Full Press Release Details
THIS PURCHASE AGREEMENT
(the "Agreement"), dated as of September 27, 2018 (the "Execution Date"), is entered into
by and between ONCOLYTICS BIOTECH INC., a company incorporated under the Business Corporations Act (Alberta) (the
"Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").
Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Investor, in the Company's sole and absolute
discretion, and the Investor wishes to buy from the Company, up to US$26,000,000 of the Company's common shares, no par value (the
"Common Shares"). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance
with the limitation set forth in the immediately preceding sentence on the number of Common Shares issued and sold under this Agreement
shall be the sole responsibility of the Company, and the Investor shall have no obligation in connection with such compliance.
The Common Shares to be purchased hereunder (including, without limitation, the Initial Purchase Shares (as defined herein)) are
referred to herein as the "Purchase Shares."
The Company has prepared
and filed with the securities regulatory authorities (the "Canadian Qualifying Authorities") in the provinces
of British Columbia, Alberta, Manitoba and Ontario (the "Canadian Qualifying Jurisdictions") a preliminary short
form base shelf prospectus dated April 25, 2018, and a final short form base shelf prospectus dated May 4, 2018, in respect of
an aggregate of up to Cdn$150,000,000 in certain securities of the Company, including Common Shares (collectively, the "Shelf
Securities"), in each case in accordance with the applicable securities laws of each of the Canadian Qualifying Jurisdictions
and the respective applicable rules and regulations under such laws, together with applicable published national, multilateral
and local policy statements, instruments, notices and blanket orders of the Canadian Qualifying Authorities in each of the Canadian
Qualifying Jurisdictions (collectively, "Canadian Securities Laws"). The Alberta Securities Commission (the
"Reviewing Authority") is the principal regulator of the Company under the passport system procedures provided
for under Multilateral Instrument 11-102 Passport System and National Policy 11-202 Process for Prospectus Reviews in
Multiple Jurisdictions in respect of the offering of the Shelf Securities. The Reviewing Authority has issued a receipt evidencing
that a receipt has been issued (a "Receipt") on behalf of itself and the other Canadian Qualifying Authorities
in respect of such short-form base shelf prospectus (the final short-form base shelf prospectus dated May 4, 2018 relating to the
Shelf Securities, as most recently amended, if applicable, filed with the Canadian Qualifying Authorities on or before the date
of this Agreement for which a Receipt has been obtained, is hereinafter referred to as the "Canadian Base Prospectus").
As used herein, "Canadian Prospectus Supplement" means the most recent prospectus supplement to the Canadian
Base Prospectus relating to the Securities (as defined herein), to be filed by the Company with the Canadian Qualifying Authorities
in accordance with Canadian Securities Laws; and "Canadian Prospectuses" means the Canadian Prospectus Supplement
(and any additional Canadian prospectus supplement prepared in accordance with the provisions of this Agreement and filed with
the Canadian Qualifying Authorities in accordance with Canadian Securities Laws) together with the Canadian Base Prospectus.
The Company has also
prepared and filed with the United States Securities and Exchange Commission (the "SEC"), pursuant to the Canada/U.S.
Multi-Jurisdictional Disclosure System adopted by the SEC (the "MJDS"), a registration statement on Form F-10
(File No. 333-224432) registering the Shelf Securities under the United States Securities Act of 1933, as amended, and the rules
and regulations thereunder (collectively, the "Securities Act"), and has filed such amendments to such registration
statement on Form F-10, as amended, as may have been permitted or required to the Execution Date. Such registration statement,
including the Canadian Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form
F-10 and the Securities Act and including exhibits to such registration statement), has become effective in such form pursuant
to Rule 467(b) under the Securities Act. Such registration statement, as amended when it last became effective under the Securities
Act, including all documents filed as a part thereof, the exhibits and any schedules thereto at such time and the documents incorporated
by reference therein pursuant to Item 4 of Form F-10 under the Securities Act at such time, is herein called the "Registration
Statement." The Company has also filed with the SEC an appointment of agent for service of process on Form F-X (the "Form
F-X") in conjunction with the filing of the Registration Statement. As used herein, "U.S. Base Prospectus"
means the Canadian Base Prospectus, with such deletions therefrom and additions thereto as are permitted or required by Form F-10
and the Securities Act in the form in which it appeared in the Registration Statement on the date it last became effective under
the Securities Act; "U.S. Prospectus Supplement" means the Canadian Prospectus Supplement, with such deletions
therefrom and additions thereto as are permitted or required by Form F-10 and the Securities Act, to the U.S. Base Prospectus relating
to the offering of the Securities, to be filed by the Company with the SEC pursuant to General Instruction II.L of Form F-10; "U.S.
Prospectuses" means the U.S. Prospectus Supplement (and any additional U.S. prospectus supplement prepared in accordance
with the provisions of this Agreement and filed with the SEC in accordance with General Instruction II.L of Form F-10) together
with the U.S. Base Prospectus and together with any "issuer free writing prospectus," as defined in Rule 433 under
the Securities Act ("Rule 433") relating to the Securities that (i) is required to be filed with the SEC by
the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed
with the SEC or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g).
As used herein, "Base
Prospectuses" means, collectively, the Canadian Base Prospectus and the U.S. Base Prospectus; "Prospectus Supplements"
means, collectively, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement; and "Prospectuses"
means, collectively, the Canadian Prospectuses and the U.S. Prospectuses. Any reference herein to the Registration Statement, the
Base Prospectuses, the Prospectus Supplements or the Prospectuses or any amendment or supplement thereto shall be deemed to refer
to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment"
or "supplement" with respect to the Registration Statement, the Base Prospectuses, the Prospectus Supplements or the
Prospectuses shall be deemed to refer to and include the filing or furnishing of any document with or to the SEC or Canadian Qualifying
Authorities, as applicable, on or after the effective date of the Registration Statement or the date of the Base Prospectuses,
the Prospectus Supplements or the Prospectuses, as the case may be, and deemed to be incorporated by reference therein. For purposes
of this Agreement, all references to the Canadian Base Prospectus, the Canadian Prospectus Supplement and the Canadian Prospectuses
or any amendment or supplement thereto shall be deemed to include any copy filed with any Canadian Qualifying Jurisdiction pursuant
to the System for Electronic Document Analysis and Retrieval ("SEDAR") and all references to the Registration
Statement, the U.S. Base Prospectus, the U.S. Prospectus Supplement and the U.S. Prospectuses or any amendment or supplement thereto
shall be deemed to include any copy filed with the SEC pursuant to the Electronic Data Gathering Analysis and Retrieval System
NOW THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Company and the Investor hereby agree as follows:
For purposes of this
Agreement, the following terms shall have the following meanings:
Purchase Share Amount" means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the number
of Purchase Shares directed by the Company to be purchased by the Investor on an Accelerated Purchase Notice, which number of Purchase
Shares shall not exceed the lesser of (i) 200% of the number of Purchase Shares directed by the Company to be purchased by the
Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in Section 2(b)
hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) the Accelerated Purchase Share Percentage
multiplied by the trading volume of the Common Shares on the Principal Market during normal trading hours on the Accelerated Purchase
Purchase Date" means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day
immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b)
Purchase Notice" means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on
the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.
Purchase Share Percentage" means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, 30%.
Purchase Price" means, with respect to any particular Accelerated Purchase made pursuant to Section 2(b) hereof, the
lower of (i) ninety-five percent (95%) of the VWAP during (A) the entire trading day on the Accelerated Purchase Date, if the volume
of Common Shares traded on the Principal Market on the Accelerated Purchase Date has not exceeded the Accelerated Purchase Share
Volume Maximum, or (B) the portion of the trading day of the Accelerated Purchase Date (calculated starting at the beginning of
normal trading hours) until such time at which the volume of Common Shares traded on the Principal Market has exceeded the Accelerated
Purchase Share Volume Maximum or (ii) the Closing Sale Price on the Accelerated Purchase Date (to be appropriately adjusted for
any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Purchase Share Volume Maximum" means the number of Common Shares traded on the Principal Market during normal trading
hours on the Accelerated Purchase Date equal to (i) the amount of Common Shares properly directed by the Company to be purchased
on the Accelerated Purchase Notice, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately adjusted for
any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).