NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FRO

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT

OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND

THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN

SECURED BY SUCH SECURITIES.

SHARE PURCHASE WARRANT

COMMON SHARE PURCHASE WARRANT (the "Warrant") certifies that, for value received, [_____________] or its assigns

(the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date set forth above (the "Initial Exercise Date") and on or prior to

5:00 p.m. (New York City time) on February 5, 2026 (the "Termination Date") but not thereafter, to subscribe

for and purchase from Aeterna Zentaris Inc., a Canadian corporation (the "Company"), up to [______] common

shares (as subject to adjustment hereunder, the "Warrant Shares") in the capital of the Company. The purchase

price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the "Purchase Agreement"), dated August 3, 2020, among the Company and the purchasers

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any

time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly

executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto

(the "Notice of Exercise"). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days

comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,

the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by

wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section

2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything

herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder

has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder

shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice

of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number

of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder

in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of

Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount

stated on the face hereof.

Exercise Price. The exercise price per Common Share under this Warrant shall be $0.47, subject to adjustment hereunder

(the "Exercise Price").

Cashless Exercise. If at the time of exercise hereof, there is no effective registration statement registering, or the

prospectus contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be

exercised, in whole or in part, at such time by means of a "cashless exercise" in which the Holder shall be entitled

to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

Price" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Shares are then listed or quoted on a Trading Market, the bid price of the Common Shares for the time in question (or the nearest

preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading

Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX

as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common

Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per Common Share so reported, or (d) in all other cases, the fair market value of a Common

Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities

then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then

listed or quoted on a Trading Market, the daily volume weighted average price of the Common Shares for such date (or the nearest

preceding date) on the Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading

Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX

as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common

Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per Common Share so reported, or (d) in all other cases, the fair market value of a Common

Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities

then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)

of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period

of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any

position contrary to this Section 2(c).

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted

by the Transfer Agent to the Holder by crediting the account of the Holder's or its designee's balance account with

The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company

is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the

Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder

without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise

by physical delivery of a certificate, registered in the Company's share register in the name of the Holder or its designee,

for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder

in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the

Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date,

the "Warrant Share Delivery Date"). Upon delivery of the Notice of Exercise, the Holder shall be deemed for

all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,

irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than

in the case of a cashless exercise) is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver

to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to

the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based

on the VWAP of the Common Share on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per

Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share

Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer

agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, "Standard

Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's

primary Trading Market with respect to the Common Shares as in effect on the date of delivery of the Notice of Exercise.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request

of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder

a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which

new Warrant shall in all other respects be identical with this Warrant.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant

to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available