Annual and Special Meeting of
Shareholders

Management Information Circular

This Management Information Circular, or Circular, is furnished in connection with the solicitation of proxies by and on behalf of the management of Trillium Therapeutics Inc., or the Corporation, for use at our Annual and Special Meeting of shareholders of the Corporation to be held on May 27, 2016 at the time and place and for the purposes set out in the accompanying Notice of Annual and Special Meeting and any adjournment or postponement thereof.

No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Annual and Special Meeting, other than as contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

April 15, 2016

TRILLIUM THERAPEUTICS INC.

Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of Shareholders, or the Meeting, of Trillium Therapeutics Inc., or the Corporation, will be held at the offices of the Corporation at 2488 Dunwin Drive, Mississauga, Ontario L5L 1J9, on May 27, 2016, at 1:00 pm (Toronto time), for the following purposes:

Particulars of the foregoing matters are set forth in the management information circular dated April 15, 2016, or the Circular. The Corporation has elected to use the notice-and-access provisions under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer , or collectively, the Notice-and-Access Provisions, adopted by the Canadian Securities Administrators for the Meeting to reduce its mailing costs and volume of paper with respect to the materials distributed for the purpose of the Meeting. The Notice-and-Access Provisions are a set of rules that permit the Corporation to post the Meeting materials, 2015 Financial Statements and accompanying management’s discussion and analysis, or MD&A, online rather than making a traditional physical delivery of such materials. Shareholders will still receive this Notice of Meeting, together with a form of proxy, or the Proxy Instrument, or voting instruction form, or VIF, as the case may be, and a financial statement request form. The Corporation will not use procedures known as “stratification” in relation to the use of the Notice-and-Access Provisions.

Shareholders are directed to read the Circular carefully and in full in evaluating the matters for consideration at the Meeting. Further disclosure on the matters set out above may be found in the Circular in the section entitled “ Particulars of Matters to be Acted Upon ”. The Circular, 2015 Financial Statements, MD&A and other relevant materials are available on the Corporation’s website at www.trilliumtherapeutics.com , for a minimum of one year, and under the Corporation’s directory on the System for Electronic Document Analysis and Retrieval at www.sedar.com . Any shareholder who wishes to receive a paper copy of such documents free of charge should contact the Corporation’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, or by calling toll-free at 1-866-962-0498 (North America only) or direct at 514-982-8716 (outside of North America). In order to be certain of receiving such materials in time to vote before the Meeting, the request should be received by Computershare Investors Services Inc. by May 17, 2016. Any shareholder wishing to obtain additional information about the Notice-and-Access Provisions can contact Computershare Investor Services Inc. by calling toll free at 1-866-964-0492.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof, or the Record Date, is April 15, 2016. Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder of the Corporation , and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof in person, you must complete, date and sign the enclosed Proxy Instrument or other appropriate form of proxy and, in either case, (i) deliver the completed proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, or (ii) vote using the Internet at www.investorvote.com, or (iii) vote using the Telephone at 1-866-732-VOTE(8683) from a touch tone telephone, no later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the date and time of the Meeting, or any adjournment or postponement thereof.

If you are not a registered shareholder of the Corporation , a VIF, instead of a form of proxy, may be enclosed. You must follow the instructions, including deadlines for submission, on the VIF in order to vote your shares.

2488 Dunwin Drive,
Mississauga, Ontario
L5L 1J9

MANAGEMENT INFORMATION CIRCULAR

Except where indicated otherwise, the following information is dated as at April 15, 2016 and all dollar amounts are in Canadian dollars.

SOLICITATION OF PROXIES

The information contained in this Management Information Circular, or the Circular, is furnished in connection with the solicitation of proxies by the management of Trillium Therapeutics Inc., or the Corporation, for use at the Annual and Special Meeting, or the Meeting, of the holders, or the Shareholders, of our common shares, or Common Shares, to be held on May 27, 2016 at 1:00 pm (Toronto time) at our offices at 2488 Dunwin Drive, Mississauga, Ontario L5L 1J9, and at all adjournments or postponements thereof, for the purposes set forth in the Notice of Annual and Special Meeting of Shareholders, or the Notice.

The solicitation of proxies is being made by or on behalf of the management of the Corporation. It is expected that the solicitation of proxies will be primarily by mail, subject to the use of the Notice-and-Access Provisions (as defined below), but may be supplemented by telephone, facsimile or personal solicitation by our directors, officers, or other regular employees. The costs of solicitation will be borne by the Corporation. No additional compensation will be paid to directors, officers, or other regular employees for such services. None of the directors of the Corporation have informed management in writing that he or she intends to oppose any action intended to be taken by management at the Meeting.

Notice-and-Access

The Corporation has decided to use the notice-and-access model, or Notice-and-Access, provided for under National Instrument 51-102 - Continuous Disclosure Obligations , or NI 51-102 and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer , or NI 54-101, for the delivery of the Meeting materials to its Shareholders. Under Notice-and-Access, instead of receiving printed copies of the Circular, Shareholders will receive the Notice containing instructions on how to access such materials electronically. Together with the Notice, Shareholders will receive a proxy (in the case of registered Shareholders) or voting instruction form (in the case of non-registered Shareholders), or collectively, the Printed Materials, enabling them to vote at the Meeting. The Corporation has not adopted a stratification procedure whereunder printed copies of the Meeting materials are delivered to certain shareholders and not to others.

Notice-and-Access Provisions means provisions concerning the delivery of proxy-related materials in Section 9.1.1 of NI 51-102, in the case of registered Shareholders, and Section 2.7.1 of NI 54-101, in the case of non-registered or beneficial Shareholders, which would allow an issuer to make available an information circular forming part of proxy-related materials to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

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The Notice-and-Access Provisions are a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on the System for Electronic Document Analysis and Retrieval, or SEDAR, and on a non-SEDAR website (usually the reporting issuer’s website and sometimes the registrar and transfer agent’s website) rather than delivering such materials by mail. The Notice-and-Access Provisions can be used to deliver materials for both special and general meetings. Registered and beneficial Shareholders will be entitled to request delivery of a paper copy of the information circular at the reporting issuer’s expense. Reporting issuers may still choose to continue to deliver such materials by mail.

The use of the Notice-and-Access Provisions reduces paper waste and mailing costs to the Corporation. In order for the Corporation to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting the Meeting materials electronically on SEDAR and on a website that is not SEDAR, the Corporation must send a notice at least 30 days before the date of the Meeting to Shareholders, including beneficial Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain from the Corporation, a paper copy of those materials. The Meeting materials have been posted under the Corporation’s SEDAR directory at www.sedar.com and on the Corporation’s website at www.trilliumtherapeutics.com .

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the Meeting materials to be posted on the applicable website and other materials to be delivered to shareholders. The requirements of that notice, which requires the Corporation to provide basic information about the Meeting and the matters to be voted on, to explain how a Shareholder can obtain a paper copy of the Circular and any related financial statements and management’s discussion and analysis, and to explain the Notice-and-Access Provisions process, have been built into the Notice forming part of the Printed Materials.

Copies of the Printed Materials are being sent by mail to those Shareholders entitled to receive notice of the Meeting. The Printed Materials will also be furnished to banks, securities dealers, and clearing agencies, or Intermediaries, holding in their names our Common Shares, beneficially owned by others to forward to such beneficial owners. We are not sending Printed Materials directly to non-registered holders who are non-objecting beneficial owners of Common Shares, but will make delivery through such Intermediaries. We will pay for Intermediaries to deliver Printed Materials to non-registered holders who are objecting beneficial owners of Common Shares.

APPOINTMENT OF PROXY HOLDERS

Shareholders may vote at the Meeting in person or by proxy. The persons named in the form of proxy included in the Printed Materials are directors or executive officers of the Corporation. A Shareholder has the right to appoint a person other than the persons specified in such form of proxy (who need not be a shareholder of the Corporation) to attend and act on behalf of the Shareholder at the Meeting. To exercise this right, a Shareholder may either insert the name of the desired person in the blank space provided in the form of proxy included in the Printed Materials, or complete another appropriate form of proxy.

Those Shareholders who wish to be represented by proxy at the Meeting, must complete, date and sign the enclosed form of proxy or other appropriate form of proxy and, in either case, (i) deliver the completed proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1 , or (ii) vote using the Internet at www.investorvote.com, or (iii) vote using the Telephone at 1-866-732-VOTE(8683) from a touch tone telephone, no later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the date and time of the Meeting, or any adjournment or postponement thereof.

REVOCABILITY OF PROXY

A Shareholder who has given a proxy may revoke it by depositing an instrument in writing executed by the Shareholder or by his attorney, authorized in writing, or if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized, to Computershare Investor Services Inc., by delivery to 100 University Avenue, 8 ^th Floor, Toronto, ON M5J 2Y1, any time up to 4:30 pm (Toronto time) on the business day immediately preceding the date of the Meeting, or any adjournment or postponement thereof, or (ii) with the chair of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, prior to the time of voting and, upon either of such deposits, the earlier proxy shall be revoked.

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VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The executive officers named in the enclosed form of proxy will vote or withhold from voting the Common Shares for which they are appointed proxy holders in accordance with the instructions of the Shareholder indicated on the form of proxy. In the absence of such instructions, the executive officers named in the enclosed form of proxy intend to vote the Common Shares represented by the proxy IN FAVOUR of each motion put forth by management of the Corporation.

If a Shareholder appoints a person, other than the executive officers named in the form of proxy included in the Printer Materials to represent it, such person will vote the Common Shares for which they are appointed proxy holder in accordance with the instructions of the Shareholder indicated on the form of proxy. In the absence of such instructions, such person may vote the Common Shares for which they are appointed proxy holder at their discretion.

The form of proxy included with the Printed Materials confers discretionary authority upon the persons named therein with respect to amendments or variations of matters identified in the Notice, and with respect to any other matters, if any, which may properly come before the Meeting. At the time of printing of this Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendments, variations or other matters which are not now known to management should properly come before the Meeting, the persons named in the form of proxy will vote on such other business in accordance with their best judgment.

VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Corporation consists of an unlimited number of Common Shares, Class B shares, First Preferred Shares, Series I Non-Voting Convertible First Preferred Shares, or the Series I First Preferred Shares, and Series II Non-Voting Convertible Preferred Shares, or the Series II First Preferred Shares, in each case without nominal or par value.

As at April 15, 2016, or the Record Date, we have 7,814,883 Common Shares outstanding. Each Common Share carries one vote in respect of each matter to be voted upon at the Meeting. Only the holders of Common Shares of record at the close of business on Record Date, will be entitled to notice of, and to attend and vote at, the Meeting. Any transferee or person acquiring Common Shares after the Record Date may, on proof of ownership of such Common Shares, make a written demand, not later than 10 days before the Meeting, to be included in the list of Shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote his or her Common Shares at the Meeting or any adjournment or postponement thereof.

A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote at the meeting, or a duly appointed proxy or proxy holder for an absent shareholder so entitled, holding or representing in the aggregate not less than 33 ^1/3 % of the issued and outstanding shares of the Corporation.

As at the date hereof, to the knowledge of our directors and executive officers, no person beneficially owns, directly or indirectly or exercises control or direction over more than 10% of our issued and outstanding Common Shares.

The First Preferred Shares shall be entitled to priority over the Common Shares and Class B Shares and all other shares ranking junior to the First Preferred Shares with respect to the payment of dividends and the distribution of our assets in the event of our liquidation, dissolution or winding up or other distribution of our assets among our shareholders for the purpose of winding up our affairs.

The First Preferred Shares of each series rank on a parity with the First Preferred Shares of every other series with respect to priority in the payment of dividends and in the distribution of our assets in the event of our liquidation, dissolution or winding up or other distribution of our assets among our shareholders for the purpose of winding up our affairs.

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During 2013, we created a new series of shares, our Series I First Preferred Shares. The holders of Series I First Preferred Shares are not entitled to vote at any meeting of our shareholders (except in limited circumstances provided for in the Business Corporations Act (Ontario), or the Act), and they are entitled to receive dividends as determined and declared at the discretion of our board of directors equally on a one-for-one basis with the holders of shares of the other series of First Preferred Shares. Each issued and fully paid Series I First Preferred Share may at any time be converted, at the option of the holder, into 1/30th of one common share, subject to adjustment. In the event of a take-over bid, that is a “formal bid”, the offeror of such bid shall make an offer to acquire the same percentage of outstanding Series I First Preferred Shares as the percentage of common shares for which the bid is made, on the same terms and for the same amount and kind of consideration.

During 2015, we created a new series of shares, our Series II First Preferred Shares. The holders of Series II First Preferred Shares are not entitled to vote at any meeting of our shareholders (except in limited circumstances provided for in the Act), and they are entitled to receive dividends as determined and declared at the discretion of our board of directors equally on a one-for-one basis with the holders of shares of the other series of First Preferred Shares. Each issued and fully paid Series II First Preferred Share may at any time be converted, at the option of the holder, into one common share, subject to adjustment. In the event of a take-over bid, that is a “formal bid”, the Offeror of such bid shall make an offer to acquire the same percentage of outstanding Series II First Preferred Shares as the percentage of common shares for which the bid is made, on the same terms and for the same amount and kind of consideration.

As at April 15 2016, we have 53,226,191 Series I First Preferred Shares outstanding convertible into 1,774,206 Common Shares, and 1,077,605 Series II Non-Voting Convertible Preferred Shares outstanding convertible into 1,077,605 Common Shares. No Class B shares are issued and outstanding as the date of this Circular.

ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

The information set forth in this section is provided to beneficial holders of our Common Shares who do not hold their Common Shares in their own name, or Beneficial Shareholders. Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on our records as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in the Beneficial Shareholder’s name on our records. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the U.S., these Common Shares are registered under the name of Cede & Co. (the nominee of the Depository Trust Company, or DTC, that processes transfers of stock certificates on behalf of the DTC). Common Shares held by Intermediaries or their nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, the Intermediaries or nominees are generally prohibited from voting Common Shares for their clients. We do not know for whose benefit the Common Shares registered in the name of CDS & Co. and Cede & Co. are held. Therefore, Beneficial Shareholders cannot be recognized at the Meeting for the purposes of voting the Common Shares in person or by way of proxy except as set forth below.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions, or Broadridge, in the United States and Canada. Broadridge typically applies a special sticker to proxy forms, mails those forms to the Beneficial Shareholders and requests the Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting as the proxy must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted.

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Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her Intermediary (or agent of the Intermediary), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote Common Shares in that capacity.

Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own name in the blank space on the form of proxy provided to them and return the same to their Intermediary (or the Intermediary’s agent) in accordance with the instructions provided by such Intermediary (or agent), well in advance of the Meeting.

In addition, a proxy may be revoked by the Shareholder executing another form of proxy bearing a later date and depositing same at the offices of our Registrar and Transfer Agent within the time period set out under the heading “ Revocability of Proxy ”, or by the Shareholder personally attending the Meeting and voting his or her Common Shares.

IF YOU ARE A BENEFICIAL SHAREHOLDER AND WISH TO VOTE IN PERSON AT THE MEETING, PLEASE CONTACT YOUR INTERMEDIARY OR AGENT WELL IN ADVANCE OF THE MEETING TO DETERMINE HOW YOU CAN DO SO.

BUSINESS OF THE MEETING

At the Meeting, Shareholders will be asked:

Audited Consolidated Financial Statements and Auditors’ Report

Our audited consolidated financial statements for the year ended December 31, 2015, and the auditors’ report thereon will be submitted at the Meeting. No vote will be taken regarding our audited consolidated financial statements.

Election of Directors

The articles of the Corporation provide that we have not less than three and not more than ten directors, with the actual number of directors holding office from time to time to be determined by the Board of the corporation, or the Board. Currently, the Board is comprised of seven members, all of whom will be standing for re-election at the Meeting. Accordingly, seven directors are proposed to be elected at the Meeting. All directors so elected will, subject to our by-laws and to applicable laws, hold office until the close of the next annual meeting of Shareholders, or until their respective successors are elected or appointed.

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All of the nominees are now members of the Board and have been since the dates indicated below. The term of each current director’s appointment will expire at the Meeting. At the Meeting, the nominees will be voted on individually and in accordance with applicable Canadian and U.S. securities legislation, the voting results for each nominee will be publicly disclosed.

The Board has adopted a majority voting policy to the effect that if a director nominee in an uncontested election receives a greater number of votes “withheld” than votes “for”, he or she must immediately tender his or her resignation to the Board. The corporate governance and nominating committee will consider the director’s offer to resign and make a recommendation to the Board whether to accept it or not. The Board shall accept the resignation unless there are exceptional circumstances, and the resignation will be effective when accepted by the Board. The Board shall make its final determination within 90 days after the date of the shareholder meeting and promptly announce that decision (including, if applicable, the exceptional circumstances for rejecting the resignation) in a news release. A director who tenders his or her resignation pursuant to the majority voting policy will not participate in any meeting of the Board or the corporate governance and nominating committee at which the resignation is considered. The majority voting policy does not apply to the election of directors at contested meetings; that is, where the number of directors nominated for election is greater than the number of seats available on the Board.

The persons designated in the enclosed proxy form, unless instructed otherwise, intend to vote FOR the election of the following nominees. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion.

The following table sets forth for all persons proposed to be nominated for election as directors, the positions and offices with us now held by them, their present principal occupation and principal occupation for the preceding five years, if applicable, the periods during which they have served as our directors and the number of our Common Shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction as of April 15, 2016.

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Notes:

(1)        Member of our audit committee.
(2)        Member of our corporate governance and nominating committee.
(3)        Member of our compensation committee.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Corporation, no proposed director is, or within the ten years prior to the date hereof has been, a director, Chief Executive Officer, or CEO, or Chief Financial Officer, or CFO, of any company (including the Corporation) that was subject to (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the company access to any exemption under securities legislation, that was in effect for a period of more than thirty consecutive days, issued while that person was acting in such capacity or issued thereafter but resulted from an event that occurred while that person was acting in such capacity.

To the knowledge of the Corporation, no proposed director is, or within the ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

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Penalties or Sanctions and Personal Bankruptcies

To the knowledge of the Corporation, no proposed director has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

To the knowledge of the Corporation, no proposed director has, within the ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

Indemnification

No indemnification under section 136 of the Act was paid or became payable in 2015.

Appointment and Remuneration of the Auditors

Ernst & Young LLP, Chartered Professional Accountants, Licensed Public Accountants, have been our auditors since August 25, 2004. The Board has proposed that Ernst & Young LLP be reappointed as our independent auditors for the year ending December 31, 2016 and that the Board be authorized to fix the auditors’ remuneration. A majority of the votes voted by the Shareholders represented at the Meeting is required to approve the appointment of our auditors.

Unless otherwise directed, the persons named in the form of proxy forming part of the Printed Materials intend to vote at the Meeting IN FAVOUR of the reappointment of Ernst & Young LLP as the Corporation’s auditors and the authorization of the Board to fix the auditors’ remuneration.

Approval of 2016 Stock Option Plan

A summary of the material terms and conditions of the 2014 Stock Option Plan (as defined below) are described under the heading “ Statement of Executive Compensation - Securities Authorized for Issuance under Equity Compensation Plan -2014 Stock Option Plan ”. On March 22, 2016, the Board approved the 2016 amended and restated option plan, or the 2016 Stock Option Plan.

Background to Amendments

The Common Shares are listed for trading on the Toronto Stock Exchange, or TSX, under the symbol “TR” and the NASDAQ Stock Market, or NASDAQ, under the symbol “TRIL”, with the majority of historical trading volume occurring on NASDAQ. For the 12 months ended December 31, 2015, approximately 93% of the trading volume occurred on NASDAQ as opposed to 7% on the TSX. In light of the foregoing, the Board has determined to defer to NASDAQ policies for the purposes of the 2016 Stock Option Plan.

Additional amendments were adopted to conform to current corporate governance guidelines and to address certain housekeeping matters.

If approved by the Shareholders at the Meeting, the 2016 Stock Option Plan will amend, restate and supersede the 2014 Stock Option Plan.

Summary of Material Amendments

A summary of material amendments incorporated in the 2016 Stock Option Plan is provided below:

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The amendments described above are intended as a summary only and are qualified in their entirety by reference to the 2016 Stock Option Plan which is attached as Schedule “A” hereto. A blackline comparison of the 2016 Stock Option Plan against the 2014 Stock Option Plan is attached for reference as Schedule “B” hereto.

Notwithstanding the foregoing, the Board has determined that the “double trigger” vesting provisions of the 2016 Stock Option will not apply in respect of an aggregate of 927,834 stock options granted by the Corporation prior to November 19, 2015. The vesting of all such stock options upon a Change of Control will continue to be governed in accordance with the terms and conditions of the 2014 Stock Option Plan.

2016 Stock Option Plan Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, a resolution, or the 2016 Stock Option Plan Resolution, approving, confirming and ratifying the 2016 Stock Option Plan. The text of the 2016 Stock Option Plan Resolution is as follows:

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“RESOLVED AS AN ORDINARY RESOLUTION THAT:

In the absence of a contrary specification made in the form of proxy, the persons named in the enclosed form of proxy intend to vote “for” the 2016 Stock Option Plan Resolution. Approval of the foregoing resolution will require the affirmative vote of a majority of the votes cast by holders of Common Shares present in person or represented by proxy at the Meeting.

Approval of Amendment to By-laws of the Corporation

On March 22, 2016, the Board approved an amendment to By-Law No. 1 of the Corporation, or the By-Law Amendment, to add an advance notice requirement, or the Advance Notice Requirement, in circumstances where nominations of persons for election to the Board are made by Shareholders other than pursuant to: (a) a requisition to call a meeting of Shareholders made pursuant to the provisions of the Act; or (b) a Shareholder proposal made pursuant to the provisions of the Act.

The By-Law Amendment became effective upon its approval by the Board. However, pursuant to the provisions of the Act, the By-Law Amendment will cease to be effective unless approved, ratified and confirmed by a resolution adopted by a simple majority of the votes cast by Shareholders at the Meeting. The full text of the By-Law Amendment is set forth in Schedule “C” to this Circular.

Among other things, the Advance Notice Requirement fixes a deadline by which Shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of Shareholders where directors are to be elected and sets forth the information that a Shareholder must include in the notice for it to be valid.

In the case of an annual meeting of Shareholders, notice to the Corporation must be given not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of Shareholders (which is not also an annual meeting), notice to the Corporation must be given not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The Board believes that the Advance Notice Requirement provides a clear process for Shareholders to follow to nominate directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information, allowing the Corporation and the Shareholders to evaluate all nominees’ qualifications and suitability as a director of the Corporation. The purpose of the Advance Notice Requirement is to treat all Shareholders fairly by ensuring that all Shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and sufficient information with respect to all nominees and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Requirement should assist in facilitating an orderly and efficient meeting process.

The Board may, in its sole discretion, waive any requirement of the Advance Notice Requirement.

By-Law Amendment Resolution

At the Meeting, Shareholders will be asked to consider, and, if deemed appropriate, approve, with or without variation, a resolution, or the By-Law Amendment Resolution, confirming, ratifying and approving the adoption of the By-Law Amendment Resolution by the Board. The text of the By-Law Amendment Resolution is as follows:

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“RESOLVED AS AN ORDINARY RESOLUTION THAT:

In the absence of a contrary specification made in the form of proxy, the persons named in the enclosed form of proxy intend to vote “for” the By-Law Amendment Resolution. Approval of the foregoing resolution will require the affirmative vote of a majority of the votes cast by holders of Common Shares present in person or represented by proxy at the Meeting.

OTHER MATTERS COMING BEFORE THE MEETING

Management knows of no other matters to come before the Meeting other than as referred to in the Notice. Should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

STATEMENT OF EXECUTIVE COMPENSATION

All dollar amounts in this Circular are expressed in Canadian dollars unless otherwise indicated.

Compensation Discussion and Analysis

Compensation Philosophy

The objectives of our executive compensation program are to: (i) to attract, retain and motivate quality executives; (ii) align the interests of executives with those of our Shareholders; and (iii) to provide total compensation to executives that is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions. The executive compensation program has been designed to reward executives for the reinforcement of our business objectives and values, the achievement of performance objectives and milestones, and their individual performance.

Compensation Oversight

Our executive compensation policy is determined by the compensation committee of the Board. The compensation committee has general oversight of compensation of employees and executive officers. For more information concerning the compensation committee, see “ Corporate Governance Disclosure - Compensation Committee” .

In carrying out its duties and responsibilities in relation to compensation, the compensation committee shall:

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Compensation Risk

In carrying out its mandate, the compensation committee reviews from time to time the risk implications of our compensation policies and practices, including those applicable to our executives. This review of the risk implications ensures that compensation plans, in their design, structures and application have a clear link between pay and performance and do not encourage excessive risk taking. Key factors that mitigate compensation risk include the following:

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The compensation committee and the Board considered the implications of the risks associated with the Corporation’s compensation practices and did not identify any risks from the Corporation’s compensation policies or practices that are likely to have a material adverse effect on the Corporation.

Independent Advice

In April 2015, the compensation committee retained Meridian Compensation Partners, or Meridian, to provide independent advice to the compensation committee. Meridian was retained to perform a review of the Corporation’s compensation and practices. Meridian does not provide any services to management. The Compensation Committee has sole authority to retain and terminate any compensation consultant to be used to assist it in the evaluation of executive officer compensation. The compensation committee has sole authority to approve such consultants’ fees and retention terms and to obtain advice and assistance from internal or external legal, accounting or other advisors.

The table below sets out the fees billed by Meridian for each of the last two fiscal years in respect of the services noted above:

Comparator Group

In 2015, the Corporation, with advice from Meridian, its independent compensation consultant, reviewed its compensation peer group. The Corporation developed a new comparator group taking into account direct competitors for talent, especially for industry specific roles. The comparator group is comprised of 19 publicly traded U.S. and Canadian biotechnology companies which range in size from approximately ⅓× to 3× the market capitalization of the Corporation (including in determining market capitalization for the Corporation all securities convertible into Common Shares). The companies comprising the comparator group are as follows:

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Pay Positioning

The Corporation targets total cash compensation (salary and short-term incentive) somewhat below median of the comparator group, and provides long-term incentive opportunities somewhat above median of the comparator group, with target total direct compensation positioned competitive with the median of the comparator group. The compensation committee believes that this aligns executive compensation with the long-term interests of shareholders and with the Corporation’s strategy.

In 2015, Meridian provided detailed information to the compensation committee relating to compensation values, pay mix and incentive vehicles at the comparator group companies. Based on this information and also taking into account experience in the role, scope of the role, performance and retention risk, the compensation committee set compensation for the executives for 2015 aligned with the target pay positioning set out above, as set out in the summary compensation table below.

The salary of each executive is considered by the compensation committee each year. Any increases in salary will depend on the recent performance of the executive, his or her potential as a succession candidate for key roles and the executive’s development in the position.

Short-term incentive awards for each NEO at target performance are set as a percentage of salary, with actual awards based on performance relative to specific targets. As soon as practical following the year end, the Board determines our performance against predetermined targets and milestones for that year. The resultant corporate performance determines each NEO’s executive’s short term incentive payment for the year.

Long-term incentives are awarded periodically to NEOs in the form of stock options. The Board takes into account previous stock option grants to a particular individual when considering new grants. The purpose and principal features of our existing stock option plan is set out under the heading “ Statement of Executive Compensation - Securities Authorized for Issuance under Equity Compensation Plan -2014 Stock Option Plan ”.

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For the executive group, the target compensation mix (of salary, annual incentive plan, or AIP, and stock options) and levels of pay at risk in 2015 were as follows:

Short Term Incentive Performance Metrics

The performance of the NEOs for the 2015 fiscal year was measured against five corporate objectives important to the progress of the company. The first objective weighted at 40% was the filing of an IND for the first-in-human clinical trial of SIRPaFc and the receipt of a non-objection letter from the FDA in the fourth quarter. The objective was achieved in October 2015 on target. The second objective weighted at 10% was the receipt of Investigational Review Board, or IRB, approval for one clinical site in 2015. The objective was achieved on target with two sites receiving IRB approval in 2015. The third objective weighted at 20% was the development of preclinical data supporting a second indication beyond AML for potential preclinical development. The objective was achieved on a stretch basis with more than 2 additional indications supported by preclinical data. The fourth objective weighted at 25% was the completion of a financing by the end of the second quarter in the amount of $35 million to $50 million. The objective was achieved on target. The final objective weighted at 5% was the hiring of a CMO by the end of the second quarter which was accomplished on target.

On assessment of the objectives, the Board determined that management exceeded the corporate goals and awarded an achievement of 110%. Incentive compensation related to the attainment of these objectives was paid in 2016. Similar performance metrics will be established for the year ending December 31, 2016.

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The Corporation has the following two equity based compensation plans: (1) the 2014 Stock Option Plan, and (2) the 2014 DSU Plan (as defined below).

2014 Stock Option Plan

We have adopted a stock option plan, or the 2014 Stock Option Plan, that provides for the granting of stock options to officers, directors, employees and consultants of ours and our affiliates. The purpose of the 2014 Stock Option Plan is to advance our interests by encouraging our directors, officers and key employees and consultants retained to acquire Common Shares, thereby: (a) increasing the proprietary interests of such persons in us; (b) aligning the interests of such persons with the interests of our shareholders generally; (c) encouraging such persons to remain associated with us; and (d) furnishing such persons with an additional incentive in their efforts on behalf of us. As at December 31, 2015, pursuant to the 2014 Stock Option Plan, we were entitled to issue an additional 87,048 options.

The following is a summary only, and is qualified in its entirety by the terms and conditions of the 2014 Stock Option Plan. Capitalized terms used in this summary but not otherwise defined herein shall have the meanings ascribed thereto in the 2014 Stock Option Plan.

Administration by the Board of Directors

The 2014 Stock Option Plan is administered by our Board which has final authority and discretion, subject to the express provisions of the 2014 Stock Option Plan, to interpret the 2014 Stock Option Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the 2014 Stock Option Plan. This includes the discretion of our Board to decide who will participate in the 2014 Stock Option Plan, including directors, officers, employees or consultants, each a Participant. Our Board also has authority to delegate its duties to the compensation committee.

Expiry

Stock options granted under the 2014 Stock Option Plan are non-transferable, expire not later than ten years from the date of issuance and are exercisable as determined by our Board. In addition, notwithstanding the expiration date applicable to any stock option, if a stock option would otherwise expire during or immediately after a Blackout Period (as defined in the 2014 Stock Option Plan), then the expiration date of such stock option shall be the 10th business day following the expiration of the Blackout Period, provided that in no event shall the period during which said stock option is exercisable be extended beyond 10 years from the date such stock option is granted to the Participant.

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Exercise Price

The exercise price payable in respect of each stock option may not be lower than the volume weighted average trading price of the Common Shares on the TSX over a period of five days preceding the date of grant.

Insider Participation Limit

The aggregate number of Common Shares issuable (or reserved for issuance) to insider Participants under the 2014 Stock Option Plan or any other security-based compensation arrangement of ours and our affiliates (including, without limitation, our 2014 Deferred Share Unit Plan, or the 2014 DSU Plan, may not at any time exceed 10% of the combined total number of Common Shares issued and outstanding (on a non-diluted basis) and the total number of Common Shares into which the outstanding preferred shares may be converted. Common Shares issued to insider Participants under the 2014 Stock Option Plan or any other security-based arrangement of ours within a one-year period may not exceed 10% of the total number of Common Shares issued and outstanding (on a non-diluted basis) plus 10% of the total number of Common Shares into which the outstanding preferred shares may be converted.

Amendment Provisions

Our Board has the discretion to make amendments to the 2014 Stock Option Plan and any stock options granted thereunder which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation:

Shareholder approval will be required in the case of: (i) any amendment to the amendment provisions of the 2014 Stock Option Plan; (ii) any increase in the maximum number of Common Shares issuable under the 2014 Stock Option Plan; and (iii) any reduction in the exercise price or extension of the stock option period benefiting an insider Participant, in addition to such other matters that may require shareholder approval under the rules and policies of the TSX.

Termination, Resignation, Death, etc.

Stock options granted under the 2014 Stock Option Plan are, and will be, evidenced by an option agreement entered between us and the Participant. Stock options granted under the plan terminate immediately if a Participant is dismissed with cause. If a Participant ceases to hold any position as a Participant, by reason of retirement, resignation or termination, the vested options terminate within 120 days from cessation (or until the normal expiry of the stock options if earlier). Under the 2014 Stock Option Plan, if a Participant dies, his options may be exercised by his legal representatives during the period of (and they shall terminate) one year following the date to the extent they were exercisable on the date of death. If a Participant ceases to be a director, officer or employee of, or consultant to, the Corporation or of one of our subsidiaries as a result of disability or illness preventing the Participant from performing the duties routinely performed by such Participant, vested options terminate 180 days from the date that the Participant ceases to serve in such capacities (or until the normal expiry date of the stock options if earlier).

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Change of Control

The 2014 Stock Option Plan provides that any stock options outstanding immediately prior to the occurrence of a Change of Control (as defined in the 2014 Stock Option Plan), but which are not then exercisable, shall immediately vest and become fully exercisable upon the occurrence of a Change of Control.

Maximum Limit

The 2014 Stock Option Plan is a “rolling” and “reloading” stock option plan, meaning that stock options may be granted for no more than 10% of the total number of Common Shares issued and outstanding (on a non-diluted basis) plus 10% of the total number of Common Shares into which the outstanding preferred shares may be converted in accordance with their terms less the number of any Common Shares reserved for issuance to insiders of ours pursuant to the 2014 DSU Plan. Each exercise of stock options will result in a corresponding increase in the number of stock options available for granting under the 2014 Stock Option Plan, up to the 10% aggregate maximum limit. There are additional restrictions in the 2014 Stock Option Plan with regard to the number of stock options that may be granted which include the restriction that the aggregate number of stock options granted in any 12 month period to any one person cannot exceed 5% of the aggregate total number of issued and outstanding Common Shares (on a non-diluted basis) and Common Shares into which the outstanding preferred shares may be converted in accordance with their terms.

Other Terms

Any consolidation or subdivision of Common Shares will be reflected in an adjustment to the stock options. Stock options granted under the 2014 Stock Option Plan are non-transferrable and non-assignable, and the Corporation does not provide any financial assistance in connection with option awards.

Amendment and Restatement of 2014 Stock Option Plan

At the Meeting, Shareholders will be asked to approve the 2016 Stock Option Plan, which, if approved, will supersede the 2014 Stock Option Plan. The 2016 Stock Option Plan includes, among other things, changes to the plan limits, the insider participation limits, the vesting of options on Change of Control, and the amendment provisions. See “ Particulars of Matters to be Acted Upon - Approval of 2016 Stock Option Plan. ”

2014 DSU Plan

Our shareholders approved the 2014 DSU Plan on May 27, 2014. The 2014 DSU Plan is intended to promote a greater alignment of long term interests between non-executive directors and executive officers and our shareholders through the issuance of DSUs. Since the value of a DSU increases or decreases with the market price of the Common Shares, DSUs reflect a philosophy of aligning the interests of directors and executive officers with those of the shareholders by tying compensation to share price performance. Our Board intends to use DSUs issued under the 2014 DSU Plan, as well as stock options issued under the 2014 Stock Option Plan, as part of our overall director and executive officer compensation program. A total of 51,788 units were issued and outstanding as at December 31, 2015.

Overview of the 2014 DSU Plan

The 2014 DSU Plan provides that, subject to the terms of the 2014 DSU Plan and such other conditions as our Board (or compensation committee of our Board after delegation by authority from our Board) may impose, an executive officer or director of ours, each an Eligible Person, shall receive his or her Total Compensation in the form of DSUs. The term “Total Compensation” includes annual and special bonuses payable to directors and executive officers and, in the case of directors, directors fees (including annual Board retainers, fees for serving as chair of our Board and/or as a chair or member of any committee of our Board, for attending meetings of our Board or any committee thereof, and any other fees payable to directors) in the form of DSUs. Our Board may use DSUs to pay bonuses and directors fees either alone or in conjunction with cash, or any combination of DSUs and cash.

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The number of DSUs (including fractional DSUs, computed to three digits) to be credited to an Eligible Person for services will be determined by dividing the awarded amount by the fair market value as at the last trading day before the date the awarded amount is declared by our Board. “Fair Market Value” of the Common Shares is the volume weighted average trading price of the Common Shares on the TSX for the five days immediately preceding the date in question.

An Eligible Person who has ceased to be a director or executive officer (other than as a result of death) may elect to receive one Common Share in respect of each whole DSU credited to the Eligible Person’s account by filing with us a notice of redemption in the form and by the time stipulated in the 2014 DSU Plan. If the Eligible Person does not make the election on a timely basis, the Eligible Person will be deemed to have elected to redeem all of his or her DSUs. The issuance of the Common Shares will be made by us as soon as reasonably possible following the election to redeem the DSUs, or being deemed to have been made, by the Eligible Person.

Maximum Number of Shares Issuable under the Plan

The “Outstanding Issue” means the combined total of the number of Common Shares outstanding and the number of Common Shares into which the preferred shares outstanding (on a non-diluted basis) may be converted in accordance with their terms. The maximum number of Common Shares reserved for issuance under the 2014 DSU Plan is 66,667, which is approximately 0.6% of the Outstanding Issue as at December 31, 2015, subject to adjustment.

The 2014 DSU Plan provides that the maximum number of Common Shares that may be reserved for issuance to Insiders (as that term is defined in the TSX’s rules) pursuant to the 2014 DSU Plan, together with any Common Shares issuable pursuant to any other securities-based compensation arrangement of ours (including the 2014 Stock Option Plan), will not exceed 10% of the Outstanding Issue.

In addition, the maximum number of Common Shares that may be issued to Insiders under the 2014 DSU Plan, together with any Common Shares issued to Insiders pursuant to any other securities-based compensation arrangement of ours (including the 2014 Stock Option Plan), within any one year period, will not exceed 10% of the Outstanding Issue. Also, in no event, may the number of Common Shares reserved for issuance to any one person pursuant to the 2014 DSU Plan and the 2014 Stock Option Plan exceed 5% of the Outstanding Issue.

Transferability

DSUs and any other rights, benefits or interests in the 2014 DSU Plan are non-transferable, except that if the Eligible Person dies, the legal representatives of the Eligible Person will be entitled to receive the amount of any payment otherwise payable to the Eligible Person in accordance with the provisions 2014 DSU Plan.

Amendments to the 2014 DSU Plan

Our Board has the discretion to make amendments to the 2014 DSU Plan and any DSUs granted thereunder which it may deem necessary, without having to obtain shareholder approval. Such changes may include, without limitation:

Shareholder approval will be required in the case of: (i) any amendment to the amendment provisions of the 2014 DSU Plan; (ii) any increase in the maximum number of Common Shares issuable under the 2014 DSU Plan; and (iii) such other matters that may require shareholder approval under the rules and policies of the TSX.

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Termination of Service

An Eligible Person who has terminated service may elect to receive one Common Share in respect of each whole DSU credited to the Eligible Person’s account, by filing a notice of redemption in the form prescribed from time to time by us on or before December 15 of the first calendar year commencing after the date on which the Eligible Person has terminated service. If the Eligible Person fails to file such notice on or before that December 15, the Eligible Person will be deemed to have filed a notice of redemption on that December 15 and will be deemed to have elected to redeem all of his or her DSUs. The date on which a notice is filed or deemed to be filed with the Secretary of the Company is the “Filing Date”. We may defer the Filing Date to any other date if such deferral is, in the sole opinion of ours, desirable to ensure compliance the 2014 DSU Plan. There are no causes of cessation of entitlement under the 2014 DSU Plan, including termination for or without cause.

In the event of the death of an Eligible Person, we will, within two months of the Eligible Person’s death, pay cash equal to the Fair Market Value of the shares which would be deliverable to the Eligible Person if the Eligible Person had terminated service in respect of the DSUs credited to the deceased Eligible Person’s account (net of any applicable withholding tax) to or for the benefit of the legal representative of the Eligible Person. The Fair Market Value will be calculated on the date of death of the Eligible Person.

The foregoing is a summary only, and is qualified in its entirety by the terms and conditions of the 2014 DSU Plan.

Performance Graph

The following graph compares the total shareholder return of $100 invested in our Common Shares with the total return of the S&P/TSX Composite Index.

Year Return on Investment
December 31, 2010 to December 31, 2015
2010 = $100

The performance trend shown by the above graph does not reflect the trend in our compensation to NEOs reported over the same period. The market price of the Common Shares, similar to the share prices of many publicly-traded biotechnology companies, has historically been highly volatile. Our approach to compensation is designed to attract and retain quality executives while promoting long-term profitability and maximizing shareholder value. Our NEOs are compensated on the basis of individual and corporate performance and compensation is benchmarked to other life sciences companies, rather than on factors strictly tied to the short-term performance of our Common Shares in the market.

Pension Benefit Plans

The Corporation does not have any pension plans that provide for payments of benefits at, following or in connection with, retirement or provide for retirement or deferred compensation plans for the NEOs or directors.

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Termination of Employment, Change of Control and Employment Contracts

Niclas Stiernholm

Effective February 11, 2016, we entered into a new employment agreement with Niclas Stiernholm which has an indefinite term and provides for his employment as Chief Executive Officer. The agreement provides for an annual base salary of $450,000 and participation in our short-term incentive plan and stock option plan. Dr. Stiernholm’s agreement provides for continuation of his salary and average monthly bonus for the period equal to the greater of 18 months or one month per year of completed service (capped at 24 months) for termination without cause. If Dr. Stiernholm terminates his employment within one year of a change of control, he is entitled to severance of 20 months of base salary, plus a bonus equal to the average annual bonus of the past three years. In the event of a change in control, all unvested stock options granted prior to November 20, 2015 will immediately vest. If Dr. Stiernholm’s employment is terminated without cause or Dr. Stiernholm resigns in circumstances constituting constructive dismissal, in each case within 24 months following a change of control, any stock options granted after November 19, 2015 will vest immediately prior to the date of such termination or resignation, as applicable. The estimated additional payment to Dr. Stiernholm in the case of termination without cause, assuming that a termination took place on December 31, 2015 is $961,125. In the case of termination without cause or resignation in circumstances constituting constructive dismissal in connection with a change in control, the incremental severance, plus in the money value of accelerated vesting of stock options granted prior to November 19, 2015, is $1,304,628.

Dr. Stiernholm’s employment agreement contains provisions relating to: (i) non-disclosure or use of the Corporation’s confidential information, (ii) non-competition during, and 12 months after, employment, and (iii) non-solicitation of the Corporation’s clients and employees during, and 12 months after, employment.

Robert Uger

Effective February 11, 2016, we entered into a new employment agreement with Robert Uger which has an indefinite term and provides for his employment as Chief Scientific Officer. The agreement provides for an annual base salary of $320,000 and participation in our short-term incentive plan and stock option plan. Dr. Uger’s agreement provides for continuation of his salary and average monthly bonus for the period equal to the greater of 12 months or one month per year of completed service (capped at 24 months) for termination without cause. In the event of a change in control, all unvested stock options granted prior to November 20, 2015 will immediately vest. If Dr. Uger’s employment is terminated without cause or Dr. Uger resigns in circumstances constituting constructive dismissal, in each case within 24 months following a change of control, any stock options granted after November 19, 2015 will vest immediately prior to the date of such termination or resignation, as applicable. The estimated additional payment to Dr. Uger in the case of termination without cause, assuming that a termination took place on December 31, 2015 is $405,250. In the case of termination without cause or resignation in circumstances constituting constructive dismissal in connection with a change in control, the incremental in the money value of accelerated vesting of stock options granted prior to November 19, 2015 is $326,608.

Dr. Uger’s employment agreement contains provisions relating to: (i) non-disclosure or use of the Corporation’s confidential information, (ii) non-competition during, and 12 months after, employment, and (iii) non-solicitation of the Corporation’s clients and employees during, and 12 months after, employment.

Eric Sievers

Effective April 1, 2015, we entered into an employment agreement with Eric Sievers which has an indefinite term and provides for his employment as Chief Medical Officer. The agreement provides for an annual base salary of USD$375,000 and participation in our short-term incentive plan and stock option plan. Dr. Siever’s agreement provides for continuation of his salary for 12 months for termination without cause. The estimated additional payment to Dr. Sievers in the case of termination without cause, assuming that a termination took place on December 31, 2015 is USD$375,000.

Dr. Sievers’ employment agreement contains provisions relating to: (i) non-disclosure or use of the Corporation’s confidential information, (ii) non-competition during, and 12 months after, employment, and (iii) non-solicitation of the Corporation’s clients and employees during, and 12 months after, employment.

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James Parsons

Effective February 11, 2016, we entered into a new employment agreement with James Parsons which has an indefinite term and provides for his employment as Chief Financial Officer. The agreement provides for an annual base salary of $275,000 and participation in our short-term incentive plan and stock option plan. Mr. Parsons’ agreement provides for continuation of his salary and average monthly bonus for the period equal to the greater of 12 months or one month per year of completed service (capped at 24 months) for termination without cause. In the event of a change in control, all unvested stock options granted prior to November 20, 2015 will immediately vest. If Mr. Parsons’ employment is terminated without cause or Mr. Parsons resigns in circumstances constituting constructive dismissal, in each case within 24 months following a change of control, any stock options granted after November 19, 2015 will vest immediately prior to the date of such termination or resignation, as applicable. The estimated additional payment to Mr. Parsons in the case of termination without cause, assuming that a termination took place on December 31, 2015 is $340,500. In the case of termination without cause or resignation in circumstances constituting constructive dismissal in connection with a change in control, the incremental in the money value of accelerated vesting of stock options granted prior to November 19, 2015 is $261,841.

Mr. Parsons’ employment agreement contains provisions relating to: (i) non-disclosure or use of the Corporation’s confidential information, (ii) non-competition during, and 12 months after, employment, and (iii) non-solicitation of the Corporation’s clients and employees during, and 12 months after, employment.

Penka Petrova

Effective February 11, 2016, we entered into a new employment agreement with Penka Petrova which has an indefinite term and provides for her employment as Chief Development Officer. The agreement provides for an annual base salary of $275,000 and participation in our short term incentive plan and stock option plan. Dr. Petrova’s agreement provides for continuation of his salary and average monthly bonus for the period equal to the greater of 12 months or one month per year of completed service (capped at 24 months) for termination without cause. In the event of a change in control, all unvested stock options granted prior to November 20, 2015 will immediately vest. If Dr. Petrova’s employment is terminated without cause or Dr. Petrova resigns in circumstances constituting constructive dismissal, in each case within 24 months following a change of control, any stock options granted after November 19, 2015 will vest immediately prior to the date of such termination or resignation, as applicable. The estimated additional payment to Dr. Petrova in the case of termination without cause, assuming that a termination took place on December 31, 2015 is $338,646. In the case of termination without cause or resignation in circumstances constituting constructive dismissal in connection with a change in control, the incremental in the money value of accelerated vesting of stock options granted prior to November 19, 2015 is $196,154.

Dr. Petrova’s employment agreement contains provisions relating to: (i) non-disclosure or use of the Corporation’s confidential information, (ii) non-competition during, and 12 months after, employment, and (iii) non-solicitation of the Corporation’s clients and employees during, and 12 months after, employment.

Entitlements under Stock Option Plan

Pursuant to the 2014 Stock Option Plan, if an optionholder ceases to be our director, officer, consultant or employee or our service provider due to retirement, resignation or termination, such optionholder may exercise his or her options to the extent that the optionholder was entitled to exercise his or her options at the date of such cessation, for 120 days after the optionholder ceases to be a director, officer, consultant, employee or service provider, or until the normal expiry date of the subject options, whichever is earlier. Assuming the 2016 Stock Option Plan is approved at the Meeting, upon retirement, resignation or termination without cause, the optionholder will have the right, until the earlier of (i) 120 days (or such other longer period as may be determined by the Board in its sole discretion or, if longer, the period specified in the participant’s employment contract) following the Termination Date, and (ii) the normal expiry date of the stock option rights of such participant, to exercise all stock options to the extent they were exercisable on the Termination Date.

The 2014 Stock Option Plan provides that any stock options outstanding immediately prior to the occurrence of a Change of Control (as defined in the 2014 Stock Option Plan), but which are not then exercisable, shall immediately vest and become fully exercisable upon the occurrence of a Change of Control. Assuming the 2016 Stock Option Plan is approved at the Meeting, any unvested stock options granted thereunder will be subject to “double trigger” vesting as set out in the 2016 Stock Option Plan. See “ Business of the Meeting - Approval of 2016 Stock Option Plan ”.

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Directors’ and Officers’ Liability Insurance

The Corporation has purchased directors’ & officers’ liability insurance coverage, or D&O Insurance, for directors and officers of the Corporation. The total annual premium payable by the Corporation for the D&O Insurance for the year ended December 31, 2015 was US$289,500, and no amount of such premium was paid by the directors or officers of the Corporation. The D&O Insurance coverage has an annual aggregate limit of $20 million. There is a US$750,000 deductible for any claim made, but no deductible is assessed against any director or officer. D&O Insurance is designed to protect Board members and officers for their legal liabilities including, but not limited to, securities claims, claims for statutory liabilities and employment claims.

Director Compensation

The Corporation targets director compensation within a competitive range of the median of the same comparator group as it used for benchmarking executive compensation. In 2015, Meridian provided detailed information to the compensation committee relating to director compensation values and mix of compensation between cash and equity at the comparator group companies. Based on this information, the compensation committee determined to maintain the cash retainer of $40,000 for directors and increased the equity compensation retainer for directors from $50,000 to $90,000, paid in DSUs. Directors also received the following annual fees: chair of the Board $40,000; chair of the audit committee $16,000; chair of the corporate governance and nominating committee and chair of the compensation committee $10,000; member of the audit committee $8,000; and member of the corporate governance and nominating committee and member of the compensation committee $5,000. The compensation committee believes that the significant weighting of director compensation to DSUs, the value of which is directly aligned with the value of the Common Shares and which must be held during each director’s tenure, is aligned with the directors fiduciary oversight role and with long-term shareholder interests.

In addition, each independent director was entitled to reimbursement for reasonable expenses incurred in such capacity as a director, including travel and other out-of-pocket expenses relating to meetings of the Board and any committee meetings.

The following table shows all compensation (before taxes and other statutory withholdings) provided to the non-executive directors for the year ended December 31, 2015.

Outstanding Option-Based Awards and Share Based Awards - Directors

The following table sets forth information concerning all option-based and share-based awards for each non-executive director outstanding at December 31, 2015, including awards granted before the financial year ended December 31, 2015. During the financial year ended December 31, 2015, the directors were granted 23,011 DSUs and were granted no option-based awards.

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INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Circular, other than routine indebtedness as defined under applicable securities laws, no director, nominee for director, executive officer or any associate or affiliate thereof is indebted to the Corporation or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as set out herein, to the knowledge of the Corporation, no “informed person”, proposed director or any associate or affiliate of an informed person or proposed director of ours had a material interest, direct or indirect, in any transaction or proposed transaction since January 1, 2015 that materially affected or would materially affect us. An “informed person” means, among others, (i) a director or executive officer of the Corporation or of a subsidiary of the Corporation, (ii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of a distribution.

In relation to the acquisition of Fluorinov Pharma Inc., or Fluorinov, on January 26, 2016, two directors declared a conflict of interest and recused themselves from discussions and board decisions relating to the acquisition. One director was also a director of Fluorinov and had an ownership position in Fluorinov at the time of acquisition of less than 2%. A second of our directors was a director of the Ontario Institute of Cancer Research, a not-for-profit corporation (being a beneficiary of the Fight Against Cancer Innovation Trust, a shareholder and debenture holder of Fluorinov).

INTERESTS OF CERTAIN PERSONS AND
COMPANIES IN MATTERS TO BE ACTED UPON

Management is not aware of any material interest, direct or indirect, of any director or nominee for director, executive officer or any associate or affiliate of any of the foregoing in any matter to be acted on at the Meeting.

CORPORATE GOVERNANCE DISCLOSURE

Corporate governance relates to the activities of the Board, the members of which are elected by and accountable to the Shareholders, and accounts for the role of management who are appointed by the Board and charged with our day to day management. The Board and senior management consider good corporate governance to be central to our effective and efficient operations. National Instrument 58-101 Disclosure of Corporate Governance Practices , or NI 58-101, requires us to disclose annually in our Circular certain information concerning its corporate governance practices, as set forth below.

Board of Directors

The Board facilitates its exercise of independent supervision over our management through a combination of formal meetings of the Board and informal discussions amongst Board members. The corporate governance and nominating committee oversees all governance matters and looks to our management to keep it apprised of all significant developments affecting the Corporation and its operations. All major acquisitions, dispositions, investments and contracts and other significant matters outside the ordinary course of our business are subject to approval by the Board.

During the most recently completed financial year ended December 31, 2015, the Board held seven formal Board meetings. The remaining decisions during the year were passed by written resolution following informal discussions amongst the directors and management.

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The Board functions independently as a majority of the members of the Board are not involved in management. Also, when appropriate, the Board excuses management from meetings and conducts business and makes decisions exclusive of management. During 2015, six such in-camera sessions were held. In addition, each committee of the Board is comprised of independent directors who also periodically hold in-camera sessions.

We have written descriptions of the roles of the Board chair, each of the Board committee chairs and the Chief Executive Officer. The responsibilities of the chair of the Board includes: (i) chairing meetings of the Board; (ii) in consultation with Board members and the Chief Executive Officer set the agendas for the meetings of the Board; (iii) in collaboration with the chairs of the Board committees and the Chief Executive Officer, ensure that agenda items for all committee meetings are ready for presentation and that adequate information is distributed to members in advance of such meetings in order that members may properly inform themselves on matters to be acted upon; (iv) assigning work to members; (v) acting as liaison and maintaining communication with the Chief Executive Officer and Board members to optimize and co-ordinate input from directors, and to optimize the effectiveness of the Board and its committees; and (vi) providing leadership to the Board with respect to its functions and mandate.

The Board has a written mandate called the Corporate Governance Guidelines to provide a concise description of the corporate governance obligations, principles and practices of our Board. The core responsibilities of the Board include: CEO and key executive officer selection; the creation of a culture of integrity throughout the organization; adopting a strategic planning process and understanding and approving Corporation strategy, annual budgets and business plans; overseeing major investments, capital expenditures and acquisitions; the identification of the principal risks of the issuer's business, and ensuring the implementation of appropriate systems to manage these risks; establishing officer and Board compensation; succession planning; adopting a communication policy; overseeing the adequacy and effectiveness of the Corporation’s system of internal control over financial reporting and disclosure controls and procedures; and developing the Corporation’s approach to corporate governance, including developing a set of corporate governance principles and guidelines. The Board delineates its role and responsibilities by overseeing the conduct of the business of the Corporation and the activities of management who are responsible for the day-to-day conduct of the business of the Corporation. The Board further operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility of managing its own affairs including selecting its chair, nominating candidates for election to the Board, constituting committees of the full Board and determining compensation for the directors. Subject to the articles and bylaws of the Corporation, the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board. Each of the committees of the Board has a charter which sets out the responsibilities of the committee and the role of the chair of each committee.

Board Composition; Term of Office

Our Board currently consists of seven members. Our directors are elected at each annual general meeting of our Shareholders and serve until their successors are elected or appointed, unless their office is vacated earlier. Our current Board was elected at the annual general meeting of shareholders on May 27, 2015.

Director Independence

As a foreign private issuer, under the listing requirements and rules of the NASDAQ Capital Market, we are not required to have independent directors on our Board, except to the extent that our audit committee is required to consist of independent directors, subject to certain phase-in schedules. Nevertheless, our Board has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Our Board determined that six of our seven directors are “independent” directors as defined under Ontario Securities Commission National Instrument 52-110 - Audit Committees , or NI 52-110, and current rules and regulations of the SEC and the listing standards of the NASDAQ Capital Market. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our Board deemed relevant in determining their independence. Mr. Stiernholm is not independent by virtue of being the CEO of the Corporation.

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Directorships

Certain of the directors are also directors (or equivalent) of other reporting issuers as set forth below:

Orientation and Continuing Education

We have a formal onboarding process for new directors. The onboarding process includes suggested reading for the new director, such as corporate documents and other briefing materials; an initial orientation session; follow-up one-on-one meetings with key personnel in the organization; and sponsorship of the new director by an existing corporate governance and nominating committee member to assist with integration. New directors are provided with relevant information including our publicly filed documents, business plans and budgets, corporate policies, technical reports, financial information, and recent board and corporate governance materials. Directors are encouraged to ask questions and communicate with management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation.

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Continuing education is an important compliance requirement to promote the competence and integrity of Board members. We have a continuing education program in place for our Board which is reviewed annually by the corporate governance and nominating committee to include relevant educational materials. The corporate governance and nominating committee verifies annually that Board members have reviewed the continuing education materials.

Ethical Business Conduct

Ethical business behaviour is of great importance to the Board and management. We have instituted policies on disclosure, insider trading as well as a whistleblower policy for all personnel to report any fraudulent or illegal acts on an anonymous basis directly to the audit committee chair. The Board has also adopted a Code of Business Conduct and Ethics, or Code, intended to document the principles of conduct and ethics to be followed by our employees, officers and directors. A copy of our Code can be obtained under our profile on www.sedar.com , on our website at www.trilliumtherapeutics.com, or by written request to our Chief Financial Officer, at 2488 Dunwin Drive, Mississauga, Ontario L5L 1J9. The directors of the Corporation encourage and promote an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations, providing guidance to employees, directors and officers to help them recognize and deal with ethical issues, promoting a culture of open communication, honesty and accountability and ensuring awareness of disciplinary action for violations of ethical conduct.

As some of our directors also serve as directors and officers of other companies engaged in similar activities, the Board must comply with the conflict of interest provisions of the Act, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings which involve such conflict.

Nomination of Directors

In connection with the nomination or appointment of individuals as directors, the Board is responsible for: (i) considering what competencies and skills the Board, as a whole, should possess; (ii) assessing what competencies and skills each existing director possesses; and (iii) considering the appropriate size of the Board, with a view to facilitating effective decision making, all with regard to their diversity, gender, age, expertise, time availability and experience (industry, professional and public service). The Board will consider the advice and input of the CGN Committee. See “ Corporate Governance Disclosure - Corporate Governance and Nominating Committee ” below for further details regarding such committee, including its members and responsibilities.

Corporate Governance and Nominating Committee

Our corporate governance and nominating committee shall be composed of at least two members of our Board, all of whom are “independent directors” within the meaning of NASDAQ Stock Market Rule 5605(a)(2). In affirmatively determining the independence of any member of our corporate governance and nominating committee, our Board must consider all factors specifically relevant to determining whether a director has a relationship to us that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

All members of our corporate governance and nominating committee shall be “independent” as contemplated in NI 58-101, such that all members of our corporate governance and nominating committee will have no direct or indirect relationship with us that could, in the view of our Board, be reasonably expected to interfere with the exercise of his or her independent judgment.

The purpose of our corporate governance and nominating committee is to:

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Our corporate governance and nomination committee members are Dr. Henry Friesen (chair), Dr. Michael Moore and Dr. Thomas Reynolds. Our Board has determined that each member of our corporate governance and nomination committee is independent within the meaning of such term in the rules of NASDAQ and Canadian provincial securities regulatory authorities.

Compensation Committee

Our compensation committee is required to be composed of at least two members of our Board, all of whom are considered “independent” of our management in accordance with the provisions of Rule 10C-1(b)(1) under the Exchange Act and NASDAQ Stock Market Rule 5605(a)(2) and 5605(d)(2)(A). In affirmatively determining the independence of any member of our compensation committee, our Board must consider all factors specifically relevant to determining whether a director has a relationship to the Corporation that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Corporation to such director; and (ii) whether such director is affiliated with the Corporation, a subsidiary of the Corporation or an affiliate of a subsidiary of the Corporation.

Our compensation committee is required to ensure that the compensation programs and values transferred to management through cash pay, share and share-based awards, whether immediate, deferred, or contingent are fair and appropriate to attract, retain and motivate management and are reasonable in view of company economics and of the relevant practices of other similar companies. Our compensation committee recommends to our Board compensation arrangements for Board members.

Our compensation committee members are Dr. Michael Moore (chair), Dr. Robert Kirkman and Dr. Thomas Reynolds. Our Board has determined that each member of our compensation committee is independent within the meaning of such term in the rules of NASDAQ, the SEC and Canadian provincial securities regulatory authorities.

Relevant Education and Experience

The following describes the education and experience of each compensation committee member that is relevant in the performance of his responsibilities as a compensation committee member:

Dr. Michael Moore - Director

Dr. Moore is currently Chair of MISSION Therapeutics Limited, a UK drug discovery company targeting deubiquitinating enzymes for multiple disease indications. He also holds non-executive positions with other UK biopharmaceutical companies. From 2004 to 2013, Dr. Moore was non-executive chair of Trillium Privateco and from 2003-2008 Chief Executive Officer and director of PIramed Ltd, a UK-based biotechnology company developing small molecule drugs against the PI-3 kinase superfamily, which was acquired by Roche. Prior to PIramed, he held several progressive positions at Xenova Group plc (1988-2003), including Chief Scientific Officer and Research Director. Dr. Moore held a tenured Cancer Research Campaign position (1980) at the Paterson Institute for Cancer Research, was Honorary Reader in Immunology and Oncology at the University of Manchester Medical School (1986), and Editor-in-Chief of the British Journal of Cancer (1983). Dr. Moore received his PhD (Faculty of Pure Science) and DSc (Faculty of Medicine) from Nottingham University and has more than 150 scientific publications.

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Dr. Thomas Reynolds - Director

Dr. Reynolds served as Chief Medical Officer of Seattle Genetics from March 2007 until his retirement in February, 2013. While at Seattle Genetics, he was responsible for building and leading an integrated clinical development, regulatory and medical affairs organization, highlighted by the development and approval of ADCETRIS. From 2002 to 2007, Dr. Reynolds served at ZymoGenetics (acquired by Bristol-Myers Squibb in 2010), most recently as Vice President, Medical Affairs, where he oversaw the clinical development and regulatory filing of RECOTHROM. Previously, he was Vice President, Clinical Affairs at Targeted Genetics, and before that he was at Somatix Therapy (acquired by Cell Genesys in 1997). Dr. Reynolds received his M.D., and Ph.D. in Biophysics, from Stanford University and a B.A. in Chemistry from Dartmouth College. He is currently a member of the Compensation Committee at MEI Pharma, Inc. and chair of the Remuneration Committee at Oxford BioTherapeutics Ltd, a private UK-based company.

Dr. Robert Kirkman - Director

Dr. Kirkman served as Oncothyreon’s President and Chief Executive Officer from September 2006 to January 2016. From 2005 to 2006, he was acting President and Chief Executive Officer of Xcyte Therapies, which concluded a merger with Cyclacel Pharmaceuticals, both development-stage biopharmaceutical companies, in March of 2006. From 2004 to 2005, Dr. Kirkman was Chief Business Officer and Vice President of Xcyte. From 1998 to 2003, Dr. Kirkman was Vice President, Business Development and Corporate Communications of Protein Design Labs, a biopharmaceutical company. Dr. Kirkman holds a M.D. degree from Harvard Medical School and a B.A. in economics from Yale University.

Audit Committee

The Board has established an audit committee currently comprised of Luke Beshar (Chair), Dr. Henry Friesen and Dr. Robert Kirkman. Each member of the audit committee is (a) an “Independent Director,” as defined in NASDAQ Rule 5605(a)(2), and (b) “independent” within the meaning of Rule 10A-3 under the United States Securities Exchange Act of 1934, as amended, or the Exchange Act, and the determination of independence will be affirmatively made by our Board annually, provided that our Board may elect to take advantage of any exemption from such requirements provided in the rules of NASDAQ or the Exchange Act. In addition, each member of the audit committee is an independent and non-executive directors of the Corporation and meet the independence and financial literacy requirements of NI 52-110.

For further information regarding the audit committee, see the Corporation’s Annual Information Form for the financial year ended December 31, 2015, or the AIF, which is incorporated by reference into, and forms an integral part of, this Circular. The AIF is available on SEDAR at www.sedar.com . The Corporation will, upon request at 2488 Dunwin Drive, Mississauga, Ontario L5L 1J9, Attention: Chief Financial Officer, promptly provide a copy of the AIF free of charge to any securityholder of the Corporation.

Other Committees

We may establish special committees from time to time to deal with specific matters.

Assessments

The Board has developed a formal questionnaire to be completed by each director on an annual basis for the purpose of formally assessing the effectiveness of the Board as a whole, committees of the Board, and the contribution of individual directors. These questionnaires, and the issues arising therefrom, are intended to be reviewed and assessed by the chair on an annual basis or more frequently from time to time as the need arises.

The chair takes appropriate action as required based on the results obtained.

Director Tenure

Each of the persons elected as a director at the Meeting will serve until the close of our next annual meeting or until his or her successor is elected or appointed. The Board has not adopted a term limit for directors. The Board believes that the imposition of director term limits on a Board may discount the value of experience and continuity amongst Board members and runs the risk of excluding experienced and potentially valuable Board members. The Board relies on an annual director assessment procedure in evaluating Board members and believes that it can best strike the right balance between continuity and fresh perspectives without mandated term limits.

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Diversity

The corporate governance and nominating committee encourages diversity in the composition of the Board and requires periodic review of the composition of the Board as a whole to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of diversity, knowledge, experience, skills and expertise required for the Board as a whole. Accordingly, while the Board has not adopted a written policy nor targets relating to the identification and nomination of women directors, the Board does take into consideration a nominee’s potential to contribute to diversity within the Board. Given that diversity is part of determining the overall balance, which includes gender, the Board has not adopted a gender specific policy target. The Board is actively seeking to propose a female nominee for the next Board vacancy, provided that such nominee meets our needs in relation to her attributes and skills.

Consistent with our approach to diversity at the Board level, our hiring practices include consideration of diversity across a number of areas, including gender. Of our 23 employees (excluding the executive team) as of December 31, 2015, 19 employees (or 83%) are women. As of December 31, 2015, one of the five (or 20%) of our executive officer positions are held by women. We do not have a target number of women executive officers. Given the small size of our executive team, we believe that implementing targets would not be appropriate. However, in our hiring practices, we consider the level of representation of women in executive officer positions.

ADDITIONAL INFORMATION

Additional information relating to us can be found on SEDAR at www.sedar.com. Financial information is provided in our audited consolidated financial statements for the year ended December 31, 2015 and the related Management’s Discussion and Analysis, or MD&A. Each of these documents is available on SEDAR at www.sedar.com and incorporated herein by reference.

Copies of these consolidated financial statements and MD&A may be obtained (in some cases upon payment of a reasonable charge if the request is made by a person or company that is not a securityholder of ours) upon written request to James Parsons, Chief Financial Officer, at: Trillium Therapeutics Inc., 2488 Dunwin Drive, Mississauga, Ontario L5L 1J9.

DIRECTORS’ APPROVAL

The contents and the sending of this Circular have been approved by the directors. DATED the 15th day of April, 2016.

SCHEDULE “A” -
2016 STOCK OPTION PLAN

TRILLIUM THERAPEUTICS INC.
STOCK OPTION PLAN

Amended and Restated
as of March 22, 2016

The purpose of the Trillium Therapeutics Inc. (the “ Corporation ”) Stock Option Plan (the “ Plan ”) is to assist the Corporation in attracting, retaining and motivating directors, officers, consultants and employees of the Corporation and its subsidiaries and to closely align the personal interests of such directors, officers, employees and consultants with those of the shareholders of the Corporation by providing them with the opportunity, through options (“ Options ”), to acquire common shares (“ Common Shares ”) in the capital of the Corporation.

The Plan shall be administered by the Board of Directors of the Corporation which shall have full and final authority and discretion, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan, subject to the rules and policies of any exchange or quotation system upon which the Corporation’s Common Shares are listed or quoted including the Toronto Stock Exchange (“ TSX ”) and the NASDAQ Stock Market (the “ Exchange Rules ”). The Board of Directors may delegate any or all of its authority and discretion with respect to the administration of the Plan to the committee of the Board of Directors to which responsibility for executive compensation is delegated and when used hereafter in the Plan, “ Board of Directors ” shall be deemed to include such committee.

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time, plus the number of Common Shares reserved for issuance under outstanding Options otherwise granted by the Corporation (collectively, the “ Optioned Shares ”) shall not exceed 1,894,501 Common Shares.

Any exercise of Options will not make new grants available under the Plan. However, if Options granted to an individual under the Plan in respect of certain Optioned Shares expire or terminate for any reason with or without having been exercised, such Optioned Shares may be made available for other Options to be granted under the Plan.

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The following additional restrictions apply:

Options may be granted under the Plan to such directors, officers, employees of, or consultants to, the Corporation or its subsidiaries as the Board of Directors may from time to time designate as participants (the “ Participants ”) under the Plan. Subject to the provisions of the Plan, the total number of Optioned Shares to be made available under the Plan and to each Participant, the time or times and price or prices at which Options shall be granted, the time or times at which such Options are exercisable and any conditions or restrictions on the exercise of Options shall be in the full and final discretion of the Board of Directors.

No Options shall be granted to any Participant that is a non-employee director if such grant could result, at any time, in (i) the aggregate number of Common Shares issuable to non-employee directors under the Plan, or any other Security-Based Compensation Arrangement, exceeding 1% of the issued and outstanding Common Shares and the number of Common Shares issuable upon due conversion of the issued and outstanding Preferred Shares; or (ii) an annual grant per non-employee director exceeding $100,000 worth of Options.

Notwithstanding the expiration date applicable to any Option, if an Option would otherwise expire during or immediately after a Black-out Period, then the expiration date of such Option shall be the tenth business day following the expiration of the Black-out Period. Where used herein, “ Black-out Period ” means the period during which the Corporation has imposed trading restrictions on its Insiders and certain other persons pursuant to its insider trading and disclosure policies.

All Options under the Plan shall be granted upon and subject to the terms and conditions hereinafter set forth.

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The exercise price payable in respect of each Optioned Share may not be lower than the closing trading price of the Common Shares on the TSX or the NASDAQ Stock Market, as specified by the committee in the Option award (the “ Exchange ”) on the trading day immediately preceding the date of grant.

All Options granted under the Plan shall be evidenced by means of an agreement (the “ Option Agreement ”) between the Corporation and each Participant in a form as may be approved by the Board of Directors, such approval to be conclusively evidenced by the execution of the Option Agreement by any senior officer or director of the Corporation other than the Participant. The Corporation shall represent in each Option Agreement that the Participant is a bona fide director, officer, or employee of, or consultant to, the Corporation.

Subject to Section 4, each Option granted under the Plan shall expire not later than the 10th anniversary of the date such Option was granted and may be exercised by the Participant subject to such vesting (if any), during the term thereof as the Board of Directors shall determine (“ Option Period ”).

An Option granted under the Plan shall not be transferable or assignable (whether absolutely or by way of mortgage, pledge or other charge) by a Participant other than to “permitted assigns” as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions or by will or other testamentary instrument or the laws of succession and may be exercisable during the lifetime of the Participant only by such Participant.

Each Participant, upon becoming entitled to exercise an Option in respect of any Optioned Shares in accordance with an Option Agreement, shall thereafter be entitled to exercise the Option to purchase such Optioned Shares at any time prior to the expiration or other termination of the Option Agreement or the Option rights granted thereunder in accordance with such agreement.

Any Option granted under the Plan may be exercised by a Participant or the legal representative of a Participant by giving notice to the Corporation specifying the number of Common Shares in respect of which such Option is being exercised, accompanied by payment (by cash or certified cheque payable to the Corporation) of the entire exercise price (determined in accordance with the Option Agreement) for the number of Common Shares specified in the notice. Upon any such exercise of an Option by a Participant, the Corporation shall promptly deliver to such Participant or the legal representative of such Participant, as the case may be, a share certificate in the name of such Participant or the legal representative of such Participant, as the case may be, representing the number of Common Shares specified in the notice.

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If the Corporation is required under the Income Tax Act (Canada) or any other applicable law to remit to any governmental authority an amount on account of tax on the value of any taxable benefit associated with the exercise or disposition of Options by a Participant, then the Participant shall, concurrently with the exercise or disposition:

The Participants shall have no rights whatsoever as shareholders in respect of any of the Optioned Shares (including, without limitation, any right to receive dividends or other distributions therefrom, voting rights, warrants or rights under any rights offering) other than in respect of Optioned Shares for which Participants have exercised their Option to purchase and which have been issued by the Corporation.

The term “ Change of Control ” shall mean any one or a combination of:

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Notwithstanding any other provision of the Plan, in the event of a Change of Control, any surviving, successor or acquiring entity will assume any outstanding Options or will substitute similar awards for the outstanding Options. If the surviving, successor or acquiring entity does not assume the outstanding Options or substitute similar awards for the outstanding Options, or if the Board of Directors otherwise determines in its sole discretion, the Corporation will give written notice to all Participants advising that the Plan will be terminated effective immediately prior to the Change of Control and all Options will be deemed to be vested Options and may make provision for the exercise of Options and tender of Common Shares in connection with the Change of Control and may otherwise make provision for the cash out or termination of Options that are not exercised within a specified period of time.

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In the event of a share dividend, share split, issuance of Common Shares or instruments convertible into Common Shares (other than pursuant to the Plan) for less than market value, share consolidation, share reclassification, exchange of Common Shares, recapitalization, amalgamation, merger, consolidation, corporate continuance, reorganization, liquidation or the like of or by the Corporation, the Board of Directors may make such adjustment, if any, of the number of Optioned Shares, or of the exercise price, or both, as it shall deem appropriate to give proper effect to such event, including to prevent, to the extent possible, substantial dilution or enlargement of rights granted to Participants under the Plan. In any such event, the maximum number of Common Shares available under the Plan may be appropriately adjusted by the Board of Directors.

Subject to Section 5(h) (in respect of a Change of Control), if because of a proposed merger, amalgamation or other corporate continuance or reorganization, the exchange or replacement of Common Shares in the Corporation for those in another corporation is imminent, the Board of Directors may, in a fair and equitable manner, determine the manner in which all unexercised Option rights granted under the Plan shall be treated including, for example, the time for the fulfilment of any conditions or restrictions on such exercise. All determinations of the Board of Directors under this paragraph (j) shall be full and final,

If a Participant is dismissed as a director, officer or employee of, or consultant to, the Corporation or one of its subsidiaries for cause (as such term is interpreted by the courts of Ontario from time to time, “ Cause ”), all unexercised Option rights of that Participant under the Plan shall immediately become terminated and shall lapse notwithstanding the original term of the Option granted to such Participant under the Plan.

Subject to earlier termination pursuant to Section 5(j) above, if a Participant ceases to be a director, officer or employee of, or consultant to, the Corporation or of one of its subsidiaries as a result of:

such Participant shall have the right until the earlier of: (i) 120 days (or such other longer period as may be determined by the Board of Directors in its sole discretion or, if longer, the period specified in the Participant’s employment contract) following the Participant’s last day of active employment which shall not include any period of statutory or reasonable notice or any period of deemed employment or salary continuance (“ Termination Date ”) ; and (ii) the normal expiry date of the Option rights of such Participant, to exercise the Option under the Plan with respect to all Optioned Shares of such Participant to the extent that they were exercisable on the Termination Date. Upon the expiration of such period, all unexercised Option rights of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option granted to such Participant under the Plan.

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If a Participant ceases to be a director, officer or employee of, or consultant to, the Corporation or of one of its subsidiaries as a result of disability or illness preventing the Participant from performing the duties routinely performed by such Participant, such Participant shall have the right until the earlier of: (i) 180 days following the Termination Date; and (ii) the normal expiry date of the Option rights of such Participant, to exercise the Option under the Plan with respect to all Optioned Shares of such Participant to the extent they were exercisable on the Termination Date. Upon the expiration of such 180 day period all unexercised Option rights of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option granted to such Participant under the Plan.

In the event of the death of any Participant, the legal representatives of the deceased Participant shall have the right until the earlier of: (i) one year after the date of death of the Participant; and (ii) the normal expiry date of the Option rights of such Participant, to exercise the deceased Participant’s Option with respect to all of the Optioned Shares of the deceased Participant to the extent they were exercisable on the date of death. Upon the expiration of such period all unexercised Option rights of the deceased Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option granted to the deceased Participant under the Plan.

Notwithstanding anything in the Plan to the contrary, if the employment of a Participant is terminated by the Corporation (or its successor, if applicable) without cause or if the Participant resigns in circumstances constituting constructive dismissal, in each case, within 24 months following a Change of Control all of the Participant’s Options, will vest immediately prior to the Termination Date. All vested Options may be exercised until the earlier of: (i) 120 days (or such other longer period as may be determined by the Board of Directors in its sole discretion) following the Termination Date ; or (ii)the normal expiry date of the Option rights of such Participant. Upon the expiration of such period, all unexercised Option rights of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option granted to such Participant under the Plan.

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The Board of Directors has the discretion to make amendments to this Plan and any Options granted hereunder which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation:

Shareholder approval will be required in the case of: (i) any amendment to the amendment provisions of the Plan; (ii) any increase in the maximum number of Common Shares issuable under the Plan; (iii) amendments that may permit the introduction or re-introduction of non-employee directors on a discretionary basis or amendments that increase limits previously imposed on non-employee director participation; and (iv) any reduction in the exercise price or extension of the Option Period (other than as a result of a Blackout Period extension), in addition to such other matters that may require shareholder approval under the Exchange Rules.

Nothing contained in the Plan nor in any Option granted hereunder shall give any Participant or any other person any interest or title in or to any Common Shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option, nor shall it confer upon the Participants any right to continue as an officer or employee of the Corporation or of its subsidiaries.

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The obligations of the Corporation to sell Common Shares and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Participants with all applicable corporate and securities laws and Exchange Rules as the Corporation deems necessary or advisable.

SCHEDULE “B” -
BLACKLINE COMPARISON
2016 STOCK OPTION PLAN V. 2014 STOCK OPTION PLAN

TRILLIUM THERAPEUTICS INC.
( formerly, Stem Cell Therapeutics Corp. )

STOCK OPTION PLAN

Amended and Restated
on May 27, 2014 as of March 22, 2016

Unless otherwise defined herein or the context otherwise requires, capitalized terms used have the meaning ascribed to them in the Toronto Stock Exchange (“ TSX ”) Company Manual.

The purpose of the Trillium Therapeutics Inc. (the “ Corporation ”) Stock Option Plan (the “ Plan ”) is to assist the Corporation in attracting, retaining and motivating directors, officers, service providers (the term “service provider” having the definition ascribed thereto in the TSX Company Manual) consultants and employees of the Corporation and its subsidiaries and to closely align the personal interests of such directors, officers, employees and service providers consultants with those of the shareholders of the Corporation by providing them with the opportunity, through options (“ Options ”), to acquire common shares (“ Common Shares ”) in the capital of the Corporation.

The Plan shall be administered by the Board of Directors of the Corporation which shall have full and final authority and discretion, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan, subject to the rules and policies of any exchange or quotation system upon which the Corporation’s Common Shares are listed or quoted including the TSX Toronto Stock Exchange (“ TSX ”) and the NASDAQ Stock Market (the “ Exchange Rules ”) . The Board of Directors may delegate any or all of its authority and discretion with respect to the administration of the Plan to a the committee of the Board of Directors to which responsibility for executive compensation committee of directors. When is delegated and when used hereafter in the Plan, “ Board of Directors ” shall be deemed to include the compensation such committee acting on behalf of the Board of Directors .

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time, plus the number of Common Shares reserved for issuance under outstanding Options otherwise granted by the Corporation (collectively, the “ Optioned Shares ”) shall not exceed ten percent of the combined total of the issued and outstanding Common Shares and the number of Common Shares issuable upon due exercise of the issued and outstanding Preferred Shares, and the number of Optioned Shares reserved for issuance under the Plan shall increase or decrease as the number of issued and outstanding Common Shares and Preferred Shares changes. 1,894,501 Common Shares.

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Any exercise of Options will not make new grants available under the Plan. However, the if Options granted to an individual under the Plan in respect of certain Optioned Shares expire or terminate for any reason with or without having been exercised, such Optioned Shares may be made available for other Options to be granted under the Plan.

The following additional restrictions apply:

Options may be granted under the Plan to such directors, officers, employees of, or service providers consultants to, the Corporation or its subsidiaries as the Board of Directors may from time to time designate as participants (the “ Participants ”) under the Plan. Subject to the provisions of the Plan, the total number of Optioned Shares to be made available under the Plan and to each Participant, the time or times and price or prices at which Options shall be granted, the time or times at which such Options are exercisable and any conditions or restrictions on the exercise of Options shall be in the full and final discretion of the Board of Directors.

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No Options shall be granted to any Participant that is a non-employee director if such grant could result, at any time, in (i) the aggregate number of Common Shares issuable to non-employee directors under the Plan, or any other Security-Based Compensation Arrangement, exceeding 1% of the issued and outstanding Common Shares and the number of Common Shares issuable upon due conversion of the issued and outstanding Preferred Shares; or (ii) an annual grant per non-employee director exceeding $100,000 worth of Options.

Notwithstanding the expiration date applicable to any Option, if an Option would otherwise expire during or immediately after a Black-out Period, then the expiration date of such Option shall be the tenth business day following the expiration of the Black-out Period , provided that in no event shall the period during which said Option is exercisable be extended beyond 10 years from the date such Option is granted to the Participant . Where used herein, “ Black-out Period ” means the period during which the Corporation has imposed trading restrictions on its Insiders and certain other persons pursuant to its insider trading and disclosure policies.

All Options under the Plan shall be granted upon and subject to the terms and conditions hereinafter set forth.

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Notwithstanding any other provision of the Plan, in the event of a Change of Control, any surviving, successor or acquiring entity will assume any outstanding Options or will substitute similar awards for the outstanding Options. If the surviving, successor or acquiring entity does not assume the outstanding Options or substitute similar awards for the outstanding Options, or if the Board of Directors otherwise determines in its sole discretion, the Corporation will give written notice to all Participants advising that the Plan will be terminated effective immediately prior to the Change of Control and all Options will be deemed to be vested Options and may make provision for the exercise of Options and tender of Common Shares in connection with the Change of Control and may otherwise make provision for the cash out or termination of Options that are not exercised within a specified period of time.

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such Participant shall have the right for a period until the earlier of : (i) 120 days from the date of ceasing to be a director, officer, employee or service provider (or such other longer period as may be determined by the Board of Directors in its sole discretion or, if longer, the period specified in the Participant’s employment contract) following the Participant’s last day of active employment which shall not include any period of statutory or reasonable notice or any period of deemed employment or salary continuance (“ Termination Date ”) ; and (ii) the normal expiry date of the Option rights of such Participant, to exercise the Option under the Plan with respect to all Optioned Shares of such Participant to the extent that they were exercisable on the date of ceasing to hold any such position with the Corporation, or until the normal expiry date of the Option rights of such Participant, whichever is earlier Termination Date . Upon the expiration of such period, all unexercised Option rights of that Participant shall immediately become terminated and shall lapse notwithstanding the original term of the Option granted to such Participant under the Plan.

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The Board of Directors has the discretion to make amendments to this Plan and any Options granted hereunder which it may deem necessary, without having to obtain shareholder approval. Such changes include, without limitation:

Shareholder approval will be required in the case of: (i) any amendment to the amendment provisions of the Plan; (ii) any increase in the maximum number of Common Shares issuable under the Plan; and (iii) amendments that may permit the introduction or re-introduction of non-employee directors on a discretionary basis or amendments that increase limits previously imposed on non-employee director participation; and (iv) any reduction in the exercise price or extension of the Option Period benefiting an Insider Participant (other than as a result of a Blackout Period extension) , in addition to such other matters that may require shareholder approval under the rules and policies of the TSX Exchange Rules .

Nothing contained in the Plan nor in any Option granted hereunder shall give any Participant or any other person any interest or title in or to any Common Shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option, nor shall it confer upon the Participants any right to continue as an officer or employee of the Corporation or of its subsidiaries.

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The obligations of the Corporation to sell Common Shares and deliver share certificates under the Plan are subject to such compliance by the Corporation and the Participants with all applicable corporate and securities laws and Exchange Rules as the Corporation deems necessary or advisable.

In addition, to be considered timely and in proper written form, a Nominating Shareholder’s notice shall be promptly updated and supplemented, if necessary, so that information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

References to “Nominating Shareholder” shall be deemed to refer to each shareholder that nominates a person for election as director of the Corporation in the case of a nomination proposal where more than one shareholder is involved in making such nomination proposal.

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You are receiving this notice to advise that the proxy materials for the above noted securityholders' meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting.

The information circular and other relevant materials are available at:

http://trilliumtherapeutics.com/investors/2016AGSM

OR

www.sedar.com

Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than May 17, 2016. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy.

PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on May 27, 2016

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Proxies submitted must be received by 1:00 p.m., Eastern Time, on May 25, 2016.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

EXECUTIVE EMPLOYMENT AGREEMENT
made as of February 11, 2016

Between

TRILLIUM THERAPEUTICS INC.
(hereinafter called the " Corporation ")

- and –

MR. JAMES PARSONS
(hereinafter called the " Executive ")

WHEREAS the Corporation and the Executive were parties to a binding written employment agreement dated June 3, 2014;

AND WHEREAS the Corporation and the Executive desire to amend the terms of that agreement;

AND WHEREAS the Corporation has provided the Executive with an increase in termination entitlements as valuable consideration for the amendments

AND WHEREAS the Corporation and the Executive desire to enter into a new written employment agreement to reflect their newly agreed upon terms and conditions of employment (“Agreement”);

NOW THEREFORE in consideration of the above, the mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties agree as follows:

PART I - EMPLOYMENT SERVICES

ARTICLE 1 - Definitions Applicable to this Part I

1.1                    " Business Day " means any day, other than a Saturday, Sunday or other day on which banks are not open for full commercial business in Toronto, Ontario.

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1.2                   " Disability " means an impairment of mind or body rendering a person incapable of performing his essential duties subject to the Corporation's duty to accommodate pursuant to the Ontario Human Rights Code, which impairment has continued for either, (i) six consecutive months, or (ii) an aggregate of six months out of any consecutive 12 month period.

1.3                   " Just Cause " includes anything that would constitute just cause at common law, and (i) the wilful and continued failure by the Executive to perform his duties as an employee, officer or director of the Corporation or any of its subsidiaries (other than resulting from incapacity due to physical or mental Disability); or (ii) the breach by the Executive in any material respect of this Agreement, provided that wilful failure to so perform his duties or a breach of this Agreement will constitute "Just Cause" only if the Executive fails to terminate the relevant act or cure the failure to act or breach and remedy and harm from such wrongful act or failure to act within ten (10) Business Days after receipt of written notice from the Corporation of such wrongful act, failure to act, breach or harm, or (iii) theft, fraud, dishonesty or wilful misconduct by the Executive involving the property, business or affairs of the Corporation or any of its subsidiaries or the carrying out of the Executive's duties.

ARTICLE 2 - Engagement and Acceptance of Duties

2.1                   During the period of the Executive's employment hereunder, the Executive shall assist the Corporation in carrying on the business and promote the interest, business and reputation of the Corporation and its affiliates. The Executive shall serve the Corporation in the capacity of Chief Financial Officer. The Executive shall undertake the responsibilities, duties and authorities typically associated with the position of Chief Financial Officer of the Corporation from time to time during the period of his employment hereunder. The Executive shall in the performance of such duties and exercise of such powers report to the Chief Executive Officer of the Corporation.

2.2                   The Executive shall devote his full time and attention to the affairs and business of the Corporation in order to perform his obligations hereunder and to well and faithfully serve the Corporation and shall exercise the powers and authorities and fulfil the duties conferred upon him honestly, diligently, in good faith and in the best interests of the Corporation. The Executive shall use his best efforts to promote the interests of the Corporation.

ARTICLE 3 - Employment Contract

3.1                   Subject to Article 6, the period of the Executive's employment hereunder shall continue from February 11, 2016 (the “Effective Date” ) until terminated by either party. The obligations of the Executive set forth in Part III of this Agreement shall survive the termination of this Agreement and the employment of the Executive hereunder.

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ARTICLE 4 – Remuneration

4.1                  Base Salary: For his services hereunder, the Corporation agrees to pay the Executive a salary at the annual rate of not less than $275,000.00, less statutory withholdings and deductions payable in monthly instalments in arrears (the " Base Salary ").

4.2                  Bonus: The Executive will also be eligible for an annual bonus (the “ Bonus ”) of up to thirty-five percent (35%) of the Base Salary, based on the performance of the Corporation, according to annual corporate objectives established by the Corporation’s Board, which shall be paid by the Corporation within 30 days from the end of the applicable calendar year. The Bonus portion of the Executive compensation could, in the future, vary as recommended by the Compensation Committee and agreed upon by the Board.

4.3                  Annual Review: The Executive's Base Salary and Bonus will be reviewed annually and may be subject to adjustment at the discretion of Compensation Committee of the Board of Directors of the Corporation.

ARTICLE 5 - Benefits and Vacation

During the period of employment of the Executive hereunder,

5.1                  Expenses: the Executive shall be reimbursed for all reasonable travelling and other reasonable expenses incurred by him in connection with the performance of his duties hereunder upon provision of appropriate receipts or other vouchers;

5.2                  Vacation: the Executive shall be entitled to four (4) weeks paid vacation per year as determined by the vacation policy of the Corporation, and such vacation shall be taken at a time convenient to the operation of the Corporation’s business;

5 .3                  Benefits: the Executive shall be entitled to participate in any group benefit plans and such other benefits as may be made available to the employees from time to time in accordance with the terms and conditions of such plans and subject to amendments to such plans as may be made in the sole discretion of the Corporation;

5.4                  Stock Options: Conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive options to purchase common shares of the Corporation.

5.5                  Change in Control relating to Stock Options granted prior to November 20, 2015: Should the Corporation be subject to a Change in Control, all unvested options granted prior to November 20, 2015 shall be vested immediately prior to the conclusion of such Change in Control.

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5.6                  "Change in Control" relating to Stock Options granted after November 19, 2015 : In the event that the Corporation terminates the employment of the Executive without cause or if the Executive resigns in circumstances constituting constructive dismissal, in each case, within 24 months following a Change of Control (such date being the “ Termination Date ”), all of the Executive's options, which were granted after November 19, 2015 (subject to any performance conditions and all other conditions of the operative Stock Option Plan), will vest immediately prior to the Termination Date. Such vested options may be exercised until the earlier of a) 120 days following the date of expiry of the notice period in connection with such termination (or, if there is no such notice period, 120 days following the actual Termination Date); or (b) the normal expiry date of the option rights. Upon the expiration of such period, all unexercised option rights of the Executive shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to the Executive under the Stock Option Plan. For the purposes of this Agreement "Change of Control" shall mean any one or a combination of:

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the Board of Directors passes a resolution to the effect that, for the purposes of some or all of the option agreements issued under the applicable Stock Option Plan, an event set forth in (i), (ii), (iii) or (iv) above has occurred.

5.7                  Deferred Share Units: conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive deferred share units under the Deferred Share Unit Plan of the Corporation.

5.8                   Registered Savings Plan: the Executive shall be entitled to receive annually up to 5% of base salary as an equal matching contribution to a registered savings plan where the Executive contributes to a registered savings plan through payroll deduction. The maximum matching contribution shall be equal to 50% of the maximum registered savings plan contribution limit as set by the Canada Revenue Agency for the respective year.

5.9                  Insurance: the Corporation shall, during the Executive’s employment hereunder, maintain in force directors and officers insurance sufficient to indemnify and hold harmless the Executive from any liability, claims, actions, costs or demands brought against him arising from or relating to the fulfilment by the Executive of his duties hereunder, to the extent that such insurance is permitted by public policy and/or any relevant law or regulation.

6.1.2                   subject to Article 7.1, by the Corporation without Just Cause and without prior notice to the Executive;

6.1.3                   by the Executive, and without further obligation, on three (3) months prior written notice given by the Executive, which the Corporation, in its sole discretion, may waive in whole or in part. In the event that the Corporation elects to waive any part of the said notice period, it shall nonetheless provide the Executive with his regular employment compensation for that period;

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6.1.4                   automatically upon the death of the Executive without further obligation of the Corporation; or

6.1.5                   upon the Disability of the Executive.

6.2                  Beneficiaries: Save as is hereinafter provided, neither the Executive nor his heirs, administrators or assigns shall have any entitlement whatsoever arising from the termination of the Executive’s employment hereunder by reason of the Executive’s death or Disability, save any entitlement to salary, bonus, stock options or reimbursement of expenses accrued and owing to the Executive to the date of such termination. Nothing in this section shall disentitle the Executive or his heirs, administrators or assigns from any benefit or entitlement to which they are otherwise entitled, pursuant to a policy of insurance or benefit plan.

ARTICLE 7 - Rights of the Executive on Termination

7.1                  Termination without Just Cause: Where the Executive's employment under this Agreement has been terminated by the Corporation pursuant to Article 6.1.2, the Executive shall be entitled to receive from the Corporation,

7.1.1                   payment of all remuneration pursuant to Article 4, any entitlement in respect of unused vacation pursuant to Article 5.2, benefits pursuant to Article 5.3, registered savings plan contributions pursuant to Article 5.8 and insurance coverage pursuant to Article 5.9, in each case as unpaid and earned to the date of termination;

7.1.2                   continuation of the Executive's Base Salary and Average Monthly Bonus for the period equal to the greater of A) twelve months; or B) one month per year of completed service (capped at twenty-four months). For this purpose "Average Monthly Bonus" shall calculated using the average of the Executive's last three annual bonus payments and divided by 12; and

7.1.3                   continuation of benefits and registered savings plan contributions, pursuant to Articles 5.3 and 5.8, for the period of time determined pursuant to Article 7.1.2(with the exception of short and long term disability coverage) subject to plan limits and as permitted by carriers.

7.2                   For the purposes of sub-Article 7.1.2 the Parties agree to use September 1, 2008 as the seniority date used to calculate the Executive's "years of completed service".

7.3                   The payments to the Executive, pursuant to Article 7.1 shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act.

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7.4                   Where the Executive's employment has been terminated under sub-Articles 6.1.1, 6.1.3, 6.1.4, and 6.1.5, he shall not be entitled to any payment as separation pay, in lieu of notice, or as damages. The Executive hereby waives any claims he may have against the Corporation for or in respect of separation pay, or on account of loss of office or employment or notice in lieu thereof or damages in lieu thereof (other than rights to accrued but unpaid, remuneration pursuant to Article 4, vacation pay pursuant to Article 5.2, and to reimbursement of expenses pursuant to Article 5.1) . Upon the cessation of the employment of the Executive for any reason or any Change Affecting the Executive’s Employment (as defined below) and receipt of the payments set out in Article 6.1.2 or 6.1.3 or under Part II, the Executive shall execute a release and waiver in favour of the Corporation in a form satisfactory to the Corporation; provided that delivery of such payments will be conditional on delivery by the Executive to the Corporation of the said release and waiver.

7.5                   On termination of employment, any stock options of the Executive and any shares issued upon exercise of any such stock options will be dealt with in accordance with the stock option plan of the Corporation, as amended from time to time.

7.6                   On termination of employment any deferred share units of the Executive will be dealt with in accordance with the Deferred Share Unit plan of the Corporation, as amended from time to time.

PART II - CHANGE AFFECTING THE EXECUTIVE'S EMPLOYMENT

ARTICLE 1 - Definitions Applicable to this Part II

1.1                   " Change Affecting the Executive's Employment " means the assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of the Corporation or a substantial adverse alteration in the nature or status of the Executive's responsibilities.

ARTICLE 2 – Terms

2.1                   In the event that there is a Change Affecting the Executive's Employment, the Corporation will provide to the Executive the following severance benefits:

2.1.1                an amount equal to all outstanding Base Salary amounts and vacation pay, pursuant to Article 5.2 of Part I, accrued to the date of the Change Affecting the Executive's Employment;

2.1.2                continuation of the Executive's Base Salary pursuant to Articles 7.1 of Part I, which shall be calculated in accordance with the Executive's Base Salary in force immediately prior to the Change Affecting the Executive's Employment;

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2.1.3                continuation of the Executive's Average Monthly Bonus for the period of time required by Article 7.1; and

2.1.4                following the Change Affecting the Executive's Employment, the Corporation will continue to make payments for the benefit of the Executive to benefit plans, pursuant to Article 5.3 of Part I (with the exception of short and long term disability coverage) for the period of time determined pursuant to 7.1.3 subject to plan limits and as permitted by carriers.

2.2                   The payments to the Executive, pursuant to Article 2.1 of this Part II shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act .

PART III - NON-COMPETITION, CONFIDENTIALITY, SOLICITATION and
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

ARTICLE 1 - Definitions Applicable to this Part III

1.1                   “ Confidential Information ” means confidential or proprietary information or data of or possessed by the Corporation, relating to the Corporation including such information (i) pertaining to research, development, engineering, production, sales, marketing, technical information, the technology, financial information, operating information, costs, performance, business process or customers, or (ii) in a context in which the source of such information or data reasonably communicates, or the recipient of such information or data should reasonably have understood, that it should be treated as confidential or proprietary, whether or not the specific word “confidential” or “proprietary” is used.

1.2                   “ Designated Area ” means the province of Ontario.

1.3                   " Person " means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

ARTICLE 2 - Non-Competition

2.1                   For so long as the Executive is employed with the Corporation and for a period of one (1) year from the date on which the Executive ceases to be an employee with the Corporation, such Executive shall not, directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder:

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2.1.1                   be engaged in any undertaking;

2.1.2                   have any financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of the business of any Person which carries on a business; or

2.1.3                   advise, lend money to or guarantee the debts or obligations of any Person which carries on a business;

in the Designated Area which is the same as or substantially similar to or which competes with the business carried on by the Corporation during the relevant period or on the date on which the Executive ceases to be employed by the Corporation.

2.2                   Notwithstanding the foregoing, nothing herein shall prevent the Executive from owning not more than five percent (5%) of the issued share of a corporation, the shares of which are listed on a recognized stock exchange or traded on the over-the-counter markets in Canada or the United States, that carries on a business which is the same as or substantially similar to or which competes with or would compete with the business of the Corporation provided that such five percent (5%) ownership does not constitute de facto control over such competitor corporation.

2.3                   The Executive agrees that all restrictions in this Agreement are necessary and fundamental to the protection of the business carried on by the Corporation and that all such restrictions are reasonable and valid, and all defenses to the strict enforcement thereof by any of the parties hereto are hereby waived.

ARTICLE 3 - Non-Solicitation

3.1                   For a period of one (1) year from the date on which the Executive ceases to be an employee of the Corporation, such Executive shall not directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder hire any employees of the Corporation or induce or attempt to induce any employee of the Corporation to leave his employment or contact any customers of the Corporation for the purpose of selling to those customers any products or services which are the same as or substantially similar to, or competitive with, the products or services sold by the Corporation at such date.

ARTICLE 4 - Confidentiality

4.1                   The Executive agrees that he shall not, without the prior written consent of the Corporation, directly or indirectly communicate or disclose to any Person, or use for any purpose other than in furtherance of the Corporation’s business, any knowledge or information acquired by the Executive relating to or concerning the technology, trade secrets, systems or any other confidential information regarding the property, business or affairs of the Corporation, nor shall it utilize or make available any such knowledge or information, directly or indirectly, in connection with the solicitation or acceptance of employment with any competitor of the Corporation. Each Executive agrees to deliver to the Corporation all documents and other media containing any confidential or proprietary information of the Corporation without retaining any copies thereof upon ceasing to be employed by the Corporation or upon request of the Corporation.

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4.2                   The foregoing provisions shall not apply to information: (i) which is in the public domain; (ii) which the disclosing party can demonstrate through appropriate documentation was previously known to the disclosing party; (iii) which the disclosing party learned from a source other than the Corporation or an employee of the Corporation, and without violation of this or any other non-disclosure obligation; or (iv) which is required to be disclosed by operation of law or the decision or order of a court or tribunal of valid jurisdiction.

4.3                   Each party acknowledges that disclosure of any Confidential Information regarding the Corporation in contravention of this Article 4 may cause significant harm to the Corporation and that remedies at law may be inadequate to protect against a breach of this Article 4. Accordingly, each party agrees that the Corporation shall be entitled, in addition to any other relief available to it, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. Each party covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to the Corporation of any other remedy.

4.4                   The Executive acknowledges and agrees that the obligations under this Article 4 are to remain in effect in perpetuity.

ARTICLE 5 – Assignment of Intellectual Property Rights

5.1                   The Executive hereby assigns and transfers to the Corporation all right, title and interest, including intellectual property rights and copyrights, in and to any and all information of the business, financial, strategy, products, suppliers or customers of the Corporation, including without limitation, any work product, technology, source and object code, programs, designs, schematics, flow diagrams, documentation, techniques, records, books and other documents relating in any manner whatsoever, whether prepared by the Executive or otherwise coming into the Executive's possession (collectively referred to as the "Materials"). Accordingly, the Corporation has all right, title and interest, including intellectual property rights and copyrights in the Materials and the Executive waives and all moral rights to such Materials in favour of the Corporation.

5.2                   Upon the cessation of the employment of the Executive for any reason, or at any other time upon request of the Corporation, the Executive shall return promptly all Confidential Information and Materials, manuscripts, letters, reports, models, proposals, computer files and other documents, materials and property belonging to the Corporation or to any third party to whom the Corporation owes confidentiality obligations.

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ARTICLE 6 – Obligations Not Exhaustive

6.1                   The Executive acknowledges that the obligations contained in this Part III are not in substitution for any obligations which such Executive may now or hereafter owe to the Corporation and which other obligations exist apart from this Part III and that the obligations contained in this Part III do not replace any rights of the Corporation with respect to any such other obligation.

ARTICLE 7 - Remedies

7.1                   The Executive acknowledges that a breach or threatened breach by such Executive of any provision of this Part III will result in the Corporation suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that the Corporation shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the Corporation may become entitled.

PART IV - GENERAL

ARTICLE 1 - Survival

1.1                   The provisions of Part III and any confidentiality agreement executed by the Executive shall survive the termination of the employment of the Executive with the Corporation under this Agreement.

ARTICLE 2 - Entire Agreement

2.1                   This Agreement constitutes the entire agreement between the parties hereto relative to the employment of the Executive and supersedes all prior agreements and understandings whether written or oral relative to the employment of the Executive. Except as otherwise specifically set forth in this Agreement, no party hereto makes any representation or warranty express or implied, statutory or otherwise to any other party hereto. This Agreement may not be amended or modified except by written instrument executed by all the parties hereto. Nothing contained in the Agreement is a waiver or release of any fiduciary obligations of the Executive owed to the Corporation.

ARTICLE 3 - Governing Law

3.1                   This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the province of Ontario and, for the purposes of all legal proceedings, this Agreement shall be deemed to have been performed in such province. The Executive and the Corporation hereby irrevocably attorns to the exclusive jurisdiction of the courts of such province and the courts of such province shall have the sole and exclusive jurisdiction to entertain any action arising under this Agreement.

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ARTICLE 4 - Assignment

4.1                   This Agreement shall not be assignable by either party hereto except with the prior written consent of the other party hereto.

ARTICLE 5 - Further Assurances

5.1                   Each of the parties hereto hereby covenants and agrees to promptly do all such acts and execute all such further agreements, assurances and other documents as the other party hereto may from time to time reasonably request in writing be done and/or executed in order to better evidence and/or perfect the respective matters and things herein provided for and/or the respective obligations created or intended to be created hereby.

ARTICLE 6 – Enurement

6.1                   The provisions hereof, where the context permits, shall enure to the benefit and be binding upon the Executive and his heirs, executors, administrators and legal personal representatives and the Corporation and its successors and assigns.

ARTICLE 7 - No Liability for Directors or Others

7.1                   The Executive acknowledges and agrees that each and every of the obligations, agreements, liabilities and covenants in this Agreement which are not the Executive's are solely those of the Corporation, and the directors, officers, Executives and shareholders of the Corporation shall not have, and are hereby released from, any responsibility or liability of any nature whatsoever in respect of such obligations, agreements, liabilities or covenants.

ARTICLE 8 - Independent Legal Advice

8.1                   The Executive confirms that he has read and understands the terms of this Agreement. The Executive confirms that the Corporation has advised, and given him an opportunity, to seek independent legal advice prior to the execution of this Agreement.

ARTICLE 9 - Insurance

9.1                   The Corporation shall use its reasonable best efforts to obtain comprehensive directors and officers liability insurance and comprehensive disability insurance for its executives on commercially reasonable terms.

9.2                   The Corporation may, from time to time, apply for and take out, in its own name and at its own expense, naming itself or others as the designated beneficiary (which may change from time to time), policies for life, health, accident, disability or other insurance upon the Executive in any amount or amounts that it may deem necessary or appropriate to protect its interest.

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9.3                   The Executive agrees to aid the Corporation in procuring the insurance referred to in Articles 9.1 and 9.2 of this Part III by submitting to such medical examinations and by filling out, executing and delivering such applications and other instruments as may reasonably be required from time to time by an insurance company or companies to which any application or applications for insurance may be made by or for the Corporation.

ARTICLE 10 - Headings

10.1                   The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

ARTICLE 11 - Notices

11.1                   Any notices, consents, demands, requests, approvals, and other communications to be given under this Agreement by either party to the other must be in writing and must be either (i) personally delivered, (ii) mailed by registered or certified mail, postage prepaid with return receipt requested, (iii) delivered by overnight express delivery service or same-day local courier service, or (iv) delivered by facsimile transmission, to the address set forth below, or to such other address as may be designated by the parties from time to time in accordance with this Article 11.

Notices delivered personally or by overnight express delivery service of by local courier service are deemed given as of actual receipt. Mailed notices are deemed given three business days after mailing. Notices delivered by facsimile transmission are deemed given upon receipt by the sender of transmission confirmation.

ARTICLE 12 - Waiver

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12.1                   No waiver of any of the provisions of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

ARTICLE 13 - Statutory Deductions

13.1                   All payments made under this Agreement are subject to any deductions required by law.

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ARTICLE 14 - Successors

14.1                   The Corporation shall ensure so that any successor to the Corporation (whether direct or indirect, by purchase, amalgamation, reorganization or otherwise) accepts the terms of this Agreement as if it were an original signatory hereto.

ARTICLE 15 – Currency

15.1                   Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of Canada.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written.

SIGNED, SEALED AND DELIVERED
            in the presence of

EXECUTIVE EMPLOYMENT AGREEMENT
made as of February 11, 2016

Between

TRILLIUM THERAPEUTICS INC.
(hereinafter called the " Corporation ")

- and –

DR. PENKA PETROVA
(hereinafter called the " Executive ")

WHEREAS the Corporation and the Executive were parties to a binding written employment agreement dated June 3, 2014;

AND WHEREAS the Corporation and the Executive desire to amend the terms of that agreement;

AND WHEREAS the Corporation has provided the Executive with an increase in termination entitlements as valuable consideration for the amendments

AND WHEREAS the Corporation and the Executive desire to enter into a new written employment agreement to reflect their newly agreed upon terms and conditions of employment (“Agreement”);

NOW THEREFORE in consideration of the above, the mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties agree as follows:

PART I - EMPLOYMENT SERVICES

ARTICLE 1 - Definitions Applicable to this Part I

1.1                    " Business Day " means any day, other than a Saturday, Sunday or other day on which banks are not open for full commercial business in Toronto, Ontario.

1.2                    " Disability " means an impairment of mind or body rendering a person incapable of performing his essential duties subject to the Corporation's duty to accommodate pursuant to the Ontario Human Rights Code, which impairment has continued for either, (i) six consecutive months, or (ii) an aggregate of six months out of any consecutive 12 month period.

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1.3                    " Just Cause " includes anything that would constitute just cause at common law, and (i) the wilful and continued failure by the Executive to perform her duties as an employee, officer or director of the Corporation or any of its subsidiaries (other than resulting from incapacity due to physical or mental Disability); or (ii) the breach by the Executive in any material respect of this Agreement, provided that wilful failure to so perform her duties or a breach of this Agreement will constitute "Just Cause" only if the Executive fails to terminate the relevant act or cure the failure to act or breach and remedy and harm from such wrongful act or failure to act within ten (10) Business Days after receipt of written notice from the Corporation of such wrongful act, failure to act, breach or harm, or (iii) theft, fraud, dishonesty or wilful misconduct by the Executive involving the property, business or affairs of the Corporation or any of its subsidiaries or the carrying out of the Executive's duties.

ARTICLE 2 - Engagement and Acceptance of Duties

2.1                    During the period of the Executive's employment hereunder, the Executive shall assist the Corporation in carrying on the business and promote the interest, business and reputation of the Corporation and its affiliates. The Executive shall serve the Corporation in the capacity of Chief Development Officer. The Executive shall undertake the responsibilities, duties and authorities typically associated with the position of Chief Development Officer of the Corporation from time to time during the period of her employment hereunder. The Executive shall in the performance of such duties and exercise of such powers report to the Chief Executive Officer of the Corporation.

2.2                    The Executive shall devote her full time and attention to the affairs and business of the Corporation in order to perform her obligations hereunder and to well and faithfully serve the Corporation and shall exercise the powers and authorities and fulfil the duties conferred upon her honestly, diligently, in good faith and in the best interests of the Corporation. The Executive shall use her best efforts to promote the interests of the Corporation.

ARTICLE 3 - Employment Contract

3.1                    Subject to Article 6, the period of the Executive's employment hereunder shall continue from February 11, 2016 (the “Effective Date” ) until terminated by either party. The obligations of the Executive set forth in Part III of this Agreement shall survive the termination of this Agreement and the employment of the Executive hereunder.

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ARTICLE 4 – Remuneration

4.1                   Base Salary: For her services hereunder, the Corporation agrees to pay the Executive a salary at the annual rate of not less than $275,000.00, less statutory withholdings and deductions payable in monthly instalments in arrears (the " Base Salary ").

4.2                   Bonus: The Executive will also be eligible for an annual bonus (the “ Bonus ”) of up to thirty-five percent (35%) of the Base Salary, based on the performance of the Corporation, according to annual corporate objectives established by the Corporation’s Board, which shall be paid by the Corporation within 30 days from the end of the applicable calendar year. The Bonus portion of the Executive compensation could, in the future, vary as recommended by the Compensation Committee and agreed upon by the Board.

4.3                   Annual Review: The Executive's Base Salary and Bonus will be reviewed annually and may be subject to adjustment at the discretion of Compensation Committee of the Board of Directors of the Corporation.

ARTICLE 5 - Benefits and Vacation

During the period of employment of the Executive hereunder,

5.1                   Expenses: the Executive shall be reimbursed for all reasonable travelling and other reasonable expenses incurred by her in connection with the performance of her duties hereunder upon provision of appropriate receipts or other vouchers;

5.2                   Vacation: the Executive shall be entitled to four (4) weeks paid vacation per year as determined by the vacation policy of the Corporation, and such vacation shall be taken at a time convenient to the operation of the Corporation’s business;

5.3                   Benefits: the Executive shall be entitled to participate in any group benefit plans and such other benefits as may be made available to the employees from time to time in accordance with the terms and conditions of such plans and subject to amendments to such plans as may be made in the sole discretion of the Corporation;

5.4                   Stock Options: Conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive options to purchase common shares of the Corporation.

5.5                   Takeover relating to Stock Options granted prior to November 20, 2015: Should the Corporation be subject to a Change in Control, all unvested options granted prior to November 20, 2015 shall be vested immediately prior to the conclusion of such Change in Control.

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5.6                   "Change in Control" relating to Stock Options granted after November 19, 2015 : In the event that the Corporation terminates the employment of the Executive without cause or if the Executive resigns in circumstances constituting constructive dismissal, in each case, within 24 months following a Change of Control (such date being the “ Termination Date ”), all of the Executive's options, which were granted after November 19, 2015 (subject to any performance conditions and all other conditions of the operative Stock Option Plan), will vest immediately prior to the Termination Date. Such vested options may be exercised until the earlier of a) 120 days following the date of expiry of the notice period in connection with such termination (or, if there is no such notice period, 120 days following the actual Termination Date); or (b) the normal expiry date of the option rights. Upon the expiration of such period, all unexercised option rights of the Executive shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to the Executive under the Stock Option Plan. For the purposes of this Agreement "Change of Control" shall mean any one or a combination of:

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the Board of Directors passes a resolution to the effect that, for the purposes of some or all of the option agreements issued under the applicable Stock Option Plan, an event set forth in (i), (ii), (iii) or (iv) above has occurred.

5.7                   Deferred Share Units: conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive deferred share units under the Deferred Share Unit Plan of the Corporation.

5.8                   Registered Savings Plan: the Executive shall be entitled to receive annually up to 5% of base salary as an equal matching contribution to a registered savings plan where the Executive contributes to a registered savings plan through payroll deduction. The maximum matching contribution shall be equal to 50% of the maximum registered savings plan contribution limit as set by the Canada Revenue Agency for the respective year.

5.9                   Insurance: the Corporation shall, during the Executive’s employment hereunder, maintain in force directors and officers insurance sufficient to indemnify and hold harmless the Executive from any liability, claims, actions, costs or demands brought against him arising from or relating to the fulfilment by the Executive of his duties hereunder, to the extent that such insurance is permitted by public policy and/or any relevant law or regulation.

6.1.2                    subject to Article 7.1, by the Corporation without Just Cause and without prior notice to the Executive;

6.1.3                    by the Executive, and without further obligation, on three (3) months prior written notice given by the Executive, which the Corporation, in its sole discretion, may waive in whole or in part. In the event that the Corporation elects to waive any part of the said notice period, it shall nonetheless provide the Executive with her regular employment compensation for that period;

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6.1.4                    automatically upon the death of the Executive without further obligation of the Corporation; or

6.1.5                    upon the Disability of the Executive.

6.2                   Beneficiaries: Save as is hereinafter provided, neither the Executive nor her heirs, administrators or assigns shall have any entitlement whatsoever arising from the termination of the Executive’s employment hereunder by reason of the Executive’s death or Disability, save any entitlement to salary, bonus, stock options or reimbursement of expenses accrued and owing to the Executive to the date of such termination. Nothing in this section shall disentitle the Executive or her heirs, administrators or assigns from any benefit or entitlement to which they are otherwise entitled, pursuant to a policy of insurance or benefit plan.

ARTICLE 7 - Rights of the Executive on Termination

7.1                   Termination without Just Cause: Where the Executive's employment under this Agreement has been terminated by the Corporation pursuant to Article 6.1.2, the Executive shall be entitled to receive from the Corporation,

7.1.1                    payment of all remuneration pursuant to Article 4, any entitlement in respect of unused vacation pursuant to Article 5.2, benefits pursuant to Article 5.3, registered savings plan contributions pursuant to Article 5.8 and insurance coverage pursuant to Article 5.9, in each case as unpaid and earned to the date of termination;

7.1.2                    continuation of the Executive's Base Salary and Average Monthly Bonus for the period equal to the greater of A) twelve months; or B) one month per year of completed service (capped at twenty-four months). For this purpose "Average Monthly Bonus" shall calculated using the average of the Executive's last three annual bonus payments and divided by 12; and

7.1.3                    continuation of benefits and registered savings plan contributions, pursuant to Articles 5.3 and 5.8, for the period of time determined pursuant to Article 7.1.2(with the exception of short and long term disability coverage) subject to plan limits and as permitted by carriers.

7.2                    The payments to the Executive, pursuant to Article 7.1 shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act.

7.3                    Where the Executive's employment has been terminated under sub-Articles 6.1.1, 6.1.3, 6.1.4, and 6.1.5, she shall not be entitled to any payment as separation pay, in lieu of notice, or as damages. The Executive hereby waives any claims she may have against the Corporation for or in respect of separation pay, or on account of loss of office or employment or notice in lieu thereof or damages in lieu thereof (other than rights to accrued but unpaid, remuneration pursuant to Article 4, vacation pay pursuant to Article 5.2, and to reimbursement of expenses pursuant to Article 5.1) . Upon the cessation of the employment of the Executive for any reason or any Change Affecting the Executive’s Employment (as defined below) and receipt of the payments set out in Article 6.1.2 or 6.1.3 or under Part II, the Executive shall execute a release and waiver in favour of the Corporation in a form satisfactory to the Corporation; provided that delivery of such payments will be conditional on delivery by the Executive to the Corporation of the said release and waiver, together with her resignation as a member of the Board of Directors of the Corporation.

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7.4                    On termination of employment, any stock options of the Executive and any shares issued upon exercise of any such stock options will be dealt with in accordance with the stock option plan of the Corporation, as amended from time to time.

7.5                    On termination of employment any deferred share units of the Executive will be dealt with in accordance with the Deferred Share Unit plan of the Corporation, as amended from time to time.

PART II - CHANGE AFFECTING THE EXECUTIVE'S EMPLOYMENT

ARTICLE 1 - Definitions Applicable to this Part II

1.1                    " Change Affecting the Executive's Employment " means the assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive of the Corporation or a substantial adverse alteration in the nature or status of the Executive's responsibilities.

ARTICLE 2 – Terms

2.1                    In the event that there is a Change Affecting the Executive's Employment, the Corporation will provide to the Executive the following severance benefits:

2.1.1                    an amount equal to all outstanding Base Salary amounts and vacation pay, pursuant to Article 5.2 of Part I, accrued to the date of the Change Affecting the Executive's Employment;

2.1.2                    continuation of the Executive's Base Salary pursuant to Articles 7.1 of Part I, which shall be calculated in accordance with the Executive's Base Salary in force immediately prior to the Change Affecting the Executive's Employment;

2.1.3                    - continuation of the Executive's Average Monthly Bonus for the period of time required by Article 7.1; and

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2.1.4                    following the Change Affecting the Executive's Employment, the Corporation will continue to make payments for the benefit of the Executive to benefit plans, pursuant to Article 5.3 of Part I (with the exception of short and long term disability coverage) for the period of time determined pursuant to 7.1.3 subject to plan limits and as permitted by carriers.

2.2                    The payments to the Executive, pursuant to Article 2.1 of this Part II shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act .

PART III - NON-COMPETITION, CONFIDENTIALITY, SOLICITATION and
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

ARTICLE 1 - Definitions Applicable to this Part III

1.1                    “ Confidential Information ” means confidential or proprietary information or data of or possessed by the Corporation, relating to the Corporation including such information (i) pertaining to research, development, engineering, production, sales, marketing, technical information, the technology, financial information, operating information, costs, performance, business process or customers, or (ii) in a context in which the source of such information or data reasonably communicates, or the recipient of such information or data should reasonably have understood, that it should be treated as confidential or proprietary, whether or not the specific word “confidential” or “proprietary” is used.

1.2                    “ Designated Area ” means the province of Ontario.

1.3                    " Person " means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

ARTICLE 2 - Non-Competition

2.1                    For so long as the Executive is employed with the Corporation and for a period of one (1) year from the date on which the Executive ceases to be an employee with the Corporation, such Executive shall not, directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder:

2.1.1 be engaged in any undertaking;

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2.1.2                    have any financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of the business of any Person which carries on a business; or

2.1.3                    advise, lend money to or guarantee the debts or obligations of any Person which carries on a business;

in the Designated Area which is the same as or substantially similar to or which competes with the business carried on by the Corporation during the relevant period or on the date on which the Executive ceases to be employed by the Corporation.

2.2                   Notwithstanding the foregoing, nothing herein shall prevent the Executive from owning not more than five percent (5%) of the issued share of a corporation, the shares of which are listed on a recognized stock exchange or traded on the over-the-counter markets in Canada or the United States, that carries on a business which is the same as or substantially similar to or which competes with or would compete with the business of the Corporation provided that such five percent (5%) ownership does not constitute de facto control over such competitor corporation.

2.3                    The Executive agrees that all restrictions in this Agreement are necessary and fundamental to the protection of the business carried on by the Corporation and that all such restrictions are reasonable and valid, and all defenses to the strict enforcement thereof by any of the parties hereto are hereby waived.

ARTICLE 3 - Non-Solicitation

3.1                    For a period of one (1) year from the date on which the Executive ceases to be an employee of the Corporation, such Executive shall not directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder hire any employees of the Corporation or induce or attempt to induce any employee of the Corporation to leave her employment or contact any customers of the Corporation for the purpose of selling to those customers any products or services which are the same as or substantially similar to, or competitive with, the products or services sold by the Corporation at such date.

ARTICLE 4 - Confidentiality

4.1                    The Executive agrees that she shall not, without the prior written consent of the Corporation, directly or indirectly communicate or disclose to any Person, or use for any purpose other than in furtherance of the Corporation’s business, any knowledge or information acquired by the Executive relating to or concerning the technology, trade secrets, systems or any other confidential information regarding the property, business or affairs of the Corporation, nor shall it utilize or make available any such knowledge or information, directly or indirectly, in connection with the solicitation or acceptance of employment with any competitor of the Corporation. Each Executive agrees to deliver to the Corporation all documents and other media containing any confidential or proprietary information of the Corporation without retaining any copies thereof upon ceasing to be employed by the Corporation or upon request of the Corporation.

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4.2                   The foregoing provisions shall not apply to information: (i) which is in the public domain; (ii) which the disclosing party can demonstrate through appropriate documentation was previously known to the disclosing party; (iii) which the disclosing party learned from a source other than the Corporation or an employee of the Corporation, and without violation of this or any other non-disclosure obligation; or (iv) which is required to be disclosed by operation of law or the decision or order of a court or tribunal of valid jurisdiction.

4.3                   Each party acknowledges that disclosure of any Confidential Information regarding the Corporation in contravention of this Article 4 may cause significant harm to the Corporation and that remedies at law may be inadequate to protect against a breach of this Article 4. Accordingly, each party agrees that the Corporation shall be entitled, in addition to any other relief available to it, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. Each party covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to the Corporation of any other remedy.

4.4                   The Executive acknowledges and agrees that the obligations under this Article 4 are to remain in effect in perpetuity.

ARTICLE 5 – Assignment of Intellectual Property Rights

5.1                   The Executive hereby assigns and transfers to the Corporation all right, title and interest, including intellectual property rights and copyrights, in and to any and all information of the business, financial, strategy, products, suppliers or customers of the Corporation, including without limitation, any work product, technology, source and object code, programs, designs, schematics, flow diagrams, documentation, techniques, records, books and other documents relating in any manner whatsoever, whether prepared by the Executive or otherwise coming into the Executive's possession (collectively referred to as the "Materials"). Accordingly, the Corporation has all right, title and interest, including intellectual property rights and copyrights in the Materials and the Executive waives and all moral rights to such Materials in favour of the Corporation.

5.2                   Upon the cessation of the employment of the Executive for any reason, or at any other time upon request of the Corporation, the Executive shall return promptly all Confidential Information and Materials, manuscripts, letters, reports, models, proposals, computer files and other documents, materials and property belonging to the Corporation or to any third party to whom the Corporation owes confidentiality obligations.

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ARTICLE 6 – Obligations Not Exhaustive

6.1                   The Executive acknowledges that the obligations contained in this Part III are not in substitution for any obligations which such Executive may now or hereafter owe to the Corporation and which other obligations exist apart from this Part III and that the obligations contained in this Part III do not replace any rights of the Corporation with respect to any such other obligation.

ARTICLE 7 - Remedies

7.1                   The Executive acknowledges that a breach or threatened breach by such Executive of any provision of this Part III will result in the Corporation suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that the Corporation shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the Corporation may become entitled.

PART IV - GENERAL

ARTICLE 1 - Survival

1.1                   The provisions of Part III and any confidentiality agreement executed by the Executive shall survive the termination of the employment of the Executive with the Corporation under this Agreement.

ARTICLE 2 - Entire Agreement

2.1                   This Agreement constitutes the entire agreement between the parties hereto relative to the employment of the Executive and supersedes all prior agreements and understandings whether written or oral relative to the employment of the Executive. Except as otherwise specifically set forth in this Agreement, no party hereto makes any representation or warranty express or implied, statutory or otherwise to any other party hereto. This Agreement may not be amended or modified except by written instrument executed by all the parties hereto. Nothing contained in the Agreement is a waiver or release of any fiduciary obligations of the Executive owed to the Corporation.

ARTICLE 3 - Governing Law

3.1                   This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the province of Ontario and, for the purposes of all legal proceedings, this Agreement shall be deemed to have been performed in such province. The Executive and the Corporation hereby irrevocably attorns to the exclusive jurisdiction of the courts of such province and the courts of such province shall have the sole and exclusive jurisdiction to entertain any action arising under this Agreement.

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ARTICLE 4 - Assignment

4.1                   This Agreement shall not be assignable by either party hereto except with the prior written consent of the other party hereto.

ARTICLE 5 - Further Assurances

5.1                   Each of the parties hereto hereby covenants and agrees to promptly do all such acts and execute all such further agreements, assurances and other documents as the other party hereto may from time to time reasonably request in writing be done and/or executed in order to better evidence and/or perfect the respective matters and things herein provided for and/or the respective obligations created or intended to be created hereby.

ARTICLE 6 - Enurement

6.1                   The provisions hereof, where the context permits, shall enure to the benefit and be binding upon the Executive and her heirs, executors, administrators and legal personal representatives and the Corporation and its successors and assigns.

ARTICLE 7 - No Liability for Directors or Others

7.1                   The Executive acknowledges and agrees that each and every of the obligations, agreements, liabilities and covenants in this Agreement which are not the Executive's are solely those of the Corporation, and the directors, officers, Executives and shareholders of the Corporation shall not have, and are hereby released from, any responsibility or liability of any nature whatsoever in respect of such obligations, agreements, liabilities or covenants.

ARTICLE 8 - Independent Legal Advice

8.1                   The Executive confirms that she has read and understands the terms of this Agreement. The Executive confirms that the Corporation has advised, and given her an opportunity, to seek independent legal advice prior to the execution of this Agreement.

ARTICLE 9 - Insurance

9.1                   The Corporation shall use its reasonable best efforts to obtain comprehensive directors and officers liability insurance and comprehensive disability insurance for its executives on commercially reasonable terms.

9.2                   The Corporation may, from time to time, apply for and take out, in its own name and at its own expense, naming itself or others as the designated beneficiary (which may change from time to time), policies for life, health, accident, disability or other insurance upon the Executive in any amount or amounts that it may deem necessary or appropriate to protect its interest.

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9.3                   The Executive agrees to aid the Corporation in procuring the insurance referred to in Articles 9.1 and 9.2 of this Part III by submitting to such medical examinations and by filling out, executing and delivering such applications and other instruments as may reasonably be required from time to time by an insurance company or companies to which any application or applications for insurance may be made by or for the Corporation.

ARTICLE 10 - Headings

10.1                   The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

ARTICLE 11 - Notices

11.1                   Any notices, consents, demands, requests, approvals, and other communications to be given under this Agreement by either party to the other must be in writing and must be either (i) personally delivered, (ii) mailed by registered or certified mail, postage prepaid with return receipt requested, (iii) delivered by overnight express delivery service or same-day local courier service, or (iv) delivered by facsimile transmission, to the address set forth below, or to such other address as may be designated by the parties from time to time in accordance with this Article 11.

Notices delivered personally or by overnight express delivery service of by local courier service are deemed given as of actual receipt. Mailed notices are deemed given three business days after mailing. Notices delivered by facsimile transmission are deemed given upon receipt by the sender of transmission confirmation.

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ARTICLE 12 - Waiver

12.1                   No waiver of any of the provisions of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

ARTICLE 13 - Statutory Deductions

13.1                   All payments made under this Agreement are subject to any deductions required by law.

ARTICLE 14 - Successors

14.1                   The Corporation shall ensure so that any successor to the Corporation (whether direct or indirect, by purchase, amalgamation, reorganization or otherwise) accepts the terms of this Agreement as if it were an original signatory hereto.

ARTICLE 15 – Currency

15.1                   Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of Canada.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written.

SIGNED, SEALED AND DELIVERED
           in the presence of

EXECUTIVE EMPLOYMENT AGREEMENT
made as of February 11, 2016

Between

TRILLIUM THERAPEUTICS INC.
(hereinafter called the " Corporation ")

- and –

DR. NICLAS STIERNHOLM
(hereinafter called the " Executive ")

WHEREAS the Corporation and the Executive were parties to a binding written employment agreement dated June 3, 2014;

AND WHEREAS the Corporation and the Executive desire to amend the terms of that agreement;

AND WHEREAS the Corporation has provided the Executive with an increase in potential change in control entitlements as valuable consideration for the amendments;

AND WHEREAS the Corporation and the Executive desire to enter into a new written employment agreement to reflect their newly agreed upon terms and conditions of employment (“Agreement”);

NOW THEREFORE in consideration of the above, the mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties agree as follows:

PART I - EMPLOYMENT SERVICES

ARTICLE 1 - Definitions Applicable to this Part I

1.1                    " Business Day " means any day, other than a Saturday, Sunday or other day on which banks are not open for full commercial business in Toronto, Ontario.

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1.2                   " Disability " means an impairment of mind or body rendering a person incapable of performing his essential duties subject to the Corporation's duty to accommodate pursuant to the Ontario Human Rights Code, which impairment has continued for either, (i) six consecutive months, or (ii) an aggregate of six months out of any consecutive 12 month period.

1.3                   " Just Cause " includes anything that would constitute just cause at common law, and (i) the wilful and continued failure by the Executive to perform his duties as an employee, officer or director of the Corporation or any of its subsidiaries (other than resulting from incapacity due to physical or mental Disability); or (ii) the breach by the Executive in any material respect of this Agreement, provided that wilful failure to so perform his duties or a breach of this Agreement will constitute "Just Cause" only if the Executive fails to terminate the relevant act or cure the failure to act or breach and remedy and harm from such wrongful act or failure to act within ten (10) Business Days after receipt of written notice from the Corporation of such wrongful act, failure to act, breach or harm, or (iii) theft, fraud, dishonesty or wilful misconduct by the Executive involving the property, business or affairs of the Corporation or any of its subsidiaries or the carrying out of the Executive's duties.

ARTICLE 2 - Engagement and Acceptance of Duties

2.1                   During the period of the Executive's employment hereunder, the Executive shall assist the Corporation in carrying on the business and promote the interest, business and reputation of the Corporation and its affiliates. The Executive shall serve the Corporation in the capacity of Chief Executive Officer. The Executive shall undertake the responsibilities, duties and authorities typically associated with the position of Chief Executive Officer during the period of his employment hereunder. The Executive shall in the performance of such duties and exercise of such powers report to the Board of Directors of the Corporation.

2.2                   The Executive shall devote his full time and attention to the affairs and business of the Corporation in order to perform his obligations hereunder and to well and faithfully serve the Corporation and shall exercise the powers and authorities and fulfil the duties conferred upon him honestly, diligently, in good faith and in the best interests of the Corporation. The Executive shall use his best efforts to promote the interests of the Corporation.

ARTICLE 3 - Employment Contract

3.1                   Subject to Article 6, the period of the Executive's employment hereunder shall continue from February 11, 2016 (the “Effective Date” ) until terminated by either party. The obligations of the Executive set forth in Part III of this Agreement shall survive the termination of this Agreement and the employment of the Executive hereunder.

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ARTICLE 4 – Remuneration

4.1                  Base Salary: For his services hereunder, the Corporation agrees to pay the Executive a salary at the annual rate of not less than $450,000.00, less statutory withholdings and deductions payable in monthly instalments in arrears (the " Base Salary ").

4.2                  Bonus: The Executive will also be eligible for an annual bonus (the “ Bonus ”) of up to fifty percent (50%) of the Base Salary, based on the performance of the Corporation, according to annual corporate objectives established by the Corporation’s Board, which shall be paid by the Corporation within 30 days from the end of the applicable calendar year. The Bonus portion of the Executive compensation could, in the future, vary as recommended by the Compensation Committee and agreed upon by the Board.

4.3                   Annual Review: The Executive's Base Salary and Bonus will be reviewed annually and may be subject to adjustment at the discretion of Compensation Committee of the Board of Directors of the Corporation.

ARTICLE 5 - Benefits and Vacation

During the period of employment of the Executive hereunder,

5.1                  Expenses: the Executive shall be reimbursed for all reasonable travelling and other reasonable expenses incurred by him in connection with the performance of his duties hereunder upon provision of appropriate receipts or other vouchers;

5.2                  Vacation: the Executive shall be entitled to four (4) weeks paid vacation per year as determined by the vacation policy of the Corporation, and such vacation shall be taken at a time convenient to the operation of the Corporation’s business;

5.3                  Benefits: the Executive shall be entitled to participate in any group benefit plans and such other benefits as may be made available to the employees from time to time in accordance with the terms and conditions of such plans and subject to amendments to such plans as may be made in the sole discretion of the Corporation;

5.4                  Stock Options: Conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive options to purchase common shares of the Corporation.

5.5                  Takeover relating to Stock Options granted prior to November 20, 2015: Should the Corporation be subject to a Change in Control, all unvested options granted prior to November 20, 2015 shall be vested immediately prior to the conclusion of such Change in Control.

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5.6                  "Change in Control" relating to Stock Options granted after November 19, 2015 : In the event that the Corporation terminates the employment of the Executive without cause or if the Executive resigns in circumstances constituting constructive dismissal, in each case, within 24 months following a Change of Control (such date being the “ Termination Date ”), all of the Executive's options, which were granted after November 19, 2015 (subject to any performance conditions and all other conditions of the operative Stock Option Plan), will vest immediately prior to the Termination Date. Such vested options may be exercised until the earlier of a) 120 days following the date of expiry of the notice period in connection with such termination (or, if there is no such notice period, 120 days following the actual Termination Date); or (b) the normal expiry date of the option rights. Upon the expiration of such period, all unexercised option rights of the Executive shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to the Executive under the Stock Option Plan. For the purposes of this Agreement "Change of Control" shall mean any one or a combination of:

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5.7                  Deferred Share Units: conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive deferred share units under the Deferred Share Unit Plan of the Corporation.

5.8                  Registered Savings Plan: the Executive shall be entitled to receive annually up to 5% of base salary as an equal matching contribution to a registered savings plan where the Executive contributes to a registered savings plan through payroll deduction. The maximum matching contribution shall be equal to 50% of the maximum registered savings plan contribution limit as set by the Canada Revenue Agency for the respective year.

5.9                  Insurance: the Corporation shall, during the Executive’s employment hereunder, maintain in force directors and officers insurance sufficient to indemnify and hold harmless the Executive from any liability, claims, actions, costs or demands brought against him arising from or relating to the fulfilment by the Executive of his duties hereunder, to the extent that such insurance is permitted by public policy and/or any relevant law or regulation.

6.1.2                   subject to Article 7.1, by the Corporation without Just Cause and without prior notice to the Executive;

6.1.3                   by the Executive, and without further obligation, on three (3) months prior written notice given by the Executive, which the Corporation, in its sole discretion, may waive in whole or in part. In the event that the Corporation elects to waive any part of the said notice period, it shall nonetheless provide the Executive with his regular employment compensation for that period;

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6.1.4                   automatically upon the death of the Executive without further obligation of the Corporation; or

6.1.5                   upon the Disability of the Executive.

6.2                  Beneficiaries: Save as is hereinafter provided, neither the Executive nor his heirs, administrators or assigns shall have any entitlement whatsoever arising from the termination of the Executive’s employment hereunder by reason of the Executive’s death or Disability, save any entitlement to salary, bonus, stock options or reimbursement of expenses accrued and owing to the Executive to the date of such termination. Nothing in this section shall disentitle the Executive or his heirs, administrators or assigns from any benefit or entitlement to which they are otherwise entitled, pursuant to a policy of insurance or benefit plan.

6.3                  Resignation: Where the Executive's employment under this Agreement has been terminated for any reason, he will immediately tender his resignation as a member of the Board of Directors of the Corporation.

ARTICLE 7 - Rights of the Executive on Termination

7.1                  Termination without Just Cause: Where the Executive's employment under this Agreement has been terminated by the Corporation pursuant to Article 6.1.2, the Executive shall be entitled to receive from the Corporation,

7.1.1                   payment of all remuneration pursuant to Article 4, any entitlement in respect of unused vacation pursuant to Article 5.2, benefits pursuant to Article 5.3, registered savings plan contributions pursuant to Article 5.8 and insurance coverage pursuant to Article 5.9, in each case as unpaid and earned to the date of termination;

7.1.2                   continuation of the Executive's Base Salary and Average Monthly Bonus for the period equal to the greater of A) eighteen months; or B) one month per year of completed service (capped at twenty-four months). For this purpose "Average Monthly Bonus" shall calculated using the average of the Executive's last three annual bonus payments and divided by 12; and

7.1.3                   continuation of benefits and registered savings plan contributions, pursuant to Articles 5.3 and 5.8, for the period of time determined pursuant to Article 7.1.2(with the exception of short and long term disability coverage) subject to plan limits and as permitted by carriers.

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7.2                   The payments to the Executive, pursuant to Article 7.1 shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act.

7.3                   Where the Executive's employment has been terminated under sub-Articles 6.1.1, 6.1.3, 6.1.4, and 6.1.5, he shall not be entitled to any payment as separation pay, in lieu of notice, or as damages. The Executive hereby waives any claims he may have against the Corporation for or in respect of separation pay, or on account of loss of office or employment or notice in lieu thereof or damages in lieu thereof (other than rights to accrued but unpaid, remuneration pursuant to Article 4, vacation pay pursuant to Article 5.2, and to reimbursement of expenses pursuant to Article 5.1) . Upon the cessation of the employment of the Executive for any reason or any Change Affecting the Executive’s Employment (as defined below) and receipt of the payments set out in Article 6.1.2 or 6.1.3 or under Part II, the Executive shall execute a release and waiver in favour of the Corporation in a form satisfactory to the Corporation; provided that delivery of such payments will be conditional on delivery by the Executive to the Corporation of the said release and waiver, together with his resignation as a member of the Board of Directors of the Corporation.

7.4                   On termination of employment under sub-Articles 6.1.1, 6.1.3, 6.1.4, and 6.1.5, any stock options of the Executive and any shares issued upon exercise of any such stock options will be dealt with in accordance with the stock option plan of the Corporation, as amended from time to time. On termination of employment under sub-Article 6.1.2, the Executive vested stock options will remain the property of the Executive and shall be exercisable by the Executive at any time throughout the salary continuance period and thereafter for the number of days permitted after such period ends, in accordance with the stock option plan of the Corporation, as amended from time to time.

7.5                   On termination of employment any deferred share units of the Executive will be dealt with in accordance with the Deferred Share Unit plan of the Corporation, as amended from time to time.

7.6                  Change of Ownership: In the event the Executive terminates his employment within the one (1) year of a “Change of Ownership”, as defined below, he shall be entitled to an Executive severance package payable in a lump sum equal to 20 months of base salary, plus a bonus equal to the Executive’s average annual bonus in the past three calendar years. For additional clarity, the severance package of 20 months applies only to a “Change of Ownership” and is completely independent from Section 7.1. A “Change of Ownership” is defined as any of the following:

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PART II - CHANGE AFFECTING THE EXECUTIVE'S EMPLOYMENT

ARTICLE 1 - Definitions Applicable to this Part II

1.1                   " Change Affecting the Executive's Employment " means the assignment to the Executive of any duties inconsistent with the Executive's status as the senior executive officer of the Corporation or a substantial adverse alteration in the nature or status of the Executive's responsibilities.

ARTICLE 2 – Terms

2.1                   In the event that there is a Change Affecting the Executive's Employment, the Corporation will provide to the Executive the same rights as set out under Article 7 in Part I.

PART III - NON-COMPETITION, CONFIDENTIALITY, SOLICITATION and ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

ARTICLE 1 - Definitions Applicable to this Part III

1.1                   “ Confidential Information ” means confidential or proprietary information or data of or possessed by the Corporation, relating to the Corporation including such information (i) pertaining to research, development, engineering, production, sales, marketing, technical information, the technology, financial information, operating information, costs, performance, business process or customers, or (ii) in a context in which the source of such information or data reasonably communicates, or the recipient of such information or data should reasonably have understood, that it should be treated as confidential or proprietary, whether or not the specific word “confidential” or “proprietary” is used.

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1.2                   “ Designated Area ” means the province of Ontario.

1.3                   " Person " means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

ARTICLE 2 - Non-Competition

2.1                   For so long as the Executive is employed with the Corporation and for a period of one (1) year from the date on which the Executive ceases to be an employee with the Corporation, such Executive shall not, directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder:

2.1.1                   be engaged in any undertaking;

2.1.2                   have any financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of the business of any Person which carries on a business; or

2.1.3                   advise, lend money to or guarantee the debts or obligations of any Person which carries on a business; in the Designated Area which is the same as or substantially similar to or which competes with the business carried on by the Corporation during the relevant period or on the date on which the Executive ceases to be employed by the Corporation.

2.2                   Notwithstanding the foregoing, nothing herein shall prevent the Executive from owning not more than five percent (5%) of the issued share of a corporation, the shares of which are listed on a recognized stock exchange or traded on the over-the-counter markets in Canada or the United States, that carries on a business which is the same as or substantially similar to or which competes with or would compete with the business of the Corporation provided that such five percent (5%) ownership does not constitute de facto control over such competitor corporation.

2.3                   The Executive agrees that all restrictions in this Agreement are necessary and fundamental to the protection of the business carried on by the Corporation and that all such restrictions are reasonable and valid, and all defenses to the strict enforcement thereof by any of the parties hereto are hereby waived.

ARTICLE 3 - Non-Solicitation

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3.1                   For a period of one (1) year from the date on which the Executive ceases to be an employee of the Corporation, such Executive shall not directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder hire any employees of the Corporation or induce or attempt to induce any employee of the Corporation to leave his employment or contact any customers of the Corporation for the purpose of selling to those customers any products or services which are the same as or substantially similar to, or competitive with, the products or services sold by the Corporation at such date.

ARTICLE 4 - Confidentiality

4.1                   The Executive agrees that he shall not, without the prior written consent of the Corporation, directly or indirectly communicate or disclose to any Person, or use for any purpose other than in furtherance of the Corporation’s business, any knowledge or information acquired by the Executive relating to or concerning the technology, trade secrets, systems or any other confidential information regarding the property, business or affairs of the Corporation, nor shall it utilize or make available any such knowledge or information, directly or indirectly, in connection with the solicitation or acceptance of employment with any competitor of the Corporation. Each Executive agrees to deliver to the Corporation all documents and other media containing any confidential or proprietary information of the Corporation without retaining any copies thereof upon ceasing to be employed by the Corporation or upon request of the Corporation.

4.2                   The foregoing provisions shall not apply to information: (i) which is in the public domain; (ii) which the disclosing party can demonstrate through appropriate documentation was previously known to the disclosing party; (iii) which the disclosing party learned from a source other than the Corporation or an employee of the Corporation, and without violation of this or any other non-disclosure obligation; or (iv) which is required to be disclosed by operation of law or the decision or order of a court or tribunal of valid jurisdiction.

4.3                   Each party acknowledges that disclosure of any Confidential Information regarding the Corporation in contravention of this Article 4 may cause significant harm to the Corporation and that remedies at law may be inadequate to protect against a breach of this Article 4. Accordingly, each party agrees that the Corporation shall be entitled, in addition to any other relief available to it, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. Each party covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to the Corporation of any other remedy.

4.4                   The Executive acknowledges and agrees that the obligations under this Article 4 are to remain in effect in perpetuity.

ARTICLE 5 – Assignment of Intellectual Property Rights

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5.1                   The Executive hereby assigns and transfers to the Corporation all right, title and interest, including intellectual property rights and copyrights, in and to any and all information of the business, financial, strategy, products, suppliers or customers of the Corporation, including without limitation, any work product, technology, source and object code, programs, designs, schematics, flow diagrams, documentation, techniques, records, books and other documents relating in any manner whatsoever, whether prepared by the Executive or otherwise coming into the Executive's possession (collectively referred to as the "Materials"). Accordingly, the Corporation has all right, title and interest, including intellectual property rights and copyrights in the Materials and the Executive waives and all moral rights to such Materials in favour of the Corporation.

5.2                   Upon the cessation of the employment of the Executive for any reason, or at any other time upon request of the Corporation, the Executive shall return promptly all Confidential Information and Materials, manuscripts, letters, reports, models, proposals, computer files and other documents, materials and property belonging to the Corporation or to any third party to whom the Corporation owes confidentiality obligations.

ARTICLE 6 – Obligations Not Exhaustive

6.1                   The Executive acknowledges that the obligations contained in this Part III are not in substitution for any obligations which such Executive may now or hereafter owe to the Corporation and which other obligations exist apart from this Part III and that the obligations contained in this Part III do not replace any rights of the Corporation with respect to any such other obligation.

ARTICLE 7 - Remedies

7.1                   The Executive acknowledges that a breach or threatened breach by such Executive of any provision of this Part III will result in the Corporation suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that the Corporation shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the Corporation may become entitled.

PART IV - GENERAL

ARTICLE 1 - Survival

1.1                   The provisions of Part III and any confidentiality agreement executed by the Executive shall survive the termination of the employment of the Executive with the Corporation under this Agreement.

ARTICLE 2 - Entire Agreement

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2.1                   This Agreement constitutes the entire agreement between the parties hereto relative to the employment of the Executive and supersedes all prior agreements and understandings whether written or oral relative to the employment of the Executive. Except as otherwise specifically set forth in this Agreement, no party hereto makes any representation or warranty express or implied, statutory or otherwise to any other party hereto. This Agreement may not be amended or modified except by written instrument executed by all the parties hereto. Nothing contained in the Agreement is a waiver or release of any fiduciary obligations of the Executive owed to the Corporation.

ARTICLE 3 - Governing Law

3.1                   This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the province of Ontario and, for the purposes of all legal proceedings, this Agreement shall be deemed to have been performed in such province. The Executive and the Corporation hereby irrevocably attorns to the exclusive jurisdiction of the courts of such province and the courts of such province shall have the sole and exclusive jurisdiction to entertain any action arising under this Agreement.

ARTICLE 4 - Assignment

4.1                   This Agreement shall not be assignable by either party hereto except with the prior written consent of the other party hereto.

ARTICLE 5 - Further Assurances

5.1                   Each of the parties hereto hereby covenants and agrees to promptly do all such acts and execute all such further agreements, assurances and other documents as the other party hereto may from time to time reasonably request in writing be done and/or executed in order to better evidence and/or perfect the respective matters and things herein provided for and/or the respective obligations created or intended to be created hereby.

ARTICLE 6 - Enurement

6.1                   The provisions hereof, where the context permits, shall enure to the benefit and be binding upon the Executive and his heirs, executors, administrators and legal personal representatives and the Corporation and its successors and assigns.

ARTICLE 7 - No Liability for Directors or Others

7.1                   The Executive acknowledges and agrees that each and every of the obligations, agreements, liabilities and covenants in this Agreement which are not the Executive's are solely those of the Corporation, and the directors, officers, Executives and shareholders of the Corporation shall not have, and are hereby released from, any responsibility or liability of any nature whatsoever in respect of such obligations, agreements, liabilities or covenants.

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ARTICLE 8 - Independent Legal Advice

8.1                   The Executive confirms that he has read and understands the terms of this Agreement. The Executive confirms that the Corporation has advised, and given him an opportunity, to seek independent legal advice prior to the execution of this Agreement.

ARTICLE 9 - Insurance

9.1                   The Corporation shall use its reasonable best efforts to obtain comprehensive directors and officers liability insurance and comprehensive disability insurance for its executives on commercially reasonable terms.

9.2                   The Corporation may, from time to time, apply for and take out, in its own name and at its own expense, naming itself or others as the designated beneficiary (which may change from time to time), policies for life, health, accident, disability or other insurance upon the Executive in any amount or amounts that it may deem necessary or appropriate to protect its interest.

9.3                   The Executive agrees to aid the Corporation in procuring the insurance referred to in Articles 9.1 and 9.2 of this Part III by submitting to such medical examinations and by filling out, executing and delivering such applications and other instruments as may reasonably be required from time to time by an insurance company or companies to which any application or applications for insurance may be made by or for the Corporation.

ARTICLE 10 - Headings

10.1                   The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

ARTICLE 11 - Notices

11.1                   Any notices, consents, demands, requests, approvals, and other communications to be given under this Agreement by either party to the other must be in writing and must be either (i) personally delivered, (ii) mailed by registered or certified mail, postage prepaid with return receipt requested, (iii) delivered by overnight express delivery service or same-day local courier service, or (iv) delivered by facsimile transmission, to the address set forth below, or to such other address as may be designated by the parties from time to time in accordance with this Article 11.

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EXECUTIVE EMPLOYMENT AGREEMENT
made as of February 11, 2016

Between

TRILLIUM THERAPEUTICS INC.
(hereinafter called the " Corporation ")

- and –

DR. ROBERT UGER
(hereinafter called the " Executive ")

WHEREAS the Corporation and the Executive were parties to a binding written employment agreement dated June 3, 2014;

AND WHEREAS the Corporation and the Executive desire to amend the terms of that agreement;

AND WHEREAS the Corporation has provided the Executive with an increase in termination entitlements as valuable consideration for the amendments

AND WHEREAS the Corporation and the Executive desire to enter into a new written employment agreement to reflect their newly agreed upon terms and conditions of employment (“Agreement”);

NOW THEREFORE in consideration of the above, the mutual covenants herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties agree as follows:

PART I - EMPLOYMENT SERVICES

ARTICLE 1 - Definitions Applicable to this Part I

1.1                   " Business Day " means any day, other than a Saturday, Sunday or other day on which banks are not open for full commercial business in Toronto, Ontario.

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1.2                   " Disability " means an impairment of mind or body rendering a person incapable of performing his essential duties subject to the Corporation's duty to accommodate pursuant to the Ontario Human Rights Code, which impairment has continued for either, (i) six consecutive months, or (ii) an aggregate of six months out of any consecutive 12 month period.

1.3                   " Just Cause " includes anything that would constitute just cause at common law, and (i) the wilful and continued failure by the Executive to perform his duties as an employee, officer or director of the Corporation or any of its subsidiaries (other than resulting from incapacity due to physical or mental Disability); or (ii) the breach by the Executive in any material respect of this Agreement, provided that wilful failure to so perform his duties or a breach of this Agreement will constitute "Just Cause" only if the Executive fails to terminate the relevant act or cure the failure to act or breach and remedy and harm from such wrongful act or failure to act within ten (10) Business Days after receipt of written notice from the Corporation of such wrongful act, failure to act, breach or harm, or (iii) theft, fraud, dishonesty or wilful misconduct by the Executive involving the property, business or affairs of the Corporation or any of its subsidiaries or the carrying out of the Executive's duties.

ARTICLE 2 - Engagement and Acceptance of Duties

2.1                   During the period of the Executive's employment hereunder, the Executive shall assist the Corporation in carrying on the business and promote the interest, business and reputation of the Corporation and its affiliates. The Executive shall serve the Corporation in the capacity of Chief Scientific Officer. The Executive shall undertake the responsibilities, duties and authorities typically associated with the position of Chief Scientific Officer of the Corporation from time to time during the period of his employment hereunder. The Executive shall in the performance of such duties and exercise of such powers report to the Chief Executive Officer of the Corporation.

2.2                   The Executive shall devote his full time and attention to the affairs and business of the Corporation in order to perform his obligations hereunder and to well and faithfully serve the Corporation and shall exercise the powers and authorities and fulfil the duties conferred upon him honestly, diligently, in good faith and in the best interests of the Corporation. The Executive shall use his best efforts to promote the interests of the Corporation.

ARTICLE 3 - Employment Contract

3.1                   Subject to Article 6, the period of the Executive's employment hereunder shall continue from February 11, 2016 (the “Effective Date” ) until terminated by either party. The obligations of the Executive set forth in Part III of this Agreement shall survive the termination of this Agreement and the employment of the Executive hereunder.

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ARTICLE 4 – Remuneration

4.1                  Base Salary: For his services hereunder, the Corporation agrees to pay the Executive a salary at the annual rate of not less than $320,000.00, less statutory withholdings and deductions payable in monthly instalments in arrears (the " Base Salary ").

4.2                  Bonus: The Executive will also be eligible for an annual bonus (the “ Bonus ”) of up to thirty-five percent (35%) of the Base Salary, based on the performance of the Corporation, according to annual corporate objectives established by the Corporation’s Board, which shall be paid by the Corporation within 30 days from the end of the applicable calendar year. The Bonus portion of the Executive compensation could, in the future, vary as recommended by the Compensation Committee and agreed upon by the Board.

4.3                  Annual Review: The Executive's Base Salary and Bonus will be reviewed annually and may be subject to adjustment at the discretion of Compensation Committee of the Board of Directors of the Corporation.

ARTICLE 5 - Benefits and Vacation

During the period of employment of the Executive hereunder,

5.1                  Expenses: the Executive shall be reimbursed for all reasonable travelling and other reasonable expenses incurred by him in connection with the performance of his duties hereunder upon provision of appropriate receipts or other vouchers;

5.2                  Vacation: the Executive shall be entitled to four (4) weeks paid vacation per year as determined by the vacation policy of the Corporation, and such vacation shall be taken at a time convenient to the operation of the Corporation’s business;

5.3                  Benefits: the Executive shall be entitled to participate in any group benefit plans and such other benefits as may be made available to the employees from time to time in accordance with the terms and conditions of such plans and subject to amendments to such plans as may be made in the sole discretion of the Corporation;

5.4                  Stock Options: Conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive options to purchase common shares of the Corporation.

5.5                  Takeover relating to Stock Options granted prior to November 20, 2015: Should the Corporation be subject to a Change in Control, all unvested options granted prior to November 20, 2015 shall be vested immediately prior to the conclusion of such Change in Control.

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5.6                  "Change in Control" relating to Stock Options granted after November 19, 2015 : In the event that the Corporation terminates the employment of the Executive without cause or if the Executive resigns in circumstances constituting constructive dismissal, in each case, within 24 months following a Change of Control (such date being the “ Termination Date ”), all of the Executive's options, which were granted after November 19, 2015 (subject to any performance conditions and all other conditions of the operative Stock Option Plan), will vest immediately prior to the Termination Date. Such vested options may be exercised until the earlier of a) 120 days following the date of expiry of the notice period in connection with such termination (or, if there is no such notice period, 120 days following the actual Termination Date); or (b) the normal expiry date of the option rights. Upon the expiration of such period, all unexercised option rights of the Executive shall immediately become terminated and shall lapse notwithstanding the original term of the option granted to the Executive under the Stock Option Plan. For the purposes of this Agreement "Change of Control" shall mean any one or a combination of:

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the Board of Directors passes a resolution to the effect that, for the purposes of some or all of the option agreements issued under the applicable Stock Option Plan, an event set forth in (i), (ii), (iii) or (iv) above has occurred.

5.7                  Deferred Share Units: conditional upon signing this Agreement, the approval of the Compensation Committee of the Corporation’s Board of Directors and the consent of all applicable regulatory authorities, the Corporation may from time to time grant to the Executive deferred share units under the Deferred Share Unit Plan of the Corporation.

5.8                  Registered Savings Plan: the Executive shall be entitled to receive annually up to 5% of base salary as an equal matching contribution to a registered savings plan where the Executive contributes to a registered savings plan through payroll deduction. The maximum matching contribution shall be equal to 50% of the maximum registered savings plan contribution limit as set by the Canada Revenue Agency for the respective year.

5.9                  Insurance: the Corporation shall, during the Executive’s employment hereunder, maintain in force directors and officers insurance sufficient to indemnify and hold harmless the Executive from any liability, claims, actions, costs or demands brought against him arising from or relating to the fulfilment by the Executive of his duties hereunder, to the extent that such insurance is permitted by public policy and/or any relevant law or regulation.

6.1.2                 subject to Article 7.1, by the Corporation without Just Cause and without prior notice to the Executive;

6.1.3                 by the Executive, and without further obligation, on three (3) months prior written notice given by the Executive, which the Corporation, in its sole discretion, may waive in whole or in part. In the event that the Corporation elects to waive any part of the said notice period, it shall nonetheless provide the Executive with his regular employment compensation for that period;

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6.1.4                 automatically upon the death of the Executive without further obligation of the Corporation; or

6.1.5                 upon the Disability of the Executive.

6.2                  Beneficiaries: Save as is hereinafter provided, neither the Executive nor his heirs, administrators or assigns shall have any entitlement whatsoever arising from the termination of the Executive’s employment hereunder by reason of the Executive’s death or Disability, save any entitlement to salary, bonus, stock options or reimbursement of expenses accrued and owing to the Executive to the date of such termination. Nothing in this section shall disentitle the Executive or his heirs, administrators or assigns from any benefit or entitlement to which they are otherwise entitled, pursuant to a policy of insurance or benefit plan.

ARTICLE 7 - Rights of the Executive on Termination

7.1                  Termination without Just Cause: Where the Executive's employment under this Agreement has been terminated by the Corporation pursuant to Article 6.1.2, the Executive shall be entitled to receive from the Corporation,

7.1.1                 payment of all remuneration pursuant to Article 4, any entitlement in respect of unused vacation pursuant to Article 5.2, benefits pursuant to Article 5.3, registered savings plan contributions pursuant to Article 5.8 and insurance coverage pursuant to Article 5.9, in each case as unpaid and earned to the date of termination;

7.1.2                 continuation of the Executive's Base Salary and Average Monthly Bonus for the period equal to the greater of A) twelve months; or B) one month per year of completed service (capped at twenty-four months). For this purpose "Average Monthly Bonus" shall calculated using the average of the Executive's last three annual bonus payments and divided by 12; and

7 .1.3                 continuation of benefits and registered savings plan contributions, pursuant to Articles 5.3 and 5.8, for the period of time determined pursuant to Article 7.1.2(with the exception of short and long term disability coverage) subject to plan limits and as permitted by carriers.

7.2                   The payments to the Executive, pursuant to Article 7.1 shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act.

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7.3                   Where the Executive's employment has been terminated under sub-Articles 6.1.1, 6.1.3, 6.1.4, and 6.1.5, he shall not be entitled to any payment as separation pay, in lieu of notice, or as damages. The Executive hereby waives any claims he may have against the Corporation for or in respect of separation pay, or on account of loss of office or employment or notice in lieu thereof or damages in lieu thereof (other than rights to accrued but unpaid, remuneration pursuant to Article 4, vacation pay pursuant to Article 5.2, and to reimbursement of expenses pursuant to Article 5.1) . Upon the cessation of the employment of the Executive for any reason or any Change Affecting the Executive’s Employment (as defined below) and receipt of the payments set out in Article 6.1.2 or 6.1.3 or under Part II, the Executive shall execute a release and waiver in favour of the Corporation in a form satisfactory to the Corporation; provided that delivery of such payments will be conditional on delivery by the Executive to the Corporation of the said release and waiver, together with his resignation as a member of the Board of Directors of the Corporation.

7.4                   On termination of employment, any stock options of the Executive and any shares issued upon exercise of any such stock options will be dealt with in accordance with the stock option plan of the Corporation, as amended from time to time.

7.5                   On termination of employment any deferred share units of the Executive will be dealt with in accordance with the Deferred Share Unit plan of the Corporation, as amended from time to time.

PART II - CHANGE AFFECTING THE EXECUTIVE'S EMPLOYMENT

ARTICLE 1 - Definitions Applicable to this Part II

1.1                   " Change Affecting the Executive's Employment " means the assignment to the Executive of any duties inconsistent with the Executive's status as a senior executive officer of the Corporation or a substantial adverse alteration in the nature or status of the Executive's responsibilities.

ARTICLE 2 – Terms

2.1                   In the event that there is a Change Affecting the Executive's Employment, the Corporation will provide to the Executive the following severance benefits:

2.1.1                 an amount equal to all outstanding Base Salary amounts and vacation pay, pursuant to Article 5.2 of Part I, accrued to the date of the Change Affecting the Executive's Employment;

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2.1.2                 continuation of the Executive's Base Salary pursuant to Articles 7.1 of Part I, which shall be calculated in accordance with the Executive's Base Salary in force immediately prior to the Change Affecting the Executive's Employment;

2.1.3                 - continuation of the Executive's Average Monthly Bonus for the period of time required by Article 7.1; and

2.1.4                 following the Change Affecting the Executive's Employment, the Corporation will continue to make payments for the benefit of the Executive to benefit plans, pursuant to Article 5.3 of Part I (with the exception of short and long term disability coverage) for the period of time determined pursuant to 7.1.3 subject to plan limits and as permitted by carriers.

2.2                   The payments to the Executive, pursuant to Article 2.1 of this Part II shall be deemed to include and to satisfy any entitlement to notice or termination pay and severance pay pursuant to the Ontario Employment Standards Act .

PART III - NON-COMPETITION, CONFIDENTIALITY, SOLICITATION and
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

ARTICLE 1 - Definitions Applicable to this Part III

1.1                   “ Confidential Information ” means confidential or proprietary information or data of or possessed by the Corporation, relating to the Corporation including such information (i) pertaining to research, development, engineering, production, sales, marketing, technical information, the technology, financial information, operating information, costs, performance, business process or customers, or (ii) in a context in which the source of such information or data reasonably communicates, or the recipient of such information or data should reasonably have understood, that it should be treated as confidential or proprietary, whether or not the specific word “confidential” or “proprietary” is used.

1.2                   “ Designated Area ” means the province of Ontario.

1.3                   " Person " means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted.

ARTICLE 2 - Non-Competition

2.1                   For so long as the Executive is employed with the Corporation and for a period of one (1) year from the date on which the Executive ceases to be an employee with the Corporation, such Executive shall not, directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder:

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2.1.1                 be engaged in any undertaking;

2.1.2                 have any financial or other interest (including an interest by way of royalty or other compensation arrangements) in or in respect of the business of any Person which carries on a business; or

2.1.3                 advise, lend money to or guarantee the debts or obligations of any Person which carries on a business;

in the Designated Area which is the same as or substantially similar to or which competes with the business carried on by the Corporation during the relevant period or on the date on which the Executive ceases to be employed by the Corporation.

2.2                   Notwithstanding the foregoing, nothing herein shall prevent the Executive from owning not more than five percent (5%) of the issued share of a corporation, the shares of which are listed on a recognized stock exchange or traded on the over-the-counter markets in Canada or the United States, that carries on a business which is the same as or substantially similar to or which competes with or would compete with the business of the Corporation provided that such five percent (5%) ownership does not constitute de facto control over such competitor corporation.

2.3                   The Executive agrees that all restrictions in this Agreement are necessary and fundamental to the protection of the business carried on by the Corporation and that all such restrictions are reasonable and valid, and all defenses to the strict enforcement thereof by any of the parties hereto are hereby waived.

ARTICLE 3 - Non-Solicitation

3.1                   For a period of one (1) year from the date on which the Executive ceases to be an employee of the Corporation, such Executive shall not directly or indirectly, in any manner whatsoever including, without limitation, either individually, or in partnership, jointly or in conjunction with any other Person, or as employee, principal, agent, director or shareholder hire any employees of the Corporation or induce or attempt to induce any employee of the Corporation to leave his employment or contact any customers of the Corporation for the purpose of selling to those customers any products or services which are the same as or substantially similar to, or competitive with, the products or services sold by the Corporation at such date.

ARTICLE 4 - Confidentiality

4.1                   The Executive agrees that he shall not, without the prior written consent of the Corporation, directly or indirectly communicate or disclose to any Person, or use for any purpose other than in furtherance of the Corporation’s business, any knowledge or information acquired by the Executive relating to or concerning the technology, trade secrets, systems or any other confidential information regarding the property, business or affairs of the Corporation, nor shall it utilize or make available any such knowledge or information, directly or indirectly, in connection with the solicitation or acceptance of employment with any competitor of the Corporation. Each Executive agrees to deliver to the Corporation all documents and other media containing any confidential or proprietary information of the Corporation without retaining any copies thereof upon ceasing to be employed by the Corporation or upon request of the Corporation.

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4.2                   The foregoing provisions shall not apply to information: (i) which is in the public domain; (ii) which the disclosing party can demonstrate through appropriate documentation was previously known to the disclosing party; (iii) which the disclosing party learned from a source other than the Corporation or an employee of the Corporation, and without violation of this or any other non-disclosure obligation; or (iv) which is required to be disclosed by operation of law or the decision or order of a court or tribunal of valid jurisdiction.

4.3                   Each party acknowledges that disclosure of any Confidential Information regarding the Corporation in contravention of this Article 4 may cause significant harm to the Corporation and that remedies at law may be inadequate to protect against a breach of this Article 4. Accordingly, each party agrees that the Corporation shall be entitled, in addition to any other relief available to it, to the granting of injunctive relief without proof of actual damages or the requirement to establish the inadequacy of any of the other remedies available to it. Each party covenants not to assert any defence in proceedings regarding the granting of an injunction or specific performance based on the availability to the Corporation of any other remedy.

4.4                   The Executive acknowledges and agrees that the obligations under this Article 4 are to remain in effect in perpetuity.

ARTICLE 5 – Assignment of Intellectual Property Rights

5.1                   The Executive hereby assigns and transfers to the Corporation all right, title and interest, including intellectual property rights and copyrights, in and to any and all information of the business, financial, strategy, products, suppliers or customers of the Corporation, including without limitation, any work product, technology, source and object code, programs, designs, schematics, flow diagrams, documentation, techniques, records, books and other documents relating in any manner whatsoever, whether prepared by the Executive or otherwise coming into the Executive's possession (collectively referred to as the "Materials"). Accordingly, the Corporation has all right, title and interest, including intellectual property rights and copyrights in the Materials and the Executive waives and all moral rights to such Materials in favour of the Corporation.

5.2                   Upon the cessation of the employment of the Executive for any reason, or at any other time upon request of the Corporation, the Executive shall return promptly all Confidential Information and Materials, manuscripts, letters, reports, models, proposals, computer files and other documents, materials and property belonging to the Corporation or to any third party to whom the Corporation owes confidentiality obligations.

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ARTICLE 6 – Obligations Not Exhaustive

6.1                   The Executive acknowledges that the obligations contained in this Part III are not in substitution for any obligations which such Executive may now or hereafter owe to the Corporation and which other obligations exist apart from this Part III and that the obligations contained in this Part III do not replace any rights of the Corporation with respect to any such other obligation.

ARTICLE 7 - Remedies

7.1                   The Executive acknowledges that a breach or threatened breach by such Executive of any provision of this Part III will result in the Corporation suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, the Executive agrees that the Corporation shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the Corporation may become entitled.

PART IV - GENERAL

ARTICLE 1 - Survival

1.1                   The provisions of Part III and any confidentiality agreement executed by the Executive shall survive the termination of the employment of the Executive with the Corporation under this Agreement.

ARTICLE 2 - Entire Agreement

2.1                   This Agreement constitutes the entire agreement between the parties hereto relative to the employment of the Executive and supersedes all prior agreements and understandings whether written or oral relative to the employment of the Executive. Except as otherwise specifically set forth in this Agreement, no party hereto makes any representation or warranty express or implied, statutory or otherwise to any other party hereto. This Agreement may not be amended or modified except by written instrument executed by all the parties hereto. Nothing contained in the Agreement is a waiver or release of any fiduciary obligations of the Executive owed to the Corporation.

ARTICLE 3 - Governing Law

3.1                   This Agreement shall be deemed to have been made in and shall be construed in accordance with the laws of the province of Ontario and, for the purposes of all legal proceedings, this Agreement shall be deemed to have been performed in such province. The Executive and the Corporation hereby irrevocably attorns to the exclusive jurisdiction of the courts of such province and the courts of such province shall have the sole and exclusive jurisdiction to entertain any action arising under this Agreement.

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ARTICLE 4 - Assignment

4.1                   This Agreement shall not be assignable by either party hereto except with the prior written consent of the other party hereto.

ARTICLE 5 - Further Assurances

5.1                   Each of the parties hereto hereby covenants and agrees to promptly do all such acts and execute all such further agreements, assurances and other documents as the other party hereto may from time to time reasonably request in writing be done and/or executed in order to better evidence and/or perfect the respective matters and things herein provided for and/or the respective obligations created or intended to be created hereby.

ARTICLE 6 - Enurement

6.1                   The provisions hereof, where the context permits, shall enure to the benefit and be binding upon the Executive and his heirs, executors, administrators and legal personal representatives and the Corporation and its successors and assigns.

ARTICLE 7 - No Liability for Directors or Others

7.1                   The Executive acknowledges and agrees that each and every of the obligations, agreements, liabilities and covenants in this Agreement which are not the Executive's are solely those of the Corporation, and the directors, officers, Executives and shareholders of the Corporation shall not have, and are hereby released from, any responsibility or liability of any nature whatsoever in respect of such obligations, agreements, liabilities or covenants.

ARTICLE 8 - Independent Legal Advice

8.1                   The Executive confirms that he has read and understands the terms of this Agreement. The Executive confirms that the Corporation has advised, and given him an opportunity, to seek independent legal advice prior to the execution of this Agreement.

ARTICLE 9 - Insurance

9.1                   The Corporation shall use its reasonable best efforts to obtain comprehensive directors and officers liability insurance and comprehensive disability insurance for its executives on commercially reasonable terms.

9.2                   The Corporation may, from time to time, apply for and take out, in its own name and at its own expense, naming itself or others as the designated beneficiary (which may change from time to time), policies for life, health, accident, disability or other insurance upon the Executive in any amount or amounts that it may deem necessary or appropriate to protect its interest.

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9.3                   The Executive agrees to aid the Corporation in procuring the insurance referred to in Articles 9.1 and 9.2 of this Part III by submitting to such medical examinations and by filling out, executing and delivering such applications and other instruments as may reasonably be required from time to time by an insurance company or companies to which any application or applications for insurance may be made by or for the Corporation.

ARTICLE 10 - Headings

10.1                  The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

ARTICLE 11 - Notices

11.1                  Any notices, consents, demands, requests, approvals, and other communications to be given under this Agreement by either party to the other must be in writing and must be either (i) personally delivered, (ii) mailed by registered or certified mail, postage prepaid with return receipt requested, (iii) delivered by overnight express delivery service or same-day local courier service, or (iv) delivered by facsimile transmission, to the address set forth below, or to such other address as may be designated by the parties from time to time in accordance with this Article 11.

Notices delivered personally or by overnight express delivery service of by local courier service are deemed given as of actual receipt. Mailed notices are deemed given three business days after mailing. Notices delivered by facsimile transmission are deemed given upon receipt by the sender of transmission confirmation.

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ARTICLE 12 - Waiver

12.1                  No waiver of any of the provisions of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

ARTICLE 13 - Statutory Deductions

13.1                  All payments made under this Agreement are subject to any deductions required by law.

ARTICLE 14 - Successors

14.1                  The Corporation shall ensure so that any successor to the Corporation (whether direct or indirect, by purchase, amalgamation, reorganization or otherwise) accepts the terms of this Agreement as if it were an original signatory hereto.

ARTICLE 15 – Currency

15.1                  Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of Canada.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written.

SIGNED, SEALED AND DELIVERED

in the presence of