INTELGENX CORP. SUBSCRIPTION AGREEMENT FOR COMMON SHARES

(v)     is purchasing pursuant to a statutory, regulatory or other exemption, or an exemption order permitting such purchase, which exemption or order has the effect of eliminating any requirement for a prospectus (or equivalent document) or the involvement of a registrant in respect of the purchase of Common Shares by the Purchaser and has provided the Company with a copy of the document evidencing such exemption or exemption order;

(h)    Adequate Information. The Purchaser has had access to all information, if any, concerning the Company as it has considered necessary in connection with its investment decision to acquire Common Shares hereunder and has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the business and affairs of the Company;

(k)     Investment Suitability. The Purchaser, and any beneficial purchaser referred to in Paragraph (e)     above, has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the investment hereunder in the Purchaser’s Common Shares and is able to bear the economic risk of loss of such investment.

(l)     The execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Common Shares and the completion of the transactions described herein by the Purchaser will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Purchaser, the applicable securities legislation or any other laws applicable to the Purchaser, any agreement to which the Purchaser is a party, or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser.

(m)     If required by applicable applicable securities legislation or the Company, the Purchaser will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue of the Common Shares, as may be required by any securities commission or other regulatory authority.

(n)     The Purchaser has been advised to consult its own legal advisors with respect to trading in the Common Shares and with respect to the resale restrictions imposed by the applicable securities legislation of the jurisdiction in which the Purchaser resides and the Purchaser is solely responsible (and the Company is in no way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it may not be able to resell such securities except in accordance with limited exemptions under applicable securities laws.

(o)     No person has made any written or oral representations:

(i)      that any person will resell or repurchase the Common Shares;

(ii)     that any person will refund the Purchase Price; or

(iii)    as to the future price or value of the Common Shares.

(p)     The funds representing the Purchase Price which will be advanced by the Purchaser to the Company hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTFA") and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser's name and other information relating to this Subscription Agreement and the Purchaser's subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (a) none of the subscription funds to be provided by the Purchaser (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Purchaser, and (b) it shall promptly notify the Company if the Purchaser discovers that any of such representations ceases to be true, and to provide the Company with appropriate information in connection therewith.

The Purchaser acknowledges and agrees that the foregoing representations and warranties are made by it with the intention that they may be relied upon in determining its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Purchaser’s Common Shares under relevant securities laws. The Purchaser further agrees that by accepting delivery of the Purchaser’s Common Shares on the Closing Date, it will be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the time of the Closing and that they will survive the purchase by the Purchaser of the Purchaser’s Common Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Purchaser’s Common Shares.

12.              No Statutory Right of Rescission or Damages; Additional Acknowledgements. The Purchaser acknowledges and agrees that:

(a)     no securities commission or similar regulatory authority has reviewed or passed on the merits of the Purchaser’s Common Shares and Big Flash Shares;

(b)     there is no government or other insurance covering the Purchaser’s Common Shares and Big Flash Shares;

(c)     there are risks associated with the purchase of the Purchaser’s Common Shares and Big Flash Shares;

(d)     as a consequence of acquiring Common Shares and Big Flash Shares pursuant to exemptions from registration and prospectus requirements under applicable securities laws in Canada and the United States, certain protections, rights and remedies provided such securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser.

(e)     there are risks associated with the purchase of the Purchaser’s Common Shares and the Purchaser may lose its entire investment;

(f)     there are restrictions on the Purchaser’s ability to resell the Common Shares and it is the responsibility of the Purchaser to find out what those restrictions are and to comply with them before selling the Common Shares; and

(g)     The Purchaser is responsible for obtaining such legal and tax advice as it considers appropriate in connection with the execution, delivery and performance of this Subscription Agreement and the transactions contemplated under this Subscription Agreement.

"Unless permitted under Securities Legislation, the holder of this Security must not trade the Security before the date that is four months and a day after the later of [the Closing Date] and the date the Issuer becomes a Reporting Issuer in any province or territory."

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE, REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

(c)     if the Common Shares and Big Flash Shares are being sold under section (C) of the U.S. Legend, the legend may be removed by delivery to the Company’s registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws;

(d)     none of the Common Shares and Big Flash Shares have been registered under the U.S. Securities Act or the securities law of any state, and that the Common Shares and Big Flash Shares may not be exchanged in the United States or by or on behalf of a U.S. Person unless an exemption from registration is available and the holder provides an opinion of counsel in form and substance satisfactory to the Company to such effect, provided that a Purchaser that delivers a U.S. Accredited Investor Certificate in connection with the subscription for Common Shares from the Company that is exchanged for its own account and which remains a U.S. Accredited Investor need not deliver an opinion of counsel;

(e)     in addition to the legend set forth in subparagraph (a) above, upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, certificates representing Common Shares and Big Flash Shares, and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:

"THESE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE EXCHANGED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS AN EXEMPTION IS AVAILABLE FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO IT TO SUCH EFFECT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT."

15.              Purchaser’s Expenses. The Purchaser acknowledges and agrees that except as otherwise provided herein, all costs and expenses incurred by the Purchaser (including any fees and disbursements of special counsel retained by the Purchaser) relating to the purchase of the Common Shares and Big Flash Shares shall be borne by the Purchaser.

26.              Effective Date. This Subscription Agreement is intended to and shall take effect on the Closing Date, notwithstanding its actual date of execution or delivery by any of the parties.

ACCEPTANCE

The foregoing is acknowledged, accepted and agreed to this ____ day of ____________________, 2006.

16.

1. Development Agreement dated November 17, 2005 between IntelGenx Corp. and ▇▇▇▇ Pharmaceutical Inc.
    

2. Development Agreement dated October 28, 2005 between IntelGenx Corp. and Novavax Inc.
    

3. Memorandum of Understanding dated October 26, 2005 between Keata Pharma Inc. and IntelGenx Corp.
    

4. Employment Agreement dated December 1, 2005 between IntelGenx Corp. and ▇▇▇▇▇ ▇▇▇▇▇
    

5. Memorandum of Agreement dated December 1, 2005 between IntelGenx Corp. and ▇▇▇▇▇ ▇▇▇▇▇
    

6. Employment Letter dated December 1, 2005 from IntelGenx Corp. to ▇▇▇▇▇▇ ▇▇▇▇▇
    

7. Confidentiality Agreement dated December 1, 2005 between IntelGenx Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇
    

8. Employment Agreement dated July 13, 2005 between IntelGenx and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-Toy, as amended on January 9, 2006
    

9. Employment Agreement dated November 28, 2005 between IntelGenx Corp. and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇, as amended on January 9, 2006
    

10. Employment Agreement dated June 27, 2005 between IntelGenx Corp. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

By initialling where indicated below, the Purchaser is confirming its representation and warranty regarding the category or categories under which it qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the United States Securities Act of 1933:

[▇▇▇▇ BELOW THE CATEGORY OR CATEGORIES WHICH DESCRIBES YOU]

B-2

TO: INTELGENX CORP. (the "Company")

In connection with the purchase of Common Shares by the Purchaser, the Purchaser represents, warrants and covenants (on its own behalf or, if applicable, on behalf of those for whom the Purchaser is contracting under the Subscription Agreement (a "Principal") and certifies to the Company and acknowledges that the Company is relying thereon that:

General

A.    one of the following clauses (i), (ii) or (iii) applies:

(i)    the Purchaser is resident in one of the provinces or territories of Canada and is purchasing the Common Shares as principal for its own account and not for the benefit of any other person, for investment only, and not with a view to the resale or distribution of all or any of the Common Shares;

(ii)    the Purchaser is contracting hereunder on behalf of a Principal and such Principal is resident in one of the provinces or territories of Canada and is purchasing as principal for its own account and not for the benefit of any other person, for investment only, and not with a view to the resale or distribution of all or any of the Common Shares; or

(iii)   the Purchaser is deemed to be purchasing as principal pursuant to NI 45-106 with respect to a purchase of the Common Shares pursuant to clause B below, by virtue of the fact that it is a trust company or trust corporation described in clause (p) of the definition of "Accredited Investor" in clause B below and is not a trust company or trust corporation registered under the laws of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, or by virtue of the fact that it is a person or company described in clause (q) of the definition of "Accredited Investor" in clause B below; and

Prospectus Exemptions

B.    one of the following clauses (i), (ii) or, (iii) applies (check applicable category):

(i)     the Purchaser or the Disclosed Principal, as applicable, is an "Accredited Investor", as such term is defined in NI 45-106, and as at the Closing Date, the Purchaser or the Disclosed Principal, as applicable, falls within one or more of the following categories checked below:

C-2

(ii)    the aggregate acquisition cost of the Common Shares purchased by the Purchaser is not less than $150,000 paid in cash at the time of the trade and the Purchaser has not been created or used solely to purchase or hold securities in reliance on this exemption  
□

The foregoing representation is true and accurate as of the date of this certificate and will be true and accurate as of the Closing. If any such representation shall not be true and accurate prior to Closing, the undersigned shall give immediate written notice of such fact to the Chief Executive Officer of the Company.

C-3

All capitalized terms not otherwise defined herein shall have the meanings given to them in the Subscription Agreement to which this Conditional Letter of Acceptance and Power of Attorney is attached to as Schedule "D".

(I)    subject to the satisfaction of the Escrow Release Conditions and the terms of the Escrow Agreement, agrees to deposit with Big Flash, for exchange in connection with the Transaction, the Purchaser’s Common Shares on the basis of one (1) Big Flash Shares for each Common Share;

(II)   authorizes the President of the Company to deliver the certificates representing Purchaser’s Common Shares directly to Big Flash prior to their exchange for Big Flash Shares and, upon the completion of the exchange, to register or record, transfer and enter the transfer of Common Shares to Big Flash on the books of the Company such that thereafter Big Flash shall be the legal and beneficial owner of the Purchaser’s Common Shares in accordance with the Transaction; and

(III)  ably constitutes and appoints any officer of the Company, and each of them, and any other person designated by the Company in writing, the true and lawful agent, attorney and attorney-in-fact and proxy of the undersigned with respect to the assignment, sale, transfer, conveyance and tender of the Purchaer’s Common Shares which shall be taken up and paid for by Big Flash (the "Purchased Securities") pursuant to and in accordance with the Transaction effective on and after the date that Big Flash pays for the Purchased Securities (the "Effective Date"), with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest) to exercise any and all rights of the holder in respect of the Purchased Securities, including without limitation, (a) to negotiate and enter into an agreement of purchase and sale and such other agreements and instruments, assignments, transfers or powers of transfer including the Merger Agreement, providing for and giving effect to the sale, assignment and transfer of the Purchaser’s Common Shares to Big Flash and to receive consideration therefor, pursuant to the terms of the Transaction as shall be set forth in the Merger Agreement; (b) to vote at all meetings, pass all necessary resolutions (or as the case may be necessary) and otherwise to act as the Purchaser’s proxy or representative in respect of any corporate proceedings required to be taken to give effect to and to authorize the transactions contemplated by the Merger Agreement.

The undersigned represents, warrants and covenants to and with Big Flash and the Company, and each of them, (and acknowledges that Big Flash and the Company, and each of them is relying thereon), as follows:

(i)   Ownership – on and as of the Effective Date of the Transaction: (i) the undersigned is the owner of the Purchaser’s Common Shares being deposited; (ii) such Purchaser’s Common Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; and (iii) the undersigned has full power and authority to execute and deliver this Conditional Letter of Acceptance and Transmittal and all information inserted into this Conditional Letter of Acceptance and Transmittal by the undersigned is accurate;

(ii)  Jurisdiction of Residence – the undersigned is resident or otherwise subject to applicable securities legislation in the jurisdiction set out under "Name and Address of Purchaser" on the cover page of the Subscription Agreement, and the purchase by and sale to the undersigned of the Big Flash Shares has occurred only in such jurisdiction.

(iii)  Capacity - (i) if the undersigned is an individual, the undersigned has attained the age of majority and is legally competent to execute this Conditional Letter of Acceptance and Transmittal and to perform all actions required pursuant hereto; (ii) if the undersigned is a corporation, partnership, unincorporated association or other entity, the undersigned has the legal capacity and competence to enter into and be bound by this Conditional Letter of Transmittal and the undersigned further certifies that all necessary approvals of directors, shareholders or otherwise have been given and obtained;

(iv)   Authority - the undersigned is not acting on behalf of any other person and is acquiring the Big Flash Shares on its own behalf and not on behalf of any other person;

(v)   Enforceability - this Conditional Letter of Acceptance and Transmittal has been duly and validly authorized, executed and delivered by the undersigned and constitutes a legal, valid and binding contract of the undersigned enforceable against the undersigned in accordance with its terms;

(vi)   No Representation re: Resale, Refund, Future Price or Listing - no person has made any written or oral representation to the undersigned:

(a)   that any person will resell or repurchase the Big Flash Shares;

(b)   that any person will refund the purchase price of the Big Flash Shares;

(c)   relating to the future price or value of the Big Flash Shares; or

(d)   that the Big Flash Shares are or will become listed on any stock exchange or quotation service;

(viii) Other - the undersigned acknowledges that:

(a)   no securities commission or similar regulatory authority has reviewed or passed on the merits of the Big Flash Shares;

(b)   there is no government or other insurance covering the Big Flash Shares;

(c)   there are risks associated with the purchase of the Big Flash Shares; and

(d)   Big Flash has advised the undersigned that Big Flash is relying on an exemption from prospectus and registration requirements of applicable securities legislation and requirements under any other law to file a prospectus and, as a consequence of acquiring securities pursuant to an exemption, certain protections, rights and remedies provided by applicable securities laws, including statutory rights of rescission or damages, may not be available to the undersigned, that the undersigned may not receive information that might otherwise be required to be provided to the undersigned under applicable securities laws if the exemption were not relied upon and that Big Flash is relieved from certain obligations that would otherwise apply under applicable securities laws if the exemption were not relied upon.

The undersigned acknowledges that the foregoing representations and warranties are made by the undersigned with the intent that they may be relied upon in determining the eligibility of the undersigned to purchase the Big Flash Shares under relevant securities legislation. The undersigned further agrees that by accepting the Big Flash Shares the undersigned shall be representing and warranting that the foregoing representations and warranties are true as at the date of acceptance of the tendered securities. The undersigned covenants to immediately notify Big Flash, c/o ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 19 East, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Fax No. (▇▇▇) ▇▇▇-▇▇▇▇, of any change in any statement or other information relating to the undersigned set forth herein which takes place prior to the date of acceptance of the tendered securities.

By virtue of the execution of this Conditional Letter of Acceptance and Transmittal, the undersigned shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any securities deposited will be determined by Big Flash and the Company in their sole discretion and that such determination shall be final and binding and the undersigned acknowledges that there shall be no duty or obligation on either Big Flash, the Company or any other person to give notice of any defect or irregularity and no liability shall be incurred by any of them for failure to give such notice.

The covenants, representations and warranties of the undersigned herein contained shall survive the completion of the Transaction.

The undersigned revokes any and all authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Purchaser’s Common Shares. No subsequent authority whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the deposited securities. Each authority conferred or agreed to be conferred by the undersigned in this Conditional Letter of Acceptance and Transmittal will survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder is binding upon the heirs, legal representatives, successors and assigns of the undersigned.

The undersigned instructs Big Flash to mail the certificates representing Big Flash Shares as soon as practicable after the Effective Date, by insured first class mail, postage prepaid, in accordance with the instructions given on the cover page of the Subscription Agreement under "Delivery Instructions".

By reason of the use by the undersigned of this Conditional Letter of Acceptance and Transmittal, the undersigned is deemed to have required that any contract evidenced by the Transaction as accepted through this Conditional Letter of Acceptance and Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage des présentes lettre d’envoi et formule de choix par le soussigné, ce dernier est réputé avoir demandé que tout contrat attesté par l’arrangement. qui est accepté au moyen des présentes lettre d’envoi et formule de choix, de méme que tous les documents qui s’y rapportent, soient rédigés exclusivement en anglais.

Please see attached.

BETWEEN:

AND:

AND:

WHEREAS:

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

All capitalized terms not defined herein shall have the meanings ascribed thereto in the Subscription Agreement.

The Corporation and the Subscriber each hereby appoint the Escrow Agent to act as the escrow agent for the purpose of holding the Subscription Price in accordance with the terms and conditions of this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with the terms and conditions of this Agreement. The Escrow Agent shall have no duties or responsibilities except as expressly provided in this Agreement.

The Subscriber hereby delivers the Subscription Price to the Escrow Agent to be held in escrow by the Escrow Agent on the terms and subject to the conditions of this Agreement.

The Escrow Agent shall release and deliver the Subscription Price to the Corporation immediately upon receipt by the Escrow Agent of the following (collectively, the "Escrow Release Notices"):

In the event that the Escrow Release Notices are not received by the Escrow Agent by <>, 2006, the Subscription Price will be returned, without interest or deduction, by the Escrow Agent to the Purchasers.

Once the Escrow Agent has released the Subscription Price in accordance with this Agreement, this Agreement shall terminate and be of no further force or effect, except to the extent necessary in order for Sections 5.02, 6.01, 6.02 and 6.03, to continue to be of full force and effect.

5.01          Rights of Escrow Agent

The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent:

(a)   the Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting and relying upon) any resolution, affidavit, direction, written notice, request, waiver, consent, receipt, statutory declaration, certificate or other paper or document furnished to it and signed by an individual representing himself or herself as the Subscriber or an officer, director or employee or authorized agent of the Corporation or the Subscriber (where the Subscriber is not an individual), not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which the Escrow Agent believes to be genuine;

(b)   the Escrow Agent shall be entitled to act and rely upon (and shall not be liable for so acting upon and relying upon) any resolution, affidavit, direction, notice, declaration, certificate, waiver, consent, receipt, opinion, report, statement or other paper or document purported to be delivered pursuant to this Agreement and shall not be required to enquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any person other than a person entitled to give such notice;

(c)   the Escrow Agent shall not be required to make any determination or decision with respect to the validity of any claim made by any party hereto or of any denial thereof but shall be entitled to rely conclusively on the terms hereof and the documents tendered to it in accordance with the terms hereof;

(d)   the Escrow Agent shall have no duties except those which are expressly set forth herein. It is understood and agreed that the Escrow Agent is not acting as a trustee or in any fiduciary capacity but is acting as a depository only, that the duties of the Escrow Agent hereunder are purely administrative in nature and it shall not be liable for any error of judgement, or for any act done or step taken or omitted by it, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence or fraud. In the absence of gross negligence or fraud by the Escrow Agent, the Corporation and the Subscriber shall not hold the Escrow Agent liable for any loss or injury to them;

(e)   the Escrow Agent shall incur no liabilities hereunder or in connection herewith for anything whatsoever other than as a result of its own gross negligence or fraud and the Corporation and the Subscriber hereby release the Escrow Agent from any actions, causes of action, claims, demands, damages, losses, costs, liabilities, penalties and expenses whatsoever, whether arising directly or indirectly, by way of statute, contract, tort or otherwise, other than those arising from its own gross negligence or fraud;

(f)   upon the Escrow Agent's delivery and release of all the Subscription Price in accordance with the provisions of this Agreement, the Escrow Agent shall be automatically and immediately released from all obligations under this Agreement to any party hereto and to any other person with respect to the Subscription Price;

(h)   the Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to retain such independent counsel or other advisors as it reasonably may require for the purpose of discharging or determining it duties, obligations or rights hereunder, and may act and rely on the advice or opinion so obtained;

(i)    the Escrow Agent shall have the right, if in its sole discretion it deems it necessary or desirable, to seek advice and directions from a court of competent jurisdiction with respect to its duties and obligations hereunder;

(j)    the duties and obligations of the Escrow Agent hereunder shall at all times be subject to the orders or directions of a court of competent jurisdiction; and

(k)    the Escrow Agent is not a party to, and is not, bound by, the Subscription Agreement and shall not, by reason of signing this Agreement, assume any responsibility or liability for any transaction or agreement between the Corporation and the Subscriber, other than the performance of its obligations under this Agreement, notwithstanding any reference herein to such other transactions or agreements.

5.02          Interpleader

The Escrow Agent shall be entitled to deliver the Subscription Price into court by way of interpleader if any person, whether or not a party hereto, sues or threatens to ▇▇▇ the Escrow Agent in connection with the Subscription Price or the actions or omissions of any of the parties hereunder including the Escrow Agent or if the Escrow Agent is unable or unwilling to continue acting and there is no replacement escrow agent appointed within three days after the written notice of resignation by the Escrow Agent or in the event of any disagreement or apparent disagreement between the parties hereto resulting in conflicting claims or demands with respect to the Subscription Price or if any of the parties hereto, including the Escrow Agent, are in or appear to be in disagreement about the interpretation of this Agreement or about the rights and obligations of the Escrow Agent or the propriety of an action contemplated by the Escrow Agent under this Agreement. Upon the Escrow Agent making such delivery, the Escrow Agent shall be released from all its duties and obligations under this Agreement.

5.03          Representation of <>

The Corporation and the Subscriber, each, acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP is acting and will continue to be entitled to act on behalf of <> in connection with a subscription for shares of the Corporation by <> and in connection with other existing and future matters. The Corporation and the Subscriber, each, agrees not to object, now or in future, to such representation despite any dispute that may arise under this Agreement. If ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP determines it cannot continue to act in accordance with this Agreement at the same time it pursues a retainer with <>, provided that ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP interpleads the Subscription Price or resigns as Escrow Agent, no confidential information of any party to this Agreement or state of knowledge which ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP has acquired in its capacity as Escrow Agent prior to such interpleader or resignation shall bar it from continuing to act or to accept to retainers to act on behalf of <>. Furthermore, the Subscriber and the Corporation acknowledge and confirm that ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP does not act as counsel to either of them in connection with this Agreement, the Subscription Agreement or any matter related or incidental thereto. [NTD: Information to be provided prior to Closing.]

ARTICLE 6
FEES AND INDEMNIFICATION

6.01          Escrow Agent Fees