Sachem Capital Corp., a British Columbia New York corporation (the “Company”), up to ______ Common Shares Shares, par value $0.001 per share, of Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. 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. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Securities, Inc. By: Name: Title: On behalf of each of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director CUnderwriters AMEDICA CORPORATION—UNDERWRITING AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Securities, Inc. Number of Units: [—] Number of Firm Shares included in the Units: [—] Number of Firm Warrants included in the Units: [—] Shares underlying Firm Warrants: [—] Number of Option Units: [—] Number of Option Shares: _______ Initial Exercise Date[—] Number of Option Warrants: [●—] ___, [●] Issue DateShares underlying Option Warrants: [●—] ___, 20___ THIS PREPublic Offering Price per Unit (including Option Units): $[—] Underwriting Discount per Unit: $[—] Underwriting Non-FUNDED COMMON SHARE PURCHASE WARRANT accountable expense allowance per Unit: $[—] Proceeds to Company per Unit (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): $[—] None.

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. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative Representatives of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityOn behalf of each of the Underwriters By: Name: Title: On behalf of each of the Underwriters The Benchmark Company, a division of Fordham Financial LLC [●] [●] Axiom Capital Management, Inc. Class A[●] [●] Total: Class B: [●] [●] 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 $[●] (7% per Option Pre-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Share) Non-accountable expense allowance Accountable Expense Allowance per Firm UnitShare: $ t $[●] (1% per Share) None.] . THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [None.] W▇▇▇▇▇▇ ▇●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY LLC, AXIOM CAPITAL MANAGEMENT, INC. ▇▇▇▇▇▇▇▇ PresidentOR AN UNDERWRITER OR SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇OR (II) THE OFFICERS OR PARTNERS, REGISTERED PERSONS OR AFFILIATES OF THE BENCHMARK COMPANY LLC, AXIOM CAPITAL MANAGEMENT, INC. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER, IN EACH CASE IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1); OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023, WHICH IS THE COMMENCEMENT DATE OF SALES IN THE COMPANY’S INITIAL PUBLIC OFFERING, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(E)(2). Warrant Shares: _______ [●] Initial Exercise Date: [●] ___], [●] 2023 Issue Date: [●] ___], 20___ 2023 THIS PRE-FUNDED COMMON SHARE ORDINARY SHARES PURCHASE WARRANT (the “”Warrant”) certifies that, for value received, _____________ [●] or its assignees assigns (the “”Holder”) is are 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 is exercised in full on or prior to 5:00 p.m. (New York City time) on [●], 2028 (the “”Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.WF International Limited, a British Columbia corporation Cayman Islands exempted company with limited liability (the “”Company”), up to ______ Common [●] Ordinary Shares (as defined below)(as subject to adjustment hereunder, the “”Warrant Shares”). The purchase price of one Common Ordinary 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, By: __________________________ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 Unit: $ t [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Proceeds to Company per Share (before expenses): $[●] Issue Date: [●] ___Free writing prospectus filed with the SEC on [ ], 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).2018

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. 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, SCORPIUS HOLDINGS, INC. By: ___________________________ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. THINKEQUITY LLC By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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 Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking ThinkEquity LLC Number of Firm Shares: [_] Number of Firm Pre-Funded Warrants: [_] Number of Option Shares: [•] Number of Option Pre-Funded Warrants: [•] Public Offering Price per Share: $[_] Public Offering Price per Pre-Funded Warrant: $[_] Underwriting Discount per Share: $[_] Underwriting Discount per Pre-Funded Warrant: $[_] Proceeds to Company per Share (as subject before expenses): $[_] Proceeds to adjustment hereunderCompany per Pre-Funded Warrant (before expenses): $[_] [Free writing prospectus filed with the Commission on [•], the “Warrant Shares”)2024./ None] None. 1. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).▇▇▇▇▇▇▇ ▇▇▇▇ 2. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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. 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, M▇▇▇ GROUP, INC. By: Name: WM▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director & CO., LLC. Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking/Underwritings J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., LLC. TOTAL Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None.] [None.] 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) J▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF J▇▇▇▇▇ ▇▇▇▇▇▇ & 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARE PURCHASE WARRANT STOCK (the “Warrant”) certifies that, for value received, _____________ J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., 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___ 2016 (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.M▇▇▇ Group, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, $0.0001 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. 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, LQR HOUSE INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division division of Fordham Financial ManagementBenchmark Investments, Inc. LLC By: Name: Title: ThinkEquityTHE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, a division of Fordham Financial ManagementAGREES THAT IT WILL NOT SELL, Inc. Class A: Class B: Number of Firm Units: t ● Number of Class 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 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇, 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 ▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___DIVISION OF BENCHMARK INVESTMENTS, 20___ LLC 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 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 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: : A. G.P./ALLIANCE GLOBAL PARTNERS Underwriter Total Number of Firm Units: t ● Number of Class A Firm Units t ● Number of Class B Firm Units t Securities to be Purchased Number of Option Shares and/or Shares/Option Pre-Funded Warrants: t Number of Warrants to be Purchased if the Over- Allotment 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman is Fully Exercised by the Representative TOTAL i) as a bona fide gift or gifts; ii) to any immediate family member or to any trust for the direct or indirect benefit of the Board undersigned or the immediate family of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___the undersigned (for purposes of this Letter Agreement, [●] Issue Date: [●] ___“immediate family” shall mean any relationship by blood, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT marriage or adoption, not more remote than first cousin); iii) to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned; iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the “Warrant”undersigned or (b) certifies thatin the form of a distribution to limited partners, for value receivedlimited liability company members or stockholders of the undersigned; v) if the undersigned is a trust, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthbeneficiary of such trust; or vi) by will, at any time on other testamentary document 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 intestate succession to the Exercise Pricelegal representative, as defined in Section 2(b)heir, beneficiary or a member of the immediate family of the undersigned.

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. 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, BRICKTOWN RESTAURANT GROUP, INC. By: Name: W▇.▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: Head of Investment Banking ThinkEquity, a division A Division of Fordham Financial Management, Inc. Class A: Class B: 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 [● ] Proceeds to Company per Share (before expenses): $ [● ] [None.] [None.] W▇▇▇▇▇▇ ▇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) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. ▇▇▇▇▇▇▇▇ PresidentOR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇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. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 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 Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Bricktown Restaurant Group, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock, 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. 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, ANNOVIS BIO, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: . Sch.1-1 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 $[·] Proceeds to Company per Share (before expenses): $[·] [None.] [None.] W▇▇▇▇▇▇ ▇Sch.2-1 [To be completed by the Company.] Sch.3-1 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 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. ▇▇▇▇▇▇▇▇ PresidentTHIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ].(1) VOID AFTER 5:00 P.M., Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director EASTERN TIME, [ ].(2) Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 2020 (the “Initial Exercise Date”) and until this Warrant is exercised and, in full accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the date of the Underwriting Agreement (as defined below), but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.Annovis Bio, Inc., a British Columbia Delaware corporation (the “Company”), up to ______ shares of Common Shares Stock(4), 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 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, By: Name: W▇▇▇M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇E▇ ▇▇▇▇▇▇▇▇▇▇ Chairman , division of the Board Benchmark Investments, LLC [●] [●] TOTAL [●] [●] Number of Directors V▇▇▇▇▇ ▇Firm Shares: [__] Number of Option Shares: [__] Public Offering Price per Firm Share: $[__] Public Offering Price per Option Share: $[__] Underwriting Discount per Firm Share: $[__] Underwriting Discount per Option Share: $[__] Proceeds to Company per Firm Share (before expenses): $[__] Proceeds to Company per Option Share (before expenses): $[__] None. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director [____________] 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. Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE ]1 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. 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, HIGH ROLLER TECHNOLOGIES, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: THINKEQUITY LLC Name: Title: ThinkEquity, a division Number of Fordham Financial Management, Inc. Class A: Class BFirm Shares: Number of Firm UnitsOption 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 Proceeds to Company per Share (before expenses): $ [None.] [None.] W▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇▇▇▇ ▇▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇▇ Director C▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Cascadia Holdings Limited OEH Invest AB Happy Hour Entertainment Holdings Ltd. Spike Up Media A.B. EBA Holdings LLC LABA Equity LLC JDF Investment Company LLC 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) 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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___ 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.High Roller Technologies, 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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ PresidentTitle: Supervisory Principal Number of Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: $[●] Non-accountable Expense Allowance per Share: $[●] [●] None [●], Chief Executive Officer and Director G▇2024 ▇▇ ▇▇▇▇▇▇ Chief Financial Officer and Secretary JLLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 39th Floor New York, New York 10022 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: As an inducement to the underwriters, for which ▇▇ Chairman of the Board of Directors V▇▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇LLC is acting as representative (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of ordinary shares (the “Ordinary Shares”), of ▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PREBio-FUNDED COMMON SHARE PURCHASE WARRANT Technology Holdings Limited and any successor (the “Warrant”by merger or otherwise) 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 thereto (the “Company”), up the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to ______ Common sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (as subject including Ordinary Shares which may be deemed to adjustment hereunderbe beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the “Warrant registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares”); or (4) publicly disclose the intention to do any of the foregoing. The purchase price undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of one Common Share under the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Warrant shall be equal Agreement and continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Exercise PriceUnderwriting Agreement. If the undersigned is an officer or director of the Company, as defined (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in Section 2(b)connection with a transfer of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a 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 both (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 letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

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, COLLABRX, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. AEGIS CAPITAL CORP. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. Number of Firm UnitsSecurities: t ● [•] Number of Class A shares of Common Stock underlying the Firm Units t ● Securities: [•] Number of Class B Warrants underlying the Firm Units t Securities: [•] Number of Option Shares and/or Option Pre-Funded WarrantsSecurities: t [•] Number of shares of Common Stock underlying the Option WarrantsSecurities: t [•] Number of Warrants underlying the Option Securities: [•] Warrant exercise price: [•] 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 $[•] 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 UnitSecurity: $ t $[None.•] Proceeds to Company per Security (before expenses): $[•] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, ON TRACK INNOVATIONS LTD By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇/s/ O▇▇▇ ▇▇▇▇▇▇ Name: O▇▇▇ ▇▇▇▇▇▇ Title: CEO and Chairman of the Board of Directors Accepted on the date first above written. R▇▇▇▇▇ & R▇▇▇▇▇▇, LLC As Representative of the Underwriters By: /s/ J▇▇▇ ▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇ Title: Sr. Managing Director Warrant Shares: _______ Initial Exercise Date: [●] ___THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, [●] Issue Date: [●] ___AGREES THAT IT WILL NOT SELL, 20___ TRANSFER OR ASSIGN THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (the “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) R▇▇▇▇▇ & R▇▇▇▇▇▇, 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 R▇▇▇▇▇ & R▇▇▇▇▇▇, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthLLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO FEBRUARY 8, at any time on or after ________________2012. VOID AFTER 5:00 P.M. EASTERN TIME, 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafterFEBRUARY 8, 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)2016.

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. 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, OASMIA PHARMACEUTICAL AB By: Name: W▇J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] WLadenburg T▇▇▇▇▇▇▇ & Co. Inc. Aegis Capital Corp. [ = ] Number of Firm ADSs: Number of Option ADSs: Public Offering Price per ADS: $ Underwriting Discount per ADS: $ Number of Firm Warrants: Number of Option Warrants: Warrant Exercise Price: Public Offering Price per ADS Warrant: $0.01 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. None. Alceco International S.A. Nexttobe AB J▇. ▇▇▇▇ ▇▇▇▇▇▇▇ B▇ ▇▇▇▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director GH▇▇▇ ▇▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇ J▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary JA▇▇▇▇▇ L▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ E▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇A▇▇▇▇▇ ▇▇▇▇ Director CH▇▇▇▇ ▇▇▇▇▇▇ A▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Director RH▇▇▇ ▇▇▇▇▇▇▇▇▇ L▇▇▇ ▇▇▇▇▇▇▇▇▇ Ladenburg T▇▇▇▇▇▇▇ & Co. Inc. 5▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant 11th Floor New York, NY 10022 As Representative of the Several Underwriters Re: Initial Public Offering in the United States of Oasmia Pharmaceutical AB Ladies and Gentlemen: The undersigned, an officer, director or holder of 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(b16 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: (a) transfers of Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares (i) as a bona fide gift, or gifts, (ii) to an immediate family member, an immediate family member of a domestic partner or a trust for the direct or indirect benefit of the undersigned, a domestic partner or an immediate family member, or (iii) by will or intestacy; (b) transfers of Ordinary Shares to the Company (i) as forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise of equity awards granted pursuant to the Company’s equity incentive plans, or (ii) pursuant to a net exercise or cashless exercise by the stockholder of outstanding equity awards pursuant to the Company’s equity incentive plans; (c) transfers of the Ordinary Shares or any security convertible into or exercisable for the Ordinary Shares or the Ordinary Shares to any corporation, partnership, limited liability company or other business entity, all of the beneficial ownership interests of which are held exclusively by the holder, domestic partner and/or one or more family members of the holder or the holder’s domestic partner in a transaction not involving a disposition for value; (d) securities transferred to one or more affiliates of the holder and distributions of securities to partners, members or shareholders of the holder; (e) a private sale of Ordinary Shares (and not American Depositary Shares) to accredited investors within the meaning of Regulation D under the Securities Act, provided that any such sale is exempt from registration under, or not subject to, the Securities Act and not conducted as an open market sale, no public announcement thereof is made or required, the purchaser has agreed to be bound by the lock-up restrictions set forth herein and the Company has informed the Representative in writing of the material terms of the transaction (including the transferee and price).; (f) transactions relating to the Ordinary Shares acquired in open market transactions after the completion of the Offering; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares acquired in such open market transactions; (g) the establishment of a trading plan that complies with Rule 10b5-1 under the Exchange Act; provided, however, that (i) the restrictions shall apply in full force to sales or other dispositions pursuant to such Rule 10b5-1 plan during the Lock-Up Period and (ii) no public announcement or disclosure of entry into such Rule 10b5-1 plan is made or required to be made, including any filing with the SEC under Section 13 or Section 16 of the Exchange Act; (h) any shares purchased by the holder in this offering; or (i) securities transferred pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Ordinary Shares or the Ordinary Shares and involving a change of control;

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, SHINECO, INC. By: Name: W▇Y▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇D▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director R▇▇Name: D▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Title: Chief Executive Officer Bonwick Capital Partners, LLC. Network 1 Financial Securities, Inc. Number of Placement Shares: _______ Initial Exercise Date[•] Public Offering Price per Share: $[●•] ___, Underwriting Discount per Share: $[●•] Issue DateUnderwriting Non-accountable expense allowance per Share: $[●•] ___, 20___ Proceeds to Company per Share (before expenses): $[•] [None.] [None.] THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE 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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 Expense Allowance per Firm UnitShare: $ t $[None.●] [None.●] W▇▇▇None [●], 2023 Revere Securities, LLC ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares▇▇▇▇ Floor New York, NY 10019 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___As an inducement to the underwriters, [●] Issue Date: [●] ___for which Revere Securities, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT LLC is acting as representative (the “WarrantRepresentative”) certifies that), for value received, _____________ or its assigns to execute 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___ providing for a public offering (the “Initial Exercise DateOffering”) and until this Warrant is exercised in full of ordinary shares (the “Termination DateOrdinary Shares”), of ▇▇▇▇▇ ▇▇▇▇ Bio-Technology Holdings Limited and any successor (by merger or otherwise) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp., a British Columbia corporation thereto (the “Company”), up the undersigned hereby agrees that without, in each case, the prior written consent of the Representative during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to ______ Common sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Ordinary Shares (as subject including Ordinary Shares which may be deemed to adjustment hereunderbe beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the “Warrant registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares”); or (4) publicly disclose the intention to do any of the foregoing. The purchase price undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of one Common Share under the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Warrant shall be equal Agreement and continue and include the date six (6) months from the commencement of the Company’s first day of trading on the Nasdaq Capital Market pursuant to the Exercise PriceUnderwriting Agreement. If the undersigned is an officer or director of the Company, as defined (i) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in Section 2(b)connection with a transfer of Ordinary Shares, the Representative will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a 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 both (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 letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

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 noncompliance 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. Very truly yours, SCOPUS BIOPHARMA INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityUnderwriters Firm Shares Firm Shares Purchase Price The Benchmark Company [●] $ [●] J▇▇▇▇▇ ▇▇▇▇▇▇ & Co., a division of Fordham Financial Management, Inc. Class LLC [●] Total [●] None. R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ A: Class B: 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 [None.] [None.] W▇▇▇▇▇ ▇. S▇▇▇▇▇▇▇▇▇ ▇▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇▇ J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇D▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, [●] Issue Date: [●] ___AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, 20___ TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180 DAYS) BEGINNING ON THE DATE OF COMMENCEMENT OF SALES. 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”)OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE CLOSING DATE. 1. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)Purchase Option.

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. 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, WHITESMOKE, INC. By: Name: W▇Title: Accepted on the date first above written. R▇▇▇▇▇ ▇. & R▇▇▇▇▇▇▇▇ Title: President , LLC For itself 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 listed in Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇hereto R▇▇▇▇▇ ▇. & R▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ LLC Name: Title: THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE OPTION (“PURCHASE OPTION”) BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) R▇▇▇▇▇ Chief Financial Officer and Secretary J& R▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF R▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇&RENSHAW, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO _______ 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[DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, 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)[DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS].

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. 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, SACHEM CAPITAL CORP. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director & CO., LLC. Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking/Underwritings Number of Firm Shares: [•] Number of Option Shares: [•] Public Offering Price per Share: $[•] Underwriting Discount per Share: $[•] Underwriting Non-accountable expense allowance per Share: $[•] Proceeds to Company per Share (before expenses): $[•] [None.] [None.] THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE WARRANT SHARES (DEFINED BELOW) FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) J▇▇▇▇▇ ▇▇▇▇▇▇ & CO., LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED BELOW), OR (II) A BONA FIDE OFFICER OR PARTNER OF J▇▇▇▇▇ ▇▇▇▇▇▇ & 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT This Warrant to Purchase Common Shares (the “Warrant”) certifies that, for value received, _____________ or its permitted 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__201_ (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 Sachem Capital Corp., a British Columbia New York corporation (the “Company”), up to ______ Common Shares Shares, par value $0.001 per share, of Company (as subject to adjustment hereunder, the “Warrant Shares”), as subject to adjustment hereunder. 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. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Title: Chief Compliance Officer On behalf of each of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director RUnderwriters W▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: Capital, LLC 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) WALLACHBETH CAPITAL, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF WALLACHBETH CAPITAL, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO NOVEMBER [●] ___], 2020. VOID AFTER 5:00 P.M., EASTERN TIME, [●] 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)2024.

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, HEAT BIOLOGICS, INC. By: Name: W▇Je▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. A.G.P./ALLIANCE GLOBAL PARTNERS By: Name: Th▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: ThinkEquityManaging Director, a division of Fordham Financial Management, Inc. Class A: Class B: Investment Banking Underwriter Total Number of Firm Units: t ● Shares to be Purchased Total Number of Class A Firm Units t ● Warrants to be Purchased Number of Class B Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised by 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 Arcadia Securities Maxim Group LLC SCHEDULE 2-A Pricing Information Number of Firm Units t Shares: [•] Number of Firm Warrants: [•] 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 [•] Firm Warrant Exercise Price per WarrantPrice: $ 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 [•] Proceeds to Company per Firm Unit: $ t Share (before expenses): [•] Proceeds to Company per Firm Warrant (before expenses): [•] None.] [None.] W. Je▇▇▇▇▇ ▇▇▇▇ Je▇▇ ▇▇▇▇▇▇▇▇, Ph.D. Wi▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇Jo▇▇ ▇▇▇▇▇▇▇, Ph.D. Ed▇▇▇▇ Chief Financial Officer and Secretary J▇. ▇▇▇▇▇, III Jo▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, Ph.D. A.G.P./Alliance Global Partners 59▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Director R▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Director Warrant SharesLadies 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 1 to the Underwriting Agreement (the “Underwriters”) of shares of common stock, par value $0.0002 per share, of the Company (the “Shares”)) and warrants to purchase shares of common stock. 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, NORTHWEST BIOTHERAPEUTICS, INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: AEGIS CAPITAL CORP. Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 $[None.•] Proceeds to Company per Share (before expenses): $[•] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value receivedOR (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 [ ], _____________ or its assigns (the “Holder”) is entitled2013 [DATE THAT IS ONE YEAR AFTER DATE OF EFFECTIVENESS]. VOID AFTER 5:00 P.M., upon the terms and subject to the limitations on exercise and the conditions hereinafter set forthEASTERN TIME, at any time on or after ________________[ ], 20___ (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter2017 [DATE THAT IS FIVE YEARS AFTER DATE OF EFFECTIVENESS]. NORTHWEST BIOTHERAPEUTICS, 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. Very truly yours, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquityThe Benchmark Company, LLC BROOKLINE CAPITAL MARKETS a division of Fordham Financial ManagementArcadia Securities, Inc. Class ALLC Total: Class B: 000 ,000 000 ,000 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 Share (with accompanying 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Proceeds to Company per Firm Share (with accompanying Firm Warrant) (before expenses): $[●] 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. ​ 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, By: ​ ​ Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: ​ ​ Name: Title: ThinkEquity[SIGNATURE Page] LIRUM Therapeutics, a division of Fordham Financial Management, Inc. Class A: Class B: INC. — Underwriting Agreement ​ Underwriter ​ ​ Total Number of Firm Units: t ● Shares ​ ​ Total Number of Class A Firm Units t ● Number of Class B Firm Units t Pre-Funded Warrants ​ ​ Number of Option Shares and/or ​ ​ Number of Option Pre Funded Warrants ​ ThinkEquity LLC ​ ​ ​ ​ [•] ​ ​ ​ ​ ​ [•] ​ ​ ​ ​ ​ [•] ​ ​ ​ ​ ​ [•] ​ ​ TOTAL ​ ​ ​ ​ [•] ​ ​ ​ ​ ​ [•] ​ ​ ​ ​ ​ [•] ​ ​ ​ ​ ​ [•] ​ ​ ​ ​ Number of Firm Shares: ​ ​ ​ ​ [•] ​ ​ ​ Number of Firm Pre-funded Warrants: ​ ​ ​ ​ [•] ​ ​ ​ Number of Option Shares: ​ ​ ​ ​ [•] ​ ​ ​ Number of Option Pre-Funded funded Warrants: t Number of Option Warrants: t ​ ​ ​ ​ [•] ​ ​ ​ Public Offering Price per Class A Firm UnitShare: ​ ​ ​ $ t [•] ​ ​ ​ Public Offering Price per Class B Firm UnitPre-funded Warrant: ​ ​ ​ $ t Exercise Price [•] ​ ​ ​ Underwriting Discount per Share: ​ ​ ​ $ [•] ​ ​ ​ Underwriting Discount per Pre-Funded 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 UnitSecurity: ​ ​ ​ $ t [•] ​ ​ ​ Proceeds to Company per Share (before expenses): ​ ​ ​ $ [•] ​ ​ ​ Proceeds to Company per Pre-funded Warrant (before expenses) ​ ​ ​ $ [•] ​ ​ None. None.] [None.] W▇ 1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G​ 2. ▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇, M.D. ​ 3. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇​ 4. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇​ 5. ▇▇▇▇ ▇▇▇▇▇▇ Director 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. 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, CEA INDUSTRIES INC. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: ThinkEquity LLC. Number of Firm UnitsShares: t ● [ ] Number of Class A Firm Units t ● Pre-Funded Warrants: [ ] Number of Class B Firm Units t Warrants: [ ] Number of Option Shares and/or Shares: Up to [ ] Number of Option Pre-Funded Warrants: Up t o [ ] Number of Option Warrants: t Up to [ ] 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 $[ ] Public Offering Price per Firm Warrant: $ t Price $0.00001 Underwriting Discount per Option Firm Share: $ t Price $[ ] Underwriting Discount per Option Firm 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 $0.0000007 Underwriting Discount per Option Warrant: $ t Non-accountable expense allowance per Firm UnitShare: $ t [$[ ] Underwriting Non-accountable expense allowance per Firm Pre-Funded Warrant: $[ ] Underwriting Non-accountable expense allowance per Firm Warrant: $0.0000001 Proceeds to Company per Firm Share (before expenses): $[ ] Proceeds to Company per Firm Pre-Funded Warrant (before expenses): $[ ] Proceeds to Company per Firm Warrant (before expenses): $[ ] None.] [. None.] W. A▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director GJ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Chief Financial Officer and Secretary JN▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ M▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors VT▇▇▇ ▇ ▇▇▇▇▇▇▇ B▇▇▇▇ ▇▇▇▇▇▇ J▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Evergreen Capital Management LLC 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) 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 Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ 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(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.CEA Industries Inc., a British Columbia Nevada 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. If the foregoing correctly sets forth the understanding between the 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. DAIS ANALYTIC CORPORATION By: Name: Title: ThinkEquityAccepted on the date first above written. MDB CAPITAL GROUP, LLC By: Name: Title: (i) The Company has been duly organized and is validly existing as a division corporation and is in good standing under the laws of Fordham Financial ManagementNew York with the requisite corporate power to own or lease, Inc. Class A: Class B: Number as the case may be, and operate its respective properties, and to conduct its business, as described in the Registration Statement and the Prospectus. The Company has no subsidiaries and is not registered or qualified to do business as a foreign corporation under the laws 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 [Noneany jurisdiction within the United States except Florida.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President (ii) Based solely as to factual matters on representations and warranties by the Company, Chief Executive Officer all issued and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman outstanding securities of the Board Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof are not subject to personal liability by reason of Directors V▇▇▇▇▇ ▇being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Based solely as to factual matters on representations and warranties by the Company and the purchasers set forth in the applicable purchase agreement, the offers and sales of securities issued by the Company during the three years preceding the Effective Date were either registered under the Securities Act of 1933, as amended, or exempt from such registration requirements. The authorized and outstanding capital stock is as set forth in the Prospectus. (iii) The Public Securities and Warrant Securities (including the shares of Common Stock underlying the Warrant Securities) (the “Shares: ___”) have been duly authorized and, when issued and delivered in accordance with the terms of this Underwriting Agreement and the Underwriter’s Warrant Agreement, as applicable, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability solely by reason of being such holders. The Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operating of law or under the Certificate of Incorporation. The Shares conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. (iv) The Company has the corporate power and authority to enter into the Underwriting Agreement and the Underwriter’s Warrant Agreement and to issue, sell and deliver the Shares to the Underwriters as provided in the Underwriting Agreement and the Underwriter’s Warrant Agreement. The Underwriting Agreement and the Underwriter’s Warrant Agreement have been duly and validly authorized and executed by the Company and constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (v) The execution, delivery and performance of the Underwriting Agreement and the Underwriter’s Warrant Agreement by the Company, and compliance by the Company with the terms and provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Shares, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company, or (c) to counsel’s knowledge, violate any statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, regulatory authority or other governmental agency or body having jurisdiction over the Company or its subsidiary, properties or assets. (vi) The Registration Statement, the Preliminary Prospectus and the Prospectus and any post-effective amendments or supplements thereto (other than the financial statements and the schedules, notes and auditor’s reports included therein, as to which no opinion is hereby rendered) each as of their respective dates appears on its face to comply as to form in all material respects with the requirements of the Act and Regulations, provided that counsel expresses no opinion, statement or belief as to any other financial, statistical or accounting information or any exhibits to the Registration Statement or the Prospectus. To counsel’s knowledge, no United States or state statute or regulation required to be described in the Prospectus is not described as required, including under the Blue Sky laws of the various states, nor are any contracts or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement not so described or filed as required. (vii) Based solely on a notice of effectiveness received from the Commission, the Registration Statement is effective under the Act. To counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or overtly threatened by the Commission. Any required filing of the Prospectus, and any required supplement thereto, pursuant to Rule 424(b) under the Securities Act, has been made in the manner and within the time period required by Rule 424(b). (viii) The Company is not and, after giving effect to the Offering and sale of the Public Securities and Warrant Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended. (ix) No consent, approval, authorization or filing with or order of AMEX any U.S. Federal or State of New York court or governmental agency or body having jurisdiction over the Company is required, under the laws, rules and regulations of the United States of America and the State of Delaware for the consummation by the Company of the transactions contemplated by the Agreement, except (i) such as have been made with or obtained by AMEX (ii) such as have been made or obtained under the Securities Act and (iii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Shares by you in the manner contemplated in the Agreement and in the Prospectus. (x) The Company has taken all necessary corporate action to authorize and approve a reverse stock split of its Common Stock on the basis of one share of Common Stock for each and every ____ 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 shares of Common Stock issued and subject outstanding prior to the limitations on exercise Applicable Time and the conditions hereinafter set forth, at any time on or after ________________, 20___ (reverse stock split has become effective under the “Initial Exercise Date”) and until this Warrant is exercised in full (laws of 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 State of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b)New York.

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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 Expense Allowance per Firm UnitShare: $ t [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Non-accountable Expense Allowance per Option Share: $[●] Issue Date: [●] ___, 20___ None THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 DATE OF COMMENCEMENT OF SALES OF THE OFFERINGS TO ANYONE OTHER THAN (the “Warrant”I) certifies thatCATHAY SECURITIES, for value receivedINC. 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 CATHAY SECURITIES, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE COMMENCEMENT OF SALES 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 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)______________] [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES OF THE 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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 Expense Allowance per Firm UnitShare: $ t [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: $[●] ___, Non-accountable Expense Allowance per Option Share: $[●] Issue Date: [●] ___, 20___ None THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 DATE OF COMMENCEMENT OF SALES OF THE OFFERINGS TO ANYONE OTHER THAN (the “Warrant”I) certifies thatREVERE SECURITIES, 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 REVERE SECURITIES, 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 SIX MONTHS FROM THE COMMENCEMENT OF SALES 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 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)______________] [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES OF THE 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-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 Placement Agent 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, BIOVIE INC. By: Name: W▇Title: Confirmed as of the date first written above mentioned THINKEQUITY LLC Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as Managing Director, Head of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary JEquity Syndicate Tcgx Perceptive Soleus Suvretta Octagon Braidwell Deep Track Great Point Longitude Nantahala GordonMD Ally Bridge Blackstone Orbimed Surveyor Adar1 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇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 COMMENCEMENT DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*], 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [*], 2030. Warrant Shares: _______ [*] Initial Exercise Issuance Date: [●*] ___, [●] Issue Date: [●] ___, 20___ 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___ 2025 (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 Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BriaCell Therapeutics Corp.BioVie Inc., a British Columbia Nevada corporation (the “Company”), up to ______ [*] shares of Class A 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. 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, INDUSTRIAL SERVICES ACQUISITION CORP. By: /s/ Name: WTitle: Accepted on the date first above written WEDBUSH ▇▇▇▇▇▇ ▇SECURITIES INC. ▇▇▇▇▇▇▇▇ By: /s/ Name: Title: President : 1. The Company has been duly incorporated and Chief Executive Officer Confirmed is validly existing as a corporation in good standing under the laws of the state of its incorporation with the requisite corporate power to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Prospectus. The Company is duly qualified and licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, except where the failure to qualify would not have a material adverse effect on the Company. 2. The authorized, issued and outstanding capital stock of the Company was as set forth in the Prospectus under the caption “Capitalization” as of the date first written above mentioned, on behalf stated therein; the issued and outstanding shares of itself and capital stock set forth in the Prospectus under the caption “Capitalization” as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Number of Firm Units: t ● Number of Class A date stated therein have been duly and validly authorized and issued and are fully paid and nonassessable. 3. The Common Stock included in the Firm Units t ● Number has been duly authorized and, when issued and paid for by the Underwriters pursuant to the Agreement, will be validly issued, fully paid and nonassessable. The Common Stock included in the Representative’s Units has been duly authorized and, when issued and paid for pursuant to the Representative’s Purchase Option, will be validly issued, fully paid and nonassessable. The shares 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman Common Stock issuable upon exercise of the Board Warrants and the Representative’s Warrants have been duly authorized and, when issued and paid for pursuant to the Warrants or the Representative’s Warrants, as the case may be, will be validly issued, fully paid and nonassessable. 4. The Warrants, when issued and paid for by the Underwriters pursuant to the Agreement, will constitute valid and binding agreements of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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 entitledCompany to issue and sell, upon exercise thereof and payment therefor, the terms number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights and subject to the general equity principles and to limitations on availability of equitable relief, including specific performance. The Representative’s Purchase Option, when issued and paid for pursuant to the Agreement, will constitute a valid and binding agreement of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance with their terms, except as rights to indemnity thereunder may be limited by applicable laws and except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The Representative’s Warrants, when issued and paid for pursuant to the Representative’s Purchase Option, will constitute a valid and binding agreement of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and will be enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The certificates representing the Common Stock are in due and proper form. 5. The execution, delivery and performance of the Agreement, the Warrant Agreement, the Warrants included in the Firm Units, the Representative’s Warrants, the Trust Agreement, the Escrow Agreement and the conditions hereinafter set forthRepresentative’s Purchase Option have been duly authorized by all necessary corporate action on the part of the Company. The Agreement, at any time the Warrant Agreement, the Warrants included in the Firm Units, the Representative’s Warrants, the Trust Agreement, the Escrow Agreement and the Representative’s Purchase Option have been duly executed and delivered by the Company. 6. Each of the Warrant Agreement, the Trust Agreement and the Escrow Agreement constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to indemnity under the Warrant Agreement and the Trust Agreement may be limited by applicable laws and except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights and subject to general equity principles and to limitations on or after ________________availability of equitable relief, 20___ (including specific performance. 7. The holders of outstanding shares of capital stock of the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but Company are not thereafter, entitled to preemptive rights to subscribe for the Securities. Except as set forth in the section captioned “Principal Stockholders” in the Prospectus as of the date stated therein, to our knowledge, there were no options, warrants or other rights to purchase or acquire any shares of capital stock of the Company. 8. To our knowledge, there is (i) no action, suit or proceeding by or before any court or other governmental agency, authority or body or any arbitrator pending or overtly threatened against the Company or its properties by a third party of a character required to be disclosed in the Prospectus that is not disclosed in the Prospectus as required by the Act and purchase from BriaCell Therapeutics Corp.the rules thereunder, and (ii) no indenture, contract, lease, mortgage, deed of trust, note agreement, loan or other agreement or instrument of a British Columbia corporation (character required to be filed as an exhibit to the “Company”)Registration Statement, up to ______ Common Shares (which is not filed as subject to adjustment hereunder, required by the “Warrant Shares”)Act and the rules thereunder. 9. The purchase price Registration Statement has become effective under the Act; no stop order suspending the effectiveness of one Common Share the Registration Statement has been issued and no proceedings for that purpose have been instituted or overtly threatened. Any required filing of the Prospectus, and any supplement thereto, pursuant to Rule 424(b) under this Warrant shall be equal the Act has been made in the manner and within the time period required by Rule 424(b). 10. The Registration Statement and the Prospectus (other than the financial statements and notes thereto or other financial or statistical data derived therefrom, as to which we express no opinion) comply as to form in all material respects with the requirements of the Act and the rules thereunder. The statements in the Prospectus under the heading “Description of Capital Stock,” insofar as such statements purport to summarize legal matters, agreement or documents discussed therein, fairly present, to the Exercise Priceextent required by the Act and the rules thereunder, as defined in Section 2(b)all material respects, such legal matters, agreements or documents.

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. If the foregoing correctly sets forth the understanding between the 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, By: Name: W▇▇▇▇▇▇ ▇ADVANCED TECHNOLOGY ACQUISITION CORP. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class AAccepted on the date first above written CRT CAPITAL GROUP LLC By: Class BName: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Title: Managing Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares[Letterhead of prospective vendor or target business.] Advanced Technology Acquisition Corp. 14 A Achimeir Street Ramat Gan 52587 Israel Ladies and Gentlemen: _______ 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”) Reference 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 Prospectus of Advanced Technology Acquisition Corp. (the “Company”), up to ______ Common Shares dated , 2006 (as subject to adjustment hereunder, the “Warrant SharesProspectus”). The purchase price We acknowledge that we have read the Prospectus and understand that the Company has established a trust account for the benefit of one Common Share under this Warrant shall be equal the Company’s public stockholders at [JPMorgan Chase Bank, NA], maintained by Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and that the Company may disburse monies from the Trust Account only: (a) in the event the Company consummates a “business combination” (as such term is used in the Prospectus), to any public stockholders who exercise their conversion rights, to the Exercise PriceUnderwriter in respect of its deferred underwriting discount and to the Company in the amount remaining in the Trust Account following such payments to the public stockholders and the Underwriter; or (b) in the event of the Company’s liquidation, as defined in Section 2(b)to the public stockholders.

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. Very truly yoursIf 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. By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial ManagementCathay Securities, Inc. Class A: Class B: 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: Share (before expenses): $ t [None.] [None.] W▇▇▇. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director GHang Ho ▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇Sun ▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant SharesAC Smart Capital Limited Uplift Champion Ninetysix limited Cathay Securities, Inc. Ladies and Gentlemen: _______ Initial Exercise Date: [●] ___The undersigned understands that Cathay Securities, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT Inc. (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 Smart Pointer Group Holdings Limited, a British Columbia corporation company incorporated in the Cayman Islands (the “Company”), up to ______ Common Shares providing for the public offering in the United States of America (as subject to adjustment hereunder, the “Warrant Public Offering”) of Class A Ordinary Shares, no par value per share, of the Company (the “Class A Ordinary Shares”). The purchase price 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 one Common Share under this Warrant shall the Representative, the undersigned will not, during the period commencing on the date hereof and ending six (6) months from the closing of the Public Offering (the “Lock-Up Period”), (1) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary 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 equal settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Exercise Priceregistration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, as defined in Section 2(b)sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

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. 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, By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as of the date first written above mentionedS.E. ASIA EMERGING MARKET CO., on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: A Division of Fordham Financial Management, Inc. LTD By: Name: Title: ThinkEquityAccepted on the date first above written. MAXIM GROUP LLC Name: Title: Maxim Group LLC. S.E. Asia Emerging Market Co., a division Ltd Gentlemen: Reference is made to the Final Prospectus of Fordham Financial ManagementS.E. Asia Emerging Market Co., Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___, [●] Issue Date: [●] ___, 20___ THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT 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 Account, initially in an amount of at least $6,022,500 for the benefit of the Public Stockholders of the Company’s initial public offering (the “Underwriters”) and until this Warrant is exercised that, except for a portion of the interest earned on the amounts held in full the Trust Account, the Company may disburse monies from the Trust Account only: (i) to the Public Stockholders if the Company fails to consummate a Business Combination within 24 months from the date of the Prospectus 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 “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 Account for any reason whatsoever. Print Name of Target Business Authorized Signature of Target Business S.E. Asia Emerging Market Co., 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).Ltd Gentlemen:

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. If the foregoing correctly sets forth the understanding between the 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, By: Name: WJ. ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above, on behalf of itself as Underwriter: By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Confirmed as Director of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule Investment Banking Network 1 hereto: A Division of Fordham Financial ManagementSecurities, Inc. By[*] [*] [*] [*] [*] TOTAL: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: [*] Number of Firm UnitsSecurities: 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 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 Option Share: $ t Price per Option Pre-Funded Warrant: $ t Price per Option Warrant: $ t $[*] Underwriting Discount (7%) per Class A Firm Unit: $ t Underwriting Discount per Class B Firm Unit: $ t Underwriting Discount per Option Share: $ t Underwriting Discount $[*] Advisory Fee (1.5%) per Option PreShare: $[*] Proceeds to Company per Share (before expenses): $[*] Written Testing-Funded Warrant: $ t Underwriting Discount per Option Warrant: $ t Nonthe-accountable expense allowance per Firm Unit: $ t [None.Waters Communications List of Lock-Up Parties THE REGISTERED HOLDER OF THIS PURCHASE WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE 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 CLOSING DATE OF THE OFFERING (DEFINED BELOW) TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [NoneDATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE CLOSING DATE OF THE OFFERING].] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director 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. 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, CAMDEN LEARNING CORPORATION By: Name: W▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: President and Chief Executive Officer Accepted on the date first above written. ▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO. INC. By: Name: [▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ] 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: 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 [None.] [None.] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Managing Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Warrant Shares: _______ Initial Exercise Date: [●] ___& Co. Inc. 1. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of its state of incorporation. The Company is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, [●] Issue Date: [●] ___except where the failure to qualify would not have a material adverse effect on the assets, 20___ THIS PREbusiness or operations of the Company. 2. All issued and outstanding securities of the Company (including, without limitation, the Placement Warrants) have been duly authorized and validly issued and are fully paid and non-FUNDED COMMON SHARE PURCHASE WARRANT (assessable; the “Warrant”) certifies thatholders thereof are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any stockholder of the Company arising by operation of law or under the Certificate of Incorporation or Bylaws of the Company. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Act or exempt from such registration requirements. The authorized and, for value receivedto such counsel’s knowledge, _____________ outstanding capital stock of the Company is as set forth in the Prospectus. 3. The Securities have been duly authorized and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders. The Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company arising by operation of law or its assigns (under the “Holder”) is entitledCertificate of Incorporation or Bylaws of the Company. When issued, the Representative’s Purchase Option, the Representative’s Warrants and the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and such Warrants, the Representative’s Purchase Option, and the Representative’s Warrants, when issued, in each case, are enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The certificates representing the Securities are in due and proper form. 4. The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. A sufficient number of shares of Common Stock have been reserved for issuance upon exercise of the Placement Warrants. The shares of Common Stock underlying the Placement Warrants will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or, to such counsel’s knowledge, similar rights that entitle or will entitle any person to acquire any securities from the Company upon issuance thereof. 5. This Agreement, the Warrant Agreement, the Services Agreement, the Trust Agreement, the Escrow Agreement and the Subscription Agreement have each been duly and validly authorized and, when executed and delivered by the Company, constitute, and the Representative’s Purchase Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (b) as enforceability of any indemnification or contribution provisions may be limited under the Federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 6. The execution, delivery and performance of this Agreement, the Warrant Agreement, the Representative’s Purchase Option, the Escrow Agreement, the Trust Agreement, the Services Agreement and the Subscription Agreement and compliance by the Company with the terms and subject provisions thereof and the consummation of the transactions contemplated thereby, and the issuance and sale of the Securities, do not and will not, with or without the giving of notice or the lapse of time, or both, (a) to such counsel’s knowledge, conflict with, or result in a breach of, any of the terms or provisions of, or constitute a default under, or result in the creation or modification of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company pursuant to the limitations on exercise terms of, any mortgage, deed of trust, note, indenture, loan, contract, commitment or other agreement or instrument filed as an exhibit to the Registration Statement, (b) result in any violation of the provisions of the Certificate of Incorporation or the Bylaws of the Company, or (c) to such counsel’s knowledge, violate any United States statute or any judgment, order or decree, rule or regulation applicable to the Company of any court, United States Federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, its properties or assets. 7. The Registration Statement, the Sale Preliminary Prospectus and the conditions hereinafter set forthProspectus and any post-effective amendments or supplements thereto (other than the financial statements included therein, at any time as to which no opinion need be rendered) each as of their respective dates appeared on their face to comply as to form in all material respects with the requirements of the Act and Regulations. The Securities and all other securities issued or after ________________, 20___ (issuable by the “Initial Exercise Date”) Company conform in all material respects to the description thereof contained in the Registration Statement and until this Warrant is exercised the Prospectus. The descriptions 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 hereunderRegistration Statement, the “Warrant Shares”)Sale Preliminary Prospectus and in the Prospectus, insofar as such statements constitute a summary of statutes, legal matters, contracts, documents or proceedings referred to therein, fairly present in all material respects the information required to be shown with respect to such statutes, legal matters, contracts, documents and proceedings, and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Sale Preliminary Prospectus and the Prospectus that are not described in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or included as exhibits to the Registration Statement that are not described or included as required. 8. The purchase price Registration Statement is effective under the Act. To such counsel’s knowledge, no stop order suspending the effectiveness of one Common Share the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened under this Warrant shall be equal the Act or applicable state securities laws. 9. The Company is not and, after giving effect to the Exercise Priceoffering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as defined in Section 2(b)the Investment Company Act of 1940, as amended. 10. To such counsel’s knowledge, there is no action, suit or proceeding before or by any court of governmental agency or body, domestic or foreign, now pending, or threatened against the Company that is required to be described in the Registration Statement.

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, EFLEETS CORPORATION By: Name: W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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: A Division of Fordham Financial Management, Inc. By: Name: Title: ThinkEquity, a division of Fordham Financial Management, Inc. Class A: Class B: Aegis Capital Corp. Aegis Capital Corp. 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[•] 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 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 $[None.•] Proceeds to Company per Share (before expenses): $[None.•] W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ President, Chief Executive Officer and Director G▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Chairman of the Board of Directors V▇▇▇▇▇ ▇. ▇▇▇▇▇-Patalony Director R▇▇▇▇▇▇ ▇▇▇▇ Director C▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Director R▇▇▇▇▇▇ ▇▇▇▇▇▇ Director Public Offering Price per Warrant: $[•] Underwriting Discount per Warrant: $[•] Proceeds to Company per Warrant Shares: _______ Initial Exercise Date: (before expenses): $[●•] ___, [●] Issue Date: [●] ___, 20___ THE REGISTERED HOLDER OF THIS PRE-FUNDED COMMON SHARE 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 “Warrant”DEFINED BELOW) certifies thatTO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, for value received, _____________ or its assigns OR (the “Holder”II) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 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 [________________] [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 [______ 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)______________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].