STANDBY COMMITMENT AGREEMENT THIS AGREEMENT is made as of the 5th day of January, 2018.

STANDBY COMMITMENT AGREEMENT

THIS AGREEMENT is made as of the 5^th day of January, 2018.

BETWEEN:

BURCON NUTRASCIENCE CORPORATION, a Yukon
corporation, having an office at 0000 Xxxx Xxxxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0

("Burcon")

AND:

XXXXX XXX, an individual resident at [REDACTED]

(the "Standby Purchaser")

WHEREAS:

A.	Burcon proposes to create and issue to holders of record of its issued and outstanding Common Shares (as defined below) as at the Record Date (as defined below), rights ("Rights") entitling the holders thereof to subscribe for and purchase Common Shares (the "Rights Offering");
B.	Pursuant to the Rights Offering, each holder of Common Shares will be entitled to receive one Right for each Common Share held by such holder on the Record Date, with four Rights entitling the holder to purchase one Common Share at a price of $0.57 per Common Share (the "Subscription Price"), for an aggregate of 9,456,793 Common Shares offered under the Rights Offering;
C.	As of the date hereof, the Standby Purchaser holds 1,566,719 Common Shares;
D.	Any holder of Common Shares who exercises such holder's right (the "Basic Subscription Privilege") to subscribe for all the Common Shares that can be initially purchased upon exercise of all Rights issued to such holder shall be entitled to subscribe for additional Common Shares under the Rights Offering at the Subscription Price (the "Additional Subscription Privilege"), in the manner set forth in the Rights Offering Notice and the Rights Offering Circular (each as defined below);
E.	Upon and subject to the terms and conditions of this standby commitment agreement (this "Agreement"), the Standby Purchaser has agreed that if less than 4,728,397 Common Shares are subscribed for under the Rights Offering, he, or his permitted assignee(s) in accordance with Section 9.8, will exercise his Basic Subscription Privilege, exercise his Additional Subscription Privilege and purchase from Burcon such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering at the Subscription Price, so that 4,728,397 Common Shares will have been issued under the Rights Offering, being fifty percent (50%) of the Common Shares that may be issued under the Rights Offering (the "Standby Commitment");

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F.	Under the Standby Commitment, the maximum obligations of the Standby Purchaser will be as to a maximum of 4,728,397 Common Shares; and
G.	As consideration for the entry into of this Agreement and performing the obligations hereunder, the Standby Purchaser will be issued the Standby Warrants (as defined below) to acquire Common Shares as more particularly set out in Article 3.

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

ARTICLE 1
INTERPRETATION

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

	(a)	"Business Day" means any day other than a Saturday or Sunday on which banks are open for business in Vancouver, British Columbia;
	(b)	"Common Shares" means the common shares in the capital of Burcon as constituted as of the date hereof, and as hereafter adjusted for any subdivisions, consolidations or other capital reorganizations;
	(c)	"Expiry Time" means the time of expiration of the Rights Offering, being 5:00 p.m. (Toronto time) on February 13, 2018;
	(d)	"Public Record" means all documents or information filed on SEDAR by Burcon under applicable securities laws up to and including the date hereof;
	(e)	"Record Date" means the date and time at which the Shareholders entitled to Rights pursuant to the Rights Offering, and the number of Rights to which each is entitled, is determined, estimated to be the close of business on or about January 15, 2018;
	(f)	"Rights Offering Circular" means the circular of Burcon dated on or about January 5, 2018 in respect of the Rights Offering;
	(g)	"Rights Offering Notice" means the notice of Burcon dated on or about January 5, 2018 in respect of the Rights Offering;

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	(h)	"Shareholder" means a holder of Common Shares of Burcon and "Shareholders" means all of them;
	(i)	"Transfer Agent" means Computershare Investor Services Inc.;
	(j)	"United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
	(k)	"U.S. Person" has the meaning ascribed to it in Rule 902 of Regulation S under the U.S. Securities Act; and
	(l)	"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

1.2 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

ARTICLE 2
STANDBY PURCHASE COMMITMENT

2.1 Upon and subject to the terms and conditions of this Agreement, the Standby Purchaser hereby agrees that if less than 4,728,397 Common Shares are subscribed for under the Rights Offering, he, or his permitted assignee(s) in accordance with Section 9.8, will subscribe for and purchase from Burcon and Burcon hereby agrees to issue and sell to the Standby Purchaser, or his respective permitted assignee(s), at the Subscription Price such number of Common Shares available to be purchased, but not otherwise subscribed for, under the Rights Offering so that 4,728,397 Common Shares will have been issued under the Rights Offering, being fifty percent (50%) of the Common Shares that may be issued under the Rights Offering. To the extent necessary to fulfill the Standby Commitment and subject to Section 2.2, the Standby Purchaser or his permitted assignee(s) shall:

	(a)	first, if the number of Common Shares subscribed for by all Shareholders other than those subscribed by the Standby Purchaser and his permitted assignee(s) under the Rights Offering (the "Other Subscription") is less than the Standby Commitment, subscribe for such number of Common Shares which the Standby Purchaser or his affiliates is entitled to purchase pursuant to the terms and conditions of the Basic Subscription Privilege attached to any Rights held by the Standby Purchaser or his affiliates as are necessary to fulfill the Standby Commitment;
	(b)	second, if the number of Common Shares to which the Standby Purchaser or his affiliates are entitled under subsection (a) above together with the Other Subscription is less than the Standby Commitment, subscribe for such additional number of Common Shares under the Additional Subscription Privilege attached to any Rights held by the Standby Purchaser or his affiliates as are necessary to fulfill the Standby Commitment after taking into account any Common Shares subscribed for under subsection (a) above; and

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

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

2.2

Under the Standby Commitment, the obligations of the Standby Purchaser will be as to a maximum of 4,728,397 Common Shares.

2.3

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

	(a)	all documents to be delivered to the Standby Purchaser hereunder at or prior to the Closing will have been so delivered and will be in form and substance satisfactory to the Standby Purchaser, acting reasonably;
	(b)	the representations and warranties of Burcon contained herein shall be true and correct as of the Closing as if made as of such time after giving effect to the transaction contemplated herein and in the Rights Offering Notice and the Rights Offering Circular and to the exercise of all or any part of the Rights;
	(c)	Burcon shall have duly fulfilled and complied with all of its covenants contained herein to the extent that the same are required to be fulfilled or complied with at or prior to the Closing;
	(d)	Burcon will have made and/or obtained all necessary filings, approvals, orders, rulings and consents of the Toronto Stock Exchange (the "TSX") and all other governmental and regulatory bodies and any other person required in Canada in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchaser pursuant to this Agreement (including, without limitation, those relating to the listing of the Rights, the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchaser hereunder, on the TSX and the issuance of the Standby Warrants;
	(e)	Burcon will have made and/or obtained all necessary filings, approvals, orders, rulings and consents with the Nasdaq Stock Market and the Securities and Exchange Commission in connection with the Rights Offering, the purchase of the Standby Commitment by the Standby Purchaser pursuant to this Agreement (including, without limitation, those relating to the listing of the Common Shares issuable upon exercise of the Rights, the Warrant Shares (as defined below) and the Common Shares to be purchased by the Standby Purchaser hereunder, on the Nasdaq Stock Market) and the issuance of the Standby Warrants;

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	(f)	no material adverse change in the financial markets in Canada and no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the assets, liabilities (contingent or otherwise), business, affairs, operations, financial condition or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, shall have occurred from the date of this Agreement to the Closing; and
	(g)	no (i) order issued by any Canadian, United States or other governmental or regulatory authority or body and no statute, rule, regulation or executive order promulgated or enacted by the Canadian or United States government or any other governmental authority shall be in effect which, or (ii) action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency wherein an unfavourable judgment, order, decree, stipulation, injunction, or charge which, would (x) prevent consummation of any of the transactions contemplated by this Agreement or the Rights Offering or (y) cause any of the transactions contemplated by this Agreement or the Rights Offering to be rescinded following consummation (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect).

2.4	Burcon may, in its sole discretion, commence the Rights Offering at any time prior to January 31, 2018; provided that, if Burcon determines not to proceed with the Rights Offering for any reason, it shall be under no obligation to do so.
2.5	The Standby Purchaser will be released from its obligation to complete the Closing if:

	(a)	one or more of the conditions precedent to the Closing as set forth in Section 2.4 of this Agreement have not been satisfied or waived by the Standby Purchaser; or
	(b)	Burcon fails to comply with its obligation to complete the Closing.

ARTICLE 3
STANDBY WARRANTS AND REGULATORY AND SHAREHOLDER APPROVALS

3.1 As consideration for the Standby Purchaser entering into this Agreement and performing its covenants hereunder, Burcon will issue to the Standby Purchaser on the Closing non-transferrable share purchase warrants (the "Standby Warrants") in the name of the Standby Purchaser or in such name as the Standby Purchaser may direct in writing before the Closing, pursuant to which the Standby Purchaser will be entitled to subscribe for 1,182,099 Common Shares, subject to adjustment in accordance with the terms thereof.

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3.2	The subscription price per Common Share under the Standby Warrants will equal $0.69 (the "Exercise Price"), being the market price (as defined in the TSX Company Manual) of the Common Shares on the TSX on the date of this Agreement.
3.3	The Standby Warrants will expire on the date that is 2 years from the date of the Closing.
3.4	The obligations of the parties under this Agreement, including the obligation of Burcon to issue the Standby Warrants, are subject to the approval of applicable regulatory authorities, including without limitation the TSX. In addition, in accordance with the requirements of the TSX, the issuance of the Standby Warrants will be conditional upon the receipt of the following approvals of Shareholders, which will be sought at Burcon's next annual meeting expected to be held in September 2018 (the "Meeting"):

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

3.5

The parties hereto acknowledge and agree that the issuance and receipt of the Standby Warrants is a material inducement for the Standby Purchaser to enter into and perform his obligations under this Agreement. Accordingly, the Standby Purchaser shall have no further obligations hereunder unless the approval of the issuance of the Standby Warrants to the Standby Purchaser (conditional upon the receipt of the Insider Approval) is obtained from the applicable regulatory authorities, including without limitation the TSX, within 60 days of the reference date of this Agreement and in any event before the Closing.

3.6

The Standby Purchaser acknowledges and agrees that while Burcon will issue the Standby Warrants to the Standby Purchaser on the Closing, such issuance will be conditional upon the receipt of the Insider Approval and the Standby Warrants will not be exercisable by the Standby Purchaser until such Insider Approval is obtained at the Meeting in accordance with the requirements of the TSX. In the event that the Insider Approval is not obtained at the Meeting, Burcon will, within 3 Business Days after the Meeting, pay to the Standby Purchaser a sum of C$53,903.72, representing a cash fee equal to 2% of the value of the Standby Purchaser's obligations under the Standby Commitment, by bank draft, wire transfer, or in such other manner or to such nominee(s) as the Standby Purchaser may direct by notice to Burcon.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1 Burcon represents and warrants to the Standby Purchaser that:

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

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	(b)	Burcon has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
	(c)	Burcon has taken all requisite corporate action to authorize the creation and issuance of the Rights, the issuance of the Common Shares upon the exercise of the Rights (including the issuance of the Common Shares to be purchased by the Standby Purchaser hereunder), the issuance of the Standby Warrant and the Warrant Shares and the execution and delivery of this Agreement and the performance of Burcon's obligations hereunder, and the execution and delivery of this Agreement and the performance of Burcon's obligations hereunder will not constitute a breach of, or default under, the articles of incorporation or by-laws of Burcon, or any of its subsidiaries, or of any agreement to which it, or any of its subsidiaries, is a party;
	(d)	this Agreement has been duly executed and delivered by Burcon and constitutes a legal, valid and binding obligation of Burcon enforceable against Burcon in accordance with its terms;
	(e)	Burcon is the beneficial owner of and/or has the right to use the properties, business and assets or the interests in the properties, business or assets referred to in the Public Record; all agreements by which Burcon holds an interest in a property, business or asset are in good standing according to their terms, and the properties are in good standing under the applicable laws of the jurisdictions in which they are situated;
	(f)	Burcon has complied and will comply fully with the requirements of all applicable corporate and securities laws, including, without limitation, the Securities Act (British Columbia) and its regulations, the TSX Company Manual and the Business Corporations Act (Yukon) in relation to the issue and trading of its securities and in all matters relating to the Offering;
	(g)	except as disclosed in the Public Record, Burcon is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and no such actions, suits or proceedings are contemplated or have been threatened;
	(h)	upon receipt of full payment therefor, the Common Shares issued pursuant to the Rights Offering will be duly and validly issued and Burcon will allot or set aside sufficient Common Shares in its treasury to issue the Common Shares (the "Warrant Shares") to be issued upon due exercise of the Standby Warrants and, upon receipt of full payment therefor, the Warrant Shares will be issued as fully paid and non-assessable;
	(i)	there are no judgments against Burcon, if any, which are unsatisfied, nor are there any consent decrees or injunctions to which Burcon is subject;
	(j)	the Public Record does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading; and

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(k) Burcon has not engaged in any "directed selling efforts" (as such term is defined in Regulation S under the U.S. Securities Act ("Regulation S")) in respect of the shares purchased pursuant to the Standby Commitment; Burcon is, and at Closing will be, a "foreign private issuer" (as defined under Rule 405 of the U.S. Securities Act) and it reasonably believes that there is no "substantial U.S. market interest" (as defined in Regulation S) in the Common Shares; Burcon has not taken and will not take any action that would cause the exemptions or exclusions from registration provided by Rule 903 of Regulation S to be unavailable with respect to offers and sales of the shares underlying the Standby Commitment.

4.2 The Standby Purchaser represents and warrants on its own behalf to Burcon that:

	(a)	he is of legal age and is legally competent to execute and deliver this Agreement and to perform his obligations hereunder;
	(b)	this Agreement has been duly executed and delivered by the Standby Purchaser and constitutes a legal, valid and binding obligation of the Standby Purchaser enforceable against the Standby Purchaser in accordance with its terms;
	(c)	he is not resident in the United States or a U.S. Person;
	(d)	he was not offered any Common Shares acquired pursuant to Section 2.1 or the Standby Warrants in the United States;
	(e)	he was not in the United States at the time the buy order for any Common Shares acquired pursuant to Section 2.1 was or will be placed or this Agreement was executed;
	(f)	he is not acquiring any Common Shares pursuant to Section 2.1 or the Standby Warrants for the account or benefit of a person in the United States or a U.S. Person;
	(g)	he has no intention to distribute either directly or indirectly any Common Shares acquired pursuant to Section 2.1, the Standby Warrants or the Warrant Shares, if any, in the United States, except in compliance with the U.S. Securities Act and applicable state securities laws of any state of the United States;
	(h)	he has not acquired any Common Shares pursuant to Section 2.1 or the Standby Warrants or the Warrant Shares as a result of any form of directed selling efforts (as such term is defined in Regulation S);
	(i)	he understands that the Common Shares pursuant to Section 2.1 have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, the Securities may not be offered or sold, directly or indirectly, in the United States except pursuant to registration under the U.S. Securities Act and the securities laws of all applicable states or available exemptions therefrom, and Burcon has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of any of the Common Shares pursuant to Section 2.1; and

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

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

ARTICLE 5
COVENANTS

5.1 Burcon covenants and agrees with the Standby Purchaser that:

	(a)	at the time of filing and at the Closing, the Rights Offering Notice and the Rights Offering Circular will comply with the requirements of the securities laws pursuant to which they have been filed and the respective regulations thereunder, including the rules and policies of the TSX and Nasdaq;
	(b)	certificates representing the Rights shall be delivered to holders of Common Shares resident in Canada and the United States and other jurisdictions where the Rights may be lawfully distributed, but not elsewhere, promptly following the Record Date and, upon such delivery, the Rights will be validly issued and outstanding and the holders thereof will be entitled to the rights and privileges relating thereto described in the Rights Offering Notice and the Rights Offering Circular; and
	(c)	Burcon will take or cause to be taken all steps as may be necessary to ensure that the distribution of the Rights, the Common Shares issuable upon exercise of the Rights, the Common Shares to be purchased by the Standby Purchaser hereunder and the Warrant Shares comply with all applicable securities laws and regulations and all published rules, policies and notices of all securities commissions, stock exchanges, securities regulatory authorities or other governmental or regulatory bodies having jurisdiction and will use its best efforts to cause such distribution to take place in accordance with all such laws, regulations, rules, policies and notices.

ARTICLE 6
CLOSING ARRANGEMENTS

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

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

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

	(i)	it has complied with all covenants and satisfied all terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing;
	(ii)	there has been no material adverse change (actual, anticipated, proposed or prospective, financial or otherwise) in the business, affairs, operations, assets, financial condition, liabilities (contingent or otherwise) or capital of Burcon and its subsidiaries taken as a whole, including any such change resulting from a material adverse change in the financial markets in Canada, from the date hereof to the Closing; and
	(iii)	the representations and warranties of Burcon contained herein are true and correct as of the Closing after giving effect to the transactions contemplated herein and in the Rights Offering Notice and the Rights Offering Circular;

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

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

ARTICLE 7
INDEMNIFICATION AND CONTRIBUTION

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

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7.2	Burcon will reimburse each Indemnified Party for all reasonable fees and expenses (including the reasonable fees and expenses of counsel) (collectively, "Expenses") as incurred in connection with investigating, preparing, pursuing or defending any threatened or pending claim, action, proceeding or investigation (collectively, the "Proceedings") arising from an Indemnifiable Event, whether or not such Indemnified Party is a formal party to such Proceeding; provided, that Burcon will not be liable to any such Indemnified Party to the extent that any Damages are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or wilful misconduct of the Indemnified Party seeking indemnification hereunder.
7.3	If for any reason other than in accordance with this Agreement, the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of an Indemnifiable Event, then Burcon will contribute to the amount paid or payable by an Indemnified Party as a result of Damages (including all Expenses incurred) in respect of an Indemnifiable Event in such proportion as is appropriate to reflect the relative benefits to Burcon and/or the Shareholders on the one hand, and the Standby Purchaser and/or any other Indemnified Party on the other hand, in connection with the matters covered by this Agreement or, if the foregoing allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of such parties as well as any relevant equitable considerations. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any alleged conduct relates to information provided by Burcon or other conduct by Burcon (or its employees or other agents) on the one hand, or by the Standby Purchaser, on the other hand.
7.4	Burcon agrees not to enter into any waiver, release or settlement of any Proceeding (whether or not the Standby Purchaser or any other Indemnified Party is a formal party to such Proceeding) in respect of which indemnification may be sought hereunder without the prior written consent of the Standby Purchaser (which consent will not be unreasonably withheld), unless such waiver, release or settlement (i) includes an unconditional release of the Standby Purchaser and each Indemnified Party from all liability arising out of such Proceeding and (ii) does not contain any factual or legal admission by or with respect to any Indemnified Party or any adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.
7.5	The indemnity, reimbursement and contribution obligations of Burcon hereunder will be in addition to any liability which Burcon may have at common law or otherwise to any Indemnified Party and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Burcon or an Indemnified Party. The provisions of this Article 7 will survive the modification or termination of this Agreement.

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ARTICLE 8
TERMINATION

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

	(a)	the conditions precedent to the Closing, as set forth in Section 2.4 of this Agreement have not been satisfied or waived by the Standby Purchaser; or
	(b)	any order to cease trading the securities of Burcon is made by a competent regulatory authority and that order is still in effect; or
	(c)	the Rights Offering Notice and the Rights Offering Circular are not accepted for filing by the regulatory authorities having jurisdiction within 60 days of the reference date of this Agreement; or
	(d)	the conditional approval from the TSX of the issuance of the Standby Warrants is not obtained from the applicable regulatory authorities within 60 days of the reference date of this Agreement.

ARTICLE 9
GENERAL

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

	(a)	if to Burcon:
		Burcon NutraScience Corporation
		0000 Xxxx Xxxxxxxx
		Xxxxxxxxx, Xxxxxxx Xxxxxxxx
		X0X 0X0
		Attention:	Xxxxxx Xxxxxxxx
		Telephone:	(000) 000-0000
		Email:	xxxxxxxxx@xxxxxx.xx
		Facsimile:	(000) 000-0000
	(b)	if to the Standby Purchaser:
		Xx. Xxxxx Xxx
		[REDACTED]
		Attention:	Xx. Xxxxx Xxx
		Telephone:	(000) 000-0000
		Facsimile:	(000) 000-0000

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

9.2	All warranties, representations, covenants and agreements of Burcon or the Standby Purchaser contained herein or contained in any document submitted pursuant to this Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive the purchase of Common Shares by the Standby Purchaser and continue in full force and effect notwithstanding any investigation, inquiry or other steps which may be taken by or on behalf of the Standby Purchaser or Burcon.
9.3	Subject to applicable law and the rules and regulations applicable to Burcon and the Standby Purchaser, none of the parties hereto shall issue any press release or public announcement relating to matters provided for herein without the approval of the other parties hereto, which approval may not be unreasonably withheld or delayed.
9.4	Time shall be of the essence hereof.
9.5	This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
9.6	Unless specifically otherwise provided, all dollar amounts referred to herein are in Canadian funds.
9.7	Burcon and the Standby Purchaser shall each sign such further and other documents, cause such meetings to be held, use their best efforts to cause such resolutions to be passed, exercise their vote and influence and do and perform (and cause to be done and performed) such further and other acts or things as may be necessary or desirable in order to give full effect to this Agreement.
9.8	The Standby Purchaser may assign this Agreement or any of its rights hereunder to one or more affiliates controlled by the Standby Purchaser or nominate such assignee(s) to perform the Standby Commitment or any part thereof on its behalf provided that: (a) each such assignee is able to provide such representations and warranties and perform such covenants as are necessary in order for Burcon to issue the Standby Warrants, the Common Shares and/or the Warrant Shares to the assignee in compliance with all applicable securities legislation and stock exchange policies and for the assignee to act as guarantor to the Rights Offering in compliance with all applicable securities legislation and stock exchange policies; (b) each such assignee is able to provide the representations and warranties set forth in subsections 4.2(d) through 4.2(j) and Section 4.3 of this Agreement; and (c) the Standby Purchaser guarantees the obligations of the assignee(s) under this Agreement. The Standby Purchaser hereby guarantees the obligations of its assignee(s) if there is an assignment of this Agreement. Subscription of Common Shares by the assignee(s) of the Standby Purchaser to the amount committed under the Standby Commitment shall be deemed to be the compliance of the Standby Commitment by the Standby Purchaser.

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

[Remainder of Page Intentionally Left Blank]

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

		BURCON NUTRASCIENCE CORPORATION
		By:	(signed) "Xxxxxx X.Xxxxxxxx"
		(signed) "Xxxxx Xxx"
Witness		XXXXX XXX

Signature Page to Standby Commitment Agreement