NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS 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 INTO WHICH THIS SECURITY IS EXERCISABLE HAS 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 WITH A REGISTERED

BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)

UNDER THE SECURITIES ACT 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 February 21, 2020 (the "Initial Exercise Date") and on or prior to 5:00

p.m. (New York City time) on August 21, 2025 (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 February 19, 2020, among the

Company and the purchasers signatory thereto.

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

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) Business 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 $1.20, subject to adjustment hereunder

(the "Exercise Price").

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

prospectus 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:

= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of "regular trading hours"

(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the

option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise

or (z) the Bid Price of the Common Shares on the principal Trading Market as reported by Bloomberg L.P. as of the time of

Holder's execution of the applicable Notice of Exercise if such Notice of Exercise is executed during "regular trading

hours" on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close

of "regular trading hours" on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the

applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed

and delivered pursuant to Section 2(a) hereof after the close of "regular trading hours" on such Trading Day;

= the Exercise Price of this Warrant, as adjusted hereunder; and

= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant

if such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise where no commission or other remuneration is paid or given directly or indirectly

for soliciting such 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).

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 Purchasers 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 is 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

(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 Purchasers

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.

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 earlier of (i) the earlier of (A) two (2) Trading Days after the delivery to

the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company

and (ii) 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