BROKER WARRANT

CERTIFICATE NO. [●]

[●] BROKER WARRANTS entitling the holder to purchase one

Common Share (as defined below) for each Broker Warrant

represented hereby (subject to adjustment as hereinafter

provided).

DIAMEDICA THERAPEUTICS INC.

Per:

Name: 

The undersigned hereby exercises its right to purchase _______________ Common Shares and tenders herewith a certified cheque or bank draft payable to DiaMedica Therapeutics Inc. in the amount of $___________________, being the aggregate purchase price for such Common Shares.

The Common Shares are to be registered as follows:

Social Insurance Number/

Business Number:

1.

If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the Holder, the signature of such Holder on the Exercise Form must be guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange, and the Holder must pay any applicable transfer taxes or fees.

2.

If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, this Broker Warrant Certificate must be accompanied by evidence, satisfactory to the Corporation, of the authority of such person to sign the Exercise Form.

1.1

Definitions

(a)

"Broker Warrants" means the warrants to acquire Common Shares represented by this Broker Warrant Certificate;

(b)

"Business Day" means a day that is not a Saturday, Sunday, a day on which banks are closed in the City of Vancouver, British Columbia or in the City of Toronto, Ontario or a civic or statutory holiday in the City of Vancouver, British Columbia or in the City of Toronto, Ontario;

(c)

"Common Shares" means the common shares in the capital of the Corporation as such shares existed at the close of business on the Business Day immediately preceding the Effective Date;

(d)

“Current Market Price” of the Common Shares at any date means the volume-weighted average trading price per share for such shares for the last ten consecutive Trading Days ending three trading days prior to such date on the Exchange. If on such date the Common Shares are not listed on any stock exchange, then on such over-the-counter market or otherwise as may be determined by the directors, acting reasonably;

(e)

"Effective Date" means [●];

(f)

“Exchange” means the means the TSX Venture Exchange or such other nationally recognized exchange in Canada or the United States on which the Corporation’s shares may be listed and as selected by the directors of the Corporation;

(g)

"person" means an individual, body corporate, partnership, trust, trustee, executor, administrator, legal representative or any unincorporated organization; and

(h)

“Trading Day” means, with respect to a stock exchange, a day on which such exchange is open for the transaction of business and with respect to the over-the-counter market a day on which the market is open for the transaction of business.

1.2

Interpretation Not Affected by Headings

1.3

Applicable Law

2.1

Issue of Broker Warrants

2.2

Additional Broker Warrants

2.3

Issue in Substitution for Lost Broker Warrants

(a)

If any Broker Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to Subsection 2.3(b), shall issue a new Broker Warrant Certificate of like tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Broker Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Broker Warrant Certificate, and the Broker Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Broker Warrants issued or to be issued hereunder.

(b)

The applicant for the issue of a new Broker Warrant Certificate pursuant to this Section 2.3 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation such evidence of ownership and of the loss, destruction or theft of the Broker Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation, in its sole discretion, acting reasonably, and such applicant shall be satisfactory to the Corporation, in its sole discretion, acting reasonably.

2.4

Warrantholder Not a Shareholder

3.1

Method of Exercise

(a)

The Holder may exercise the right conferred on such holder to purchase Common Shares by delivering to the Corporation a duly completed and executed exercise form in the form approved by the Corporation and substantially in the form attached hereto (the “Exercise Form”) of the registered holder, or his or her executors, or administrators or other legal representative or his or her attorney duly appointed by an instrument in writing in a form and manner satisfactory to the Corporation, together with such other documentation and the Corporation may reasonably require.

(b)

Each Exercise Form referred to in Subsection 3.1(a) shall be signed by the Holder or the Holder’s executors or administrators or other legal representatives or an attorney of the Holder duly appointed by an instrument in writing satisfactory to the Corporation, acting reasonably, and shall specify the number of Common Shares which the Holder wishes to acquire (being not more than those which the Holder is entitled to acquire pursuant to this Broker Warrant Certificate).

(c)

Notwithstanding the foregoing in this Section 3.1, a holder who exercises Broker Warrants pursuant to this Section 3.1 will be deemed to have certified that the Holder is not a resident of the United States or a U.S. Person on the Exercise Date. “United States” and “U.S. Person” are as defined in Regulations S under the United States Securities Act of 1933, as amended.

3.2

Effect of Exercise

3.3

Partial Exercise; Fractions

(a)

The Holder may exercise less than the total number of Broker Warrants represented hereby, in which case, the Corporation shall mail or deliver or cause to be mailed or delivered to the Holder at the Holder's address set out herein or, if so specified by the Holder, as set out in the applicable Exercise Form, a Broker Warrant Certificate duly executed by the Corporation representing the balance of the Broker Warrants not so exercised by the Holder within five Business Days of the applicable Exercise Date.

(b)

Notwithstanding anything herein contained, including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Broker Warrants (and after taking into account the aggregate number of Common Shares purchased pursuant to the exercise of all Broker Warrants by a particular Holder on a particular Exercise Date), to issue fractions of Common Shares or to distribute certificates which evidence a fractional Common Shares. The Corporation shall not be required to make any payment to a holder who, absent this Subsection 3.3(b), would otherwise have been entitled to receive a fractional share.

3.4

Expiration

3.5

Securities Restrictions

4.1

Common Shares

4.2

Notice to Regulatory Authorities

4.3

Legends

4.4

Transfer Taxes

5.1

Adjustments of Exercise Price and Number of Common Shares Issuable

(a)

if and whenever at any time from the date hereof and prior to the Time of Expiry, the Corporation shall:

(i)

subdivide, redivide or change its outstanding Common Shares into a greater number of shares;

(ii)

reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or

(iii)

issue Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of the then outstanding Common Shares by way of stock dividend or otherwise (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options or the exercise of previously granted warrants, including the Warrants issued hereunder, or as dividends in the form of Common Shares in lieu of dividends paid in the ordinary course on the Common Shares);

then the Exercise Price shall be adjusted, in the case of any action described in (i) or (ii) above, on the effective date thereof, and, in the case of any action described in (iii) above, immediately after the record date thereof by multiplying the Exercise Price in effect immediately prior to such effective date or the close of business on such record date, as the case may be, by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such effective date or the close of business on such record date, as the case may be, and the denominator shall be the total number of Common Shares outstanding on such effective date or immediately after such record date, as the case may be, and, upon any adjustment of the Exercise Price pursuant to this subsection 5.1(a), the number of Common Shares subject to the right of purchase under each Broker Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. Such adjustment shall be made successively whenever any event referred to in this subsection 5.1(a) shall occur;

(b)

if and whenever at any time from the date hereof and prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Subsection 5.1(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale, lease, exchange or transfer of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, the Holder shall be entitled to receive and shall accept, in lieu of the number of Common Shares originally sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such consolidation, amalgamation, arrangement or merger, or to which such sale, lease, exchange or transfer may be made, as the case may be, that such Holder would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale, lease, exchange or transfer, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Common Shares originally sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Broker Warrants. If determined appropriate by the Corporation to give effect to or to evidence the provisions of this Subsection 5.1(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale, lease, exchange or transfer, issue a new Broker Warrant Certificate or amend this Broker Warrant Certificate which shall provide, to the extent possible, for the application of the provisions set forth herein with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Broker Warrant Certificate shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Holder is entitled on the exercise of its acquisition rights thereafter. Any broker warrant certificate issued by the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Corporation shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 5.1 and which shall apply to successive reclassifications, reorganizations, consolidations, amalgamations, arrangements, mergers, sales, leases, exchanges or transfers;

(c)

the adjustments provided for in this Article 5 in the number of Common Shares and classes of securities which are to be received on the exercise of Broker Warrants are cumulative. After any adjustment pursuant to this Section 5.1, the term "Common Shares" where used herein shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 5.1, the Holder is entitled to receive upon the exercise of its Broker Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Broker Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Holder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 5.1, upon the full exercise of a Broker Warrant;

(d)

subject only to this Article 5, no Holder shall be entitled to receive at any time cash or property of any kind in lieu of those Common Shares issuable on the exercise of the Broker Warrants held by such Holder; and

(e)

if and whenever at any time from the date hereof and prior to the Time of Expiry, the Corporation shall take any action affecting or relating to the Common Shares, other than any action described in this Article, which in the opinion of the Corporation would prejudicially affect the rights of any holders of Broker Warrants, the number of Common Shares to be issued on the exercise of Broker Warrants and the exercise price thereof will, subject to the approval of the Exchange, be adjusted by the Corporation in such manner, if any, and at such time, as the Corporation may in its sole discretion determine to be equitable in the circumstances.

5.2

No De Minimis Adjustments

5.3

Entitlement to Shares on Exercise of Warrant

5.4

Determination by Corporation's Auditors

5.5

Proceedings Prior to any Action Requiring Adjustment

6.1

Covenants of the Corporation

(a)

subject to Subsection 5.1(b), it will at all times maintain its corporate existence and will carry on its business as currently carried on;

(b)

it will reserve and there will remain unissued out of its authorize capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Broker Warrant Certificate; and

(c)

all Common Shares issued upon exercise of the right to purchase provided for herein shall, upon payment of the Exercise Price therefore, be issued as fully paid and non-assessable shares.

7.1

Transfer of Broker Warrants

8.1

Amendments Generally

9.1

Notices