COMMON SHARE PURCHASE WARRANT
ÆTERNA ZENTARIS INC.
THIS COMMON SHARE PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received,
(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 hereof (the “ Initial Exercise
Date ”) and on or prior to the close of business on June ___, 2015 (the “ Termination Date ”) but not thereafter,
to subscribe for and purchase from Æterna Zentaris Inc., a Canadian corporation (the “ Corporation ”), up to
common shares (the “ Warrant Shares ”) of the capital of the Corporation (the “ Common Shares
”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b) hereof.
Section 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 June ___, 2010, among
the Corporation and the purchasers signatory thereto.
Section 2. Exercise .
(a) 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 Corporation (or such other office or agency of the Corporation as it may designate by
notice in writing to the registered Holder at the address of the Holder appearing on the books of the
Corporation) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto; and, within
three (3) Trading Days of the date said Notice of Exercise is delivered to the Corporation, the Corporation
shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer
or cashier’s check drawn on a United States bank or, if available, pursua