Exhibit 10.17

Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K due to personal privacy concerns. Redacted information is indicated by: [***]

PROMIS NEUROSCIENCES INC.
SUBSCRIPTION AGREEMENT
FOR

NON-U.S. PERSONS

Delivery of Subscription forms may be made by

email to: [***]

facsimile to: fax #: [***]

Delivery of certified cheque, money order or bank draft may be made by courier/mail to:

ProMIS Neurosciences Inc. Attention: CFO
1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2

Alternatively, delivery of funds may also be made via electronic wire transfer in accordance with the wire transfer instructions set forth below:

To wire Canadian $ funds:

Beneficiary Bank: [***]

Bank Address: [***]

Account # [***]

Bank #:[***]

SWIFT Code: [***]

Currency: [***]

Beneficiary: PROMIS NEUROSCIENCES INC.

Beneficiary address: 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2

If you wish to wire funds in currency other than CDN$, please contact the Corporation by email: [***]

______________________________________________________________________

SUBSCRIPTION FOR UNITS

The undersigned (the “Subscriber”, including, if applicable, each Disclosed Principal (as hereinafter defined) for whom the undersigned is acting hereunder) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (the “Units”) set forth below for the aggregate subscription amount set forth below (the “Aggregate Subscription Amount”), representing a subscription price of CDN $0.25 on the terms and conditions set forth in “Terms and Conditions of Subscription for Units of ProMIS Neurosciences Inc..” attached hereto (together with the face pages and the attached Schedules, the “Subscription Agreement”). Each Unit consists of one common share of the Corporation (a “Common Share”) and one share purchase warrant (a “Warrant”).

Each whole Warrant entitles the holder to purchase one Common Share (a “Warrant Share”) at any time for a five year period, at a price of CDN $0.35 per Warrant Share.

The Units, the Common Shares, the Warrants and the Warrant Shares are hereinafter referred to together as the “Securities”.

INFORMATION REGARDING THE SUBSCRIBER

Please check the appropriate box (and complete the required information, if applicable) in each section:

ACCEPTANCE:            The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.

                                       , 2019.

TERMS AND CONDITIONS OF SUBSCRIPTION FOR

UNITS OF PROMIS NEUROSCIENCES INC.

Terms of the Offering

1.            The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that this subscription is subject to acceptance or rejection by the Corporation, in its sole and absolute discretion, in whole or in part. The parties agree that this Subscription and all money tendered herewith will be returned to the Subscriber, without interest or deduction, if this Subscription is not accepted by the Corporation.

2.            The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:

(a)            the Corporation is offering (the “Offering”) the Units on a private placement basis under the terms of this Subscription Agreement;

(b)            notwithstanding section 2(a) above, this Offering will not in any way restrict the Corporation from issuing additional securities of the Corporation at prices, on terms and in amounts as may be determined by the Corporation, in its sole and absolute discretion, including an amendment to the Offering to increase the size of the Offering; and

(c)            the issuance of the Units shall be subject to any conditions that may be imposed by the Exchange as part of the Exchange’s acceptance of the Offering (provided that no material changes shall be made to the terms hereunder without the prior written consent of the Subscriber), including, without limitation, in the event that the issuance of the Units hereunder may result in, or be part of a transaction that may result in:

(i)            the issuance of listed Shares representing more than 25% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing (the “25% Dilution Rule”);

(ii)            the issuance of listed Shares during any six month period to insiders representing more than 10% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing (the “10% Insider Rule”); or

(iii)            the issuance of listed Shares that will materially affect control of the Corporation.

Representations, Warranties and Covenants of the Corporation

3.            The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

(a)            The Corporation is a duly amalgamated and validly subsisting corporation under the laws of Canada and has full corporate power and authority to perform each of its obligations as herein contemplated.

(b)            The Corporation is listed on the TSX (the “Exchange”) and as a result is subject to the rules and policies of the Exchange.

(c)            The Corporation is a “reporting issuer” in good standing under the securities laws of the provinces of Ontario, British Columbia and Alberta.

(d)            This Subscription Agreement, when accepted by the Corporation, will constitute a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms.

(e)            The execution and delivery of, and the performance of the terms of this Subscription Agreement by the Corporation, including the issue of the Securities, does not and will not constitute a breach of or default under the constating documents of the Corporation or any law, regulation, order or ruling applicable to the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound.

(f)            The Corporation is not a party to any actions, suits or proceedings which could materially affect its business or financial condition, and, as at the date hereof, no such actions, suits or proceedings have been threatened or, to the best of the Corporation’s knowledge, are pending, except as disclosed in information which has been filed by the Corporation with the various Canadian securities commissions under applicable securities legislation and the Exchange.

(g)            The sale, issuance and delivery of the Units at the closing (the “Closing”) will have been approved by all requisite corporate action on or before the Closing Date and, upon issue and delivery at the Closing, the Units will be validly issued as fully paid and non-assessable.

(h)            No order ceasing or suspending trading in the Securities nor prohibiting sale of the Securities has been issued to and is outstanding against the Corporation or its directors, officers or promoters and to the best of the Corporation’s knowledge no investigations or proceedings for such purposes are pending or threatened.

(i)            The legend endorsed on the DRS representing the Common Shares and Warrant Shares shall expire four months (“Expiry Date”) after the Closing Date. After the Expiry Date, the Corporation shall undertake best commercial efforts to deliver or cause to be delivered, no later than two (2) trading days on the Exchange (“Trading Day”) following the delivery by the Subscriber to the Corporation or, with notice to the Corporation, to the transfer agent of the Corporation (“Transfer Agent”) of a DRS representing the Common Shares or Warrant Shares, as the case may be, that is free from all such restrictive and other legends (such date, the “Legend Removal Date”). In addition to the Subscriber’s other available remedies, in the event that the Subscriber delivers a DRS representing the Common Shares or Warrant Shares, as the case may be, to the Corporation or, with notice to the Corporation, to the Transfer Agent, the Corporation shall pay to the Subscriber, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Common Shares or Warrant Shares (based on the volume weighted average price of the Common Shares on the Exchange on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such DRS is delivered without a legend and (ii) if the Corporation fails to (a) issue and deliver (or cause to be delivered) to the Subscriber by the Legend Removal Date a DRS representing representing the Common Shares or Warrant Shares, as the case may be, so delivered to the Corporation by the Subscriber that is free from all restrictive and other legends and (b) if after the Legend Removal Date the Subscriber purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Subscriber of all or any portion of the number of Common Shares or Warrant Shares, or a sale of a number of Common Shares equal to all or any portion of the number of Common Shares or Warrant Shares, as the case may be, that the Subscriber anticipated receiving from the Corporation without any restrictive legend, then, an amount equal to the excess of the Subscriber’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Common Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Common Shares or Warrant Shares that the Corporation was required to deliver to the Subscriber by the Legend Removal Date multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by the Subscriber to the Corporation of the applicable Common Shares or Warrant Shares (as the case may be) and ending on the date of such delivery and payment under this clause (i).

(j)            The Corporation shall, by 9:00 a.m. Eastern Time on the date after this Subscription Agreement is accepted by the Corporation and confirmed with the Subscriber in writing (“Effective Date”), issue a press release disclosing the material terms of the transactions contemplated hereby. From and after the issuance of such press release, the Corporation represents to the Subscriber that it shall have publicly disclosed all material, non-public information delivered to the Subscriber by the Corporation or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Notwithstanding the foregoing, the Corporation shall not publicly disclose the name of the Subscriber, or include the name of the Subscriber in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the Subscriber, except to the extent such disclosure is required by law or Trading Market regulations, in which case the Corporation shall provide the Subscriber with prior notice of such disclosure.

(k)            Except with respect to the material terms and conditions of the transactions contemplated by this Subscription Agreement, which shall be disclosed pursuant to clause (j) above, the Corporation covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Subscriber or its agents or counsel with any information that constitutes, or the Corporation reasonably believes constitutes, material non-public information, unless prior thereto the Subscriber shall have consented to the receipt of such information and agreed with the Corporation to keep such information confidential. The Corporation understands and confirms that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Corporation.

(l)            As of the date hereof, the Corporation has reserved and the Corporation shall continue to reserve and keep available at all times, free of pre-emptive rights, a sufficient number of Common Shares for the purpose of enabling the Corporation to issue Warrant Shares pursuant to any exercise of the Warrants.

(m)            No consideration (including any modification of any Subscription Agreement) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Subscription Agreement unless the same consideration is also offered to all of the parties to the Subscription Agreements. For clarification purposes, this provision constitutes a separate right granted to the Subscriber by the Corporation and negotiated separately by the Subscriber, and is intended for the Corporation to treat the Subscribers as a class and shall not in any way be construed as the Subscribers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

Acknowledgements, Warranties and Covenants of the Subscriber

4.            The Subscriber acknowledges, warrants and agrees (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that:

(a)            the Offering, of which this Subscription Agreement forms a part, is not subject to a minimum subscription level and as such, upon acceptance by the Corporation, subscription funds are immediately available for use by the Corporation;

(b)            no fractional Warrants shall be issued and the Corporation shall round down any fractional number of Warrants to the nearest whole number;

(c)            the Corporation may complete additional financings in the future which may have a dilutive effect on existing shareholders at such time, including a Subscriber hereunder;

(d)            it is aware of the characteristics of the Units, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable law, and it agrees that any certificates or Direct Registration Statements (DRS) representing the Securities may bear the following legend indicating that the resale of such Securities is restricted:

“Unless permitted under securities legislation, the holder of this security must not trade the security before [that date that is 4 months and a day after the Closing Date].”

(e)            the Closing is subject to the terms of the conditional approval of the Exchange;

(f)            the Corporation may pay fees or issue finder warrants or both to one or more finders in accordance with the policies of the Exchange in connection with the Offering and subject to compliance with applicable securities laws;

(g)            the issuance of the Units shall be subject to any conditions that may be imposed by the Exchange as part of the Exchange’s acceptance of the Offering, including, without limitation, the conditions noted in paragraphs 4(h) and 4(i);

(h)            in the event that the issuance of the Units hereunder may result in, or be part of a transaction that may result in, either or both

(i)            the issuance of listed Shares representing more than 25% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing; or

(ii)            the issuance of listed Shares during any six month period to insiders representing more than 10% of the number of Shares which are outstanding on a non-diluted basis prior to the Closing;

the Exchange may require as a condition of its acceptance of the Offering that the Corporation obtain shareholder approval (excluding, in the case of the 10% Insider Rule, the votes attached to the Shares held by Insiders and their associates and affiliates); and

(i)            in the event that the issuance of the Units may result in, or be part of a transaction that may result in, the creation of a new “Insider” or a new “Control Person”, the Exchange may require as a condition of its acceptance of the Offering, that the Corporation obtain shareholder approval (excluding the votes attached to the Units held by the new Insider or new Control Person and its associates and affiliates) of the new Insider or new Control Person, as the case may be, prior to the issue of a portion or all of the Units.

5.            The Subscriber (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) represents, warrants and covenants to the Corporation that:

(a)            it has been independently advised as to the restrictions with respect to trading in the Securities imposed by applicable securities legislation, and no representation has been made to it by or on behalf of the Corporation with respect thereto;

(b)            it has not received or been provided with, nor has it requested, nor does it have any need to receive, any prospectus or offering memorandum, or any other document describing the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist it in making an investment decision in respect of the Units;

(c)            it has relied solely upon information publicly available on SEDAR (at www.sedar.com) relating to the Corporation and not upon any oral or written representation as to fact or otherwise made by or on behalf of the Corporation and it does not have knowledge of any “material fact” (as defined under applicable securities legislation) about the Corporation that has not been publicly disclosed;

(d)            the Subscriber is resident in the province set out in the “Subscriber’s Address”, which is the ordinary residence or place of business of the Subscriber and such beneficial purchaser, if applicable, and, if the Subscriber is a corporate entity, it was not created nor is it used solely for the purpose of acquiring the Units;

(e)            the Subscriber is purchasing the Units to be held for investment purposes only and not with a view to immediate resale or distribution and will not recall or otherwise transfer or dispose of the Units except in accordance with the provisions of applicable securities legislation;

(f)            the Subscriber is purchasing the Units as principal for its own account, it is purchasing such Units for investment only and not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Units and it fully complies with one or more of the sub-paragraphs set forth below:

(i)            the Subscriber

(A)            is an “accredited investor” within the meaning of applicable securities laws, including National Instrument 45-106 entitled “Prospectus and Registration Exemptions” (“NI 45-106”); and

(B)            has concurrently executed and delivered a Representation Letter in the form attached as Schedule I to this Subscription Agreement, including Appendix “A” and Appendix “B” thereto; or

(ii)            the Subscriber is neither an individual nor a company established solely to acquire the Units and the cost of the Units purchased by it has an aggregate acquisition of not less than $150,000; or

(iii)            __________ (to be initialled by Subscriber, if applicable) - if it is not purchasing under subparagraph 5(f)(i), or (ii), it is purchasing pursuant to an exemption from prospectus and registration requirements (particulars of which are enclosed herewith or will be provided on or before the Closing Date) available to it under applicable securities legislation and shall deliver to the Corporation such further particulars of the exemption(s) and the Subscriber’s qualifications thereunder as the Corporation may request;

(g)            if it is not purchasing as principal (and is not otherwise deemed to be purchasing as principal for the purposes of the applicable prospectus exemption under applicable provincial and territorial securities laws in Canada),

(i)            it is duly authorized to enter into this Subscription Agreement and to execute all documentation in connection with the purchase on behalf of each beneficial purchaser, each of whom is purchasing as principal for its own account, not for the benefit of any other person, and not with a view to the resale or distribution of all or any of the Securities;

(ii)            it and each beneficial purchaser has provided to the Corporation all of the information required by pages 1 to 3 of this Subscription Agreement and it acknowledges that the Corporation may be required by law to disclose to certain regulatory authorities the identity of each beneficial purchaser of Units for whom it may be acting; and

(iii)            each of the principals complies with one or more of subparagraphs 5(f)(i) through (f)(ii), as applicable, and the same is so indicated for each such principal;

(h)            if the Subscriber is a resident of a country other than Canada or the United States (a “Jurisdiction Outside CAN-US”) then in addition to the other representations and warranties contained herein, the Subscriber represents and warrants that:

(i)            the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the Jurisdiction Outside CAN-US which would apply to this Subscription Agreement, if any;

(ii)            the Subscriber is purchasing the Subscriber’s Shares pursuant to exemptions from any prospectus, registration or similar requirements under the applicable securities laws of that Jurisdiction Outside CAN-US or, if such is not applicable, the Subscriber is permitted to purchase the Subscriber’s Shares under the applicable securities laws of the Jurisdiction Outside CAN-US without the need to rely on an exemption;

(iii)            the applicable securities laws of the Jurisdiction Outside CAN-US in which the Subscriber resides do not require the Corporation to file a prospectus, registration statement or similar document or to register the Securities or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the Jurisdiction Outside CAN-US; and

(iv)            the delivery of this Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Subscriber to become subject to or comply with any disclosure, prospectus or other offering document or reporting requirements under any such applicable laws.

(i)            it acknowledges that:

(i)            no securities commission or similar regulatory authority has reviewed or passed on the merits of the Units;

(ii)            there is no government or other insurance covering the Units;

(iii)            there are risks associated with the purchase of the Units;

(iv)            there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling any of the Securities; and

(v)            the Corporation or its agent has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and (except for Subscribers who qualify for a prospectus exemption herein by virtue of being advised by a registered dealer) to sell the Units through a person or company registered to sell securities under applicable provincial and territorial securities laws in Canada (including the Securities Act (Ontario) and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the Acts, including statutory rights of rescission or damages, will not be available to the Subscriber;

(j)            if a corporation, partnership, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, shareholders, partners or otherwise have been given and obtained;

(k)            if an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto;

(l)            this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

(m)            in the case of a subscription by it for Units acting as agent for a disclosed principal, it is duly authorized to execute and deliver this Subscription Agreement and all other necessary documentation in connection with such subscription on behalf of such principal and this Subscription Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes a legal, valid and binding agreement of, such principal;

(n)            it acknowledges that no representation has been made to it:

(i)            as to the future value or price of the Shares;

(ii)            that any person will resell or repurchase the Shares; or;

(iii)            that any person will refund the purchase price of the Shares;

(o)            it has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and it, or where it is not purchasing as principal, each beneficial purchaser, is able to bear the economic risk of loss of its investment;

(p)            it understands that the Units are being offered for sale only on a “private placement” basis and that the sale and delivery of the Units is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or the preparation of an offering memorandum in prescribed form or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum in prescribed form and that certain protections, rights and remedies provided by applicable securities legislation, in connection with the filing of a prospectus may not be available to the Subscriber;

(q)            the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of the Subscriber’s constating documents, or any agreement to which the Subscriber is a party or by which it is bound;

(r)            the funds representing the Aggregate Subscription Amount which will be advanced by the Subscriber hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the Proceeds of Crime (Money Laundering) Act (Canada) and to the best of the Subscriber’s knowledge (i) none of the subscription funds to be provided by the Subscriber (A) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith;

(s)            the Corporation’s counsel, McMillan LLP, is acting solely for the Corporation and in connection with the Offering and the Subscriber may not rely upon McMillan LLP in any respect. The Subscriber acknowledges that it has been encouraged to and should obtain independent legal, income tax and investment advice with respect to its subscription for Units and accordingly, has been independently advised as to the meanings of all terms contained herein relevant to the Subscriber for the purposes of giving representations, warranties and covenants under this Subscription Agreement;

(t)            the information provided by the Subscriber on pages 1, 2 and 3 of this Subscription Agreement and under the heading “Information Regarding The Subscriber” is true and correct in all material respects and will be true and correct as of the Closing Date;

(u)            it does not act jointly or in concert with any other Subscriber under the Offering for the purposes of the acquisition of the Units;

(v)            it will not resell the Securities or any of them, except in accordance with the provisions of applicable securities legislation and stock exchange rules, if applicable, in the future;

(w)            the delivery of this subscription, the acceptance hereof by the Corporation and the issuance of the Units to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence and domicile and will not cause the Corporation or any of its officers or directors to become subject to or require any disclosure, prospectus or other reporting requirement;

(x)            the Corporation may complete additional financings in the future in order to develop the business of the Corporation and to fund its ongoing development; there is no assurance that such financings will be available and, if available, on reasonable terms; any such future financings may have a dilutive effect on current securityholders, including the Subscriber; and if such future financings are not available, the Corporation may be unable to fund its ongoing development and the lack of capital resources may result in the failure of its business venture; and

(y)            the Subscriber is capable of assessing the proposed investment as a result of the Subscriber’s financial experience or as a result of advice received from a registered person other than the Corporation or any affiliates thereof.

Closing

6.            The Subscriber agrees to deliver to the Corporation, not later than the Closing Time: (a) this duly completed and executed Subscription Agreement, including all applicable Schedules hereto and Appendices thereto; and (b) the Aggregate Subscription Amount subscribed for under this Subscription Agreement in accordance with the Instructions on the Cover Page or payment of the same amount in such other manner as is acceptable to the Corporation. If payment is made in a currency other than Canadian dollars, the Subscriber acknowledges and agrees that it shall be responsible to make up for any deficiency in the payment of the Aggregate Subscription Price as a result of the exchange of such funds into Canadian dollars.

7.            The sale of the Units pursuant to this Subscription Agreement will be completed at the offices of McMillan LLP, the Corporation’s counsel, in Vancouver, British Columbia at 10:00 a.m. (Vancouver time) or such other time as the Corporation may determine (the “Closing Time”) on such date (the “Closing Date”) the Corporation may determine within 2 days of its acceptance of this Subscription Agreement. The Corporation shall complete the Offering in one Closing. At the Closing Time, the Corporation will deliver, or cause to be delivered, according to the instructions set out under Delivery Instructions herein the DRS representing the Common Shares and a certificate representing the Warrants as registered in the name of the Subscriber or its nominee as set out under Registration Instructions provided that the Subscriber shall have delivered to the Corporation the completed Subscription Agreement and the Aggregate Subscription Amount.

8.            The obligations of the parties hereunder are subject to acceptance of the terms of the Offering by the Exchange.

9.            The Corporation shall be entitled to rely on delivery of a copy of executed subscriptions by electronic means, and acceptance by the Corporation of such electronic subscriptions (including, without limitation by facsimile or email delivery) shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. Prior to Closing, any funds advanced to the Corporation on account of the Aggregate Subscription Amount shall constitute a non-interest bearing loan to the Corporation, which loan shall be due and payable to the Subscriber on the request of the Subscriber in the event that the Closing does not occur within 5 days of its acceptance of this Subscription Agreement.

Privacy Legislation

(a)            The Subscriber acknowledges and consents to the fact that the Corporation is collecting the Subscriber’s (and any Disclosed Principal for whom the Subscriber is acting hereunder) personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental provincial or federal legislation or laws in effect from time to time) for the purpose of completing the Subscriber’s subscription. The Subscriber acknowledges and consents to the Corporation retaining the personal information for so long as permitted or required by applicable law or business practices. The Subscriber further acknowledges and consents to the fact that the Corporation may be required by applicable securities legislation, stock exchange rules and/or Investment Industry Regulatory Organization of Canada rules to provide regulatory authorities with any personal information provided by the Subscriber respecting itself (and any Disclosed Principal for whom the Subscriber is acting hereunder). The Subscriber represents and warrants that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of all Disclosed Principals for whom the Subscriber is acting. In addition to the foregoing, the Subscriber agrees and acknowledges that the Corporation may use and disclose the Subscriber’s personal information, or that of each Disclosed Principal for whom the Subscriber is acting hereunder, as follows:

(i)            for internal use with respect to managing the relationships between and contractual obligations of the Corporation and the Subscriber or any Disclosed Principal for whom the Subscriber is acting hereunder;

(ii)            for use and disclosure to the Corporation’s transfer agent and registrar;

(iii)            for use and disclosure for income tax related purposes, including without limitation, where required by law, disclosure to Canada Revenue Agency;

(iv)            disclosure to securities regulatory authorities (including the TSX) and other regulatory bodies with jurisdiction with respect to reports of trade and similar regulatory filings;

(v)            disclosure to a governmental or other authority (including the TSX) to which the disclosure is required by court order or subpoena compelling such disclosure and where there is no reasonable alternative to such disclosure;

(vi)            disclosure to professional advisers of the Corporation in connection with the performance of their professional services;

(vii)            disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Subscriber’s prior written consent;

(viii)            disclosure to a court determining the rights of the parties under this Subscription Agreement; or

(ix)            for use and disclosure as otherwise required or permitted by law.

The Subscriber further acknowledges and agrees that the TSX collects personal information in forms submitted by the Corporation, which will include personal information regarding the Subscriber. The Subscriber agrees that the TSX may use this information in the manner provided for in Appendix 6A to the TSX Company Manual, a copy of which may be viewed at the TSX website, www.tsx.com and is incorporated herein by reference. The Subscriber further acknowledges that the securities regulatory authorities, including, without limitation, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission, collect personal information in forms submitted to it by the Corporation, including information about the Subscriber, the Subscriber’s address and contact information, and the Subscriber’s subscription. The Subscriber acknowledges that any such securities commission is entitled to collect the information under authority granted to each respective regulatory authority under applicable securities legislation for the purpose of administration and enforcement of the applicable securities legislation. The Subscriber acknowledges that it may obtain information regarding the collection of this information by contacting, in the case of the British Columbia Securities Commission, British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2, Telephone: (604) 899-6500 or (800) 373-6393, Facsimile: (604) 899-6581, in the case of the Alberta Securities Commission, Alberta Securities Commission, Suite 600, 250 – 5^th St. SW, Calgary, Alberta, T2P 0R4, Telephone: (403) 355-4151, Facsimile: (403) 297-6156, and, in the case of the Ontario Securities Commission, the Administrative Assistant to the Director of Corporate Finance, Ontario Securities Commission, Suite 1903, Box 5520, Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-3682, Facsimile: (416) 593-8252. The Subscriber consents to the collection of personal information by the applicable securities regulatory authorities, including, without limitation, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission.

General

10.            The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time and will survive the issuance of the Units. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation in determining the eligibility of a purchaser of Units.. The Subscriber undertakes to immediately notify the Corporation by written notice to ProMIS Neurosciences Inc. sent to its office at 1920 Yonge Street, Suite 200, Toronto, ON M4S 3E2 or by email to [***] of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

11.            The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the sale of the Units to the Subscriber shall be borne by the Subscriber.

12.            The Subscriber acknowledges that upon a subscription being accepted by the Corporation, the Corporation will, subject to the terms and conditions set out herein, issue to the Subscriber a DRS evidencing the Subscriber’s ownership of the Common Shares and a certificate representing the Subscriber’s ownership of the Warrants.

13.            The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and permitted assigns

14.            The contract arising out of this Subscription Agreement and all documents relating thereto 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. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

15.            Time is of the essence of this Subscription Agreement.

16.            Neither party to this Subscription Agreement may assign all or part of its interest in or to this Subscription Agreement without the consent in writing of the other party hereto, except for the assignment by a Subscriber who is acting as nominee or agent to the beneficial owner and as otherwise herein provided.

17.            This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein. Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

18.            The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

19.            In this Subscription Agreement (including attachments), references to “$” or “Cdn. $” are to Canadian dollars.

20.            The parties hereto acknowledge and confirm that they have requested that this Subscription Agreement as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent et confirment qu’elles ont convenu que la présente convention de souscription ainsi que tous les avis et documents qui s’y rattachent soient rédigés dans la langue anglaise.

SCHEDULE I
REPRESENTATION LETTER
(FOR CANADIAN ACCREDITED INVESTORS)

In connection with the purchase of units of the Corporation (“Units”) by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Schedule I), the Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

Dated: _______________________, 2019.

IMPORTANT: PLEASE INITIAL APPENDIX “A” OVER PAGE

APPENDIX “A”

TO SCHEDULE 1

NOTE: THE SUBSCRIBER MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW AND COMPLETE EACH QUESTION WHICH FOLLOWS THE APPLICABLE PORTION OF THE DEFINITION.

Accredited Investor – (as defined in National Instrument 45-106, and in Ontario, as defined in Section 73.3 of the Securities Act (Ontario) as supplemented by the definition in National Instrument 45-106) includes:

For the purposes hereof:

APPENDIX “B”

TO SCHEDULE 1

Form 45-106F9 - Form for Individual Accredited Investors