SUBSCRIPTION AGREEMENT – UNITS INTELGENX TECHNOLOGIES CORP. AND BOLDER INVESTMENT PARTNERS, LTD.

Complete and sign pages 1 and 2 of the Subscription Agreement.

If you are a non-individual subscriber, complete and sign the TSX-V Form 4C – Corporate Placee Registration Form – Appendix I. If you have previously filed a Form 4C with the TSX-V and it remains current, then complete and sign the Confirmation of Previously Filed Corporate Placee Registration Form – Appendix II, instead of Appendix I.

If you are resident in Canada and are an “accredited investor” (as defined in Section 1.1 of this Agreement), complete and sign the Accredited Investor Certificate – Appendix III, unless the aggregate cost of the Units you have subscribed for is not less than $150,000.

If you are resident in an International Jurisdiction (other than Canada or the United States), complete and sign the International Investor Certificate – Appendix IV.

Complete and sign the Registration Rights Agreement – Appendix V and the Selling Securityholder Questionnaire attached as Schedule A thereto.

To subscribe complete, as applicable, and forward (i) this Subscription Agreement; (ii) all applicable Appendixes; (iii) the Registration Rights Agreement with the Selling Securityholder Questionnaire; and (iv) the subscription proceeds, to:

INTERPRETATION

In this Agreement, unless the context otherwise requires:

“1933 Act” means the United States Securities Act of 1933, as amended;

“Accredited Investor” has the same meaning ascribed to that term in National Instrument 45-106;

“Agency Agreement” means the agency agreement to be entered into between the Issuer and the Agent in connection with the Private Placement;

“Agent” means Bolder Investment Partners, Ltd.;

“Aggregate Subscription Price” means the aggregate dollar amount of the subscription under this Agreement as set out on the face page hereof;

“Agreement” means this subscription agreement to be entered into between the Issuer and the Subscriber for the purchase of Units and includes all schedules and appendices attached hereto, in each case as they may be amended or supplemented from time to time;

“AMF” means Autorité des Marchés Financiers;

“Business Day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario are not open for business;

“Closing” means the closing of the Private Placement, on the Closing Date, pursuant to which the Units are issued to the Subscribers in accordance with the terms and conditions of this Agreement;

“Closing Date” means the date of completion of the sale of the Units under the Private Placement as may be determined by the Agent and the Issuer;

“Commissions” means, collectively, the provincial securities commission or other regulatory authority in each of the Jurisdictions;

“Common Shares” means the previously unissued common shares in the capital of the Issuer, as presently constituted being offered by the Issuer pursuant to the Private Placement;

“Compensation Options” has the meaning ascribed to that term in Section 5.1(x);

“Disclosed Principal” has the meaning ascribed in subsection 5.1(c)(ii);

“Disclosure Record” means the financial statements, management discussion and analysis, certifications, circulars, reports, forms, press releases and other documents filed by the Issuer on the System for Electronic Data Analysis and Retrieval (SEDAR) since December 31, 2006;

“Exemptions” means the exemptions from the prospectus requirements outlined at sections 2.3 and 2.10 of National Instrument 45-106;

“Insider” has the meaning ascribed in s.1(1) of the Ontario Act;

“International Jurisdiction” means a jurisdiction other than and outside Canada and the United States;

“Issue Price” means $0.40 per Unit;

“Issuer” means IntelGenx Technologies Corp.;

“Jurisdictions” means the provinces of British Columbia, Alberta and Ontario and such other Canadian provinces as agreed upon by the Company and the Agent where Subscribers are resident;

“National Instrument 45-102” means National Instrument 45-102 – Resale of Securities published by the Canadian Securities Administrators;

“National Instrument 45-106” means National Instrument 45-106 – Prospectus and Registration Exemptions published by the Canadian Securities Administrators;

“Ontario Act” means the Securities Act (Ontario), the regulations and rules made thereunder and all published policy statements, blanket orders, notices, directions and rulings issued or adopted by the Ontario Securities Commission, all as amended;

“Parties” or “Party” means the Subscriber, the Issuer or both, as the context requires;

“Personal Information” has the meaning ascribed in section 10.5;

“Private Placement” means the offering of up to 6,250,000 Units by the Issuer on the terms set out in this Agreement;

“Registration Rights Agreement” means the Registration Rights Agreement attached hereto as Appendix V;

“Registration Statement” means an S-1 registration statement filed with the SEC in accordance with the 1933 Act qualifying the Common Shares, the Warrants and the Warrant Shares issuable on the exercise of the Warrants and the Compensation Options;

“Regulation S” means Regulation S promulgated under the 1933 Act;

“Regulatory Authorities” means the Commissions and the TSX-V and the securities regulatory authorities in an International Jurisdiction;

“Rule 144” means Rule 144 promulgated under the 1933 Act;

“Rule 144A” means Rule 144A promulgated under the 1933 Act;

“SEC” means the United States Securities and Exchange Commission;

“Securities” means the Units, the Common Shares, the Warrants and the Warrant Shares;

“Securities Laws” means, as applicable, the securities legislation and securities laws of each Jurisdiction and the regulations and rules made thereunder and all published policy statements, blanket orders, notices, directions and rulings issued or adopted by the Commissions, collectively, and the rules of the TSX-V;

“Subscriber” means the subscriber for the Units as set out on the face page of this Agreement and includes, as applicable, each Disclosed Principal for whom it is acting;

“Subscription Proceeds” means the gross proceeds from the sale of Units under the Private Placement;

“TSX-V” means TSX Venture Exchange;

“Unit” means one Common Share and one Warrant;

“United States” means the United States of America, its territories or possessions, any State of the United States and the District of Columbia;

“U.S. Person” has the meaning given to the term “U.S. person” in Rule 902(k) of Regulation S. Without limiting the foregoing, but for greater clarity in this Agreement, a U.S. Person includes, subject to the exclusions set forth in Regulation S, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any estate or trust of which any executor, administrator or trustee is a U.S. Person, (iv) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, (v) any non- discretionary account or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of U.S. Person, and (vi) any partnership or corporation organized or incorporated under the laws of any non-U.S. jurisdiction which is formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by U.S. accredited investors who are not natural persons, estates or trusts;

“Warrant” means a non-transferable common share purchase warrant which will be exercisable, for a period of 36 months from the date of issue, to acquire one Warrant Share at a price of $0.50; and

“Warrant Share” means a previously unissued common share in the capital of the Issuer, as presently constituted, issuable on exercise of a Warrant.

if delivered, to receive certificates representing the Units, to execute in the Subscriber’s name and on its behalf all closing receipts and required documents, if any, to complete and correct any manifest errors or omissions in any form or document provided by the Subscriber, including this Agreement and the appendices and schedules hereto, in connection with the subscription for the Units and to exercise any rights of termination contained in the Agency Agreement;

to negotiate and settle any documents related to the Private Placement including any opinions, certificates or other documents addressed to the Subscriber;

to extend or shorten any time periods and to modify or waive, in whole or in part, any representations, warranties, covenants or conditions for the Subscriber’s benefit contained in this Agreement and the Agency Agreement or any ancillary or related document, provided that such extensions, modifications, or waivers do not materially affect the Subscriber’s obligations or rights under this Agreement;

to make payment for the Units purchased hereby on behalf of the Subscriber or any Disclosed Principal;

to terminate this Agreement if any condition precedent is not satisfied, in such manner and on such terms and conditions as the Agent in its sole discretion may determine and the Agent shall have no liability to any Subscriber whatsoever in connection with any decision to waive any of such conditions or to extend the time for satisfaction of such conditions or any decision to exercise or not exercise or extend the right to terminate the Agency Agreement; and

without limiting the generality of the foregoing, to negotiate, settle, execute, deliver and amend the Agency Agreement.

no prospectus has been filed by the Issuer with any of the Commissions in connection with the issuance of the Units, such issuance is exempted from the prospectus requirements of applicable Securities Laws and that as a result:

the Subscriber is restricted from using most of the civil remedies available under applicable Securities Laws including statutory rights of rescission and certain statutory remedies against an issuer, underwriters, auditors and officers otherwise available to investors who acquire securities offered by a prospectus;

the Subscriber may not receive information that would otherwise be required to be provided to it under applicable Securities Laws and under applicable securities laws of the United States; and

the Issuer is relieved from certain obligations that would otherwise apply under applicable Securities Laws;

the Subscriber certifies that it and, if applicable, each Disclosed Principal is resident and located in the jurisdiction set out under “Subscriber’s Residential or Head Office Address” on the first page of this Agreement, which address is the residence or principal place of business of the Subscriber, or Disclosed Principal, as the case may be, and such address was not obtained or used solely for the purpose of acquiring the Subscriber’s Units;

the Subscriber is either:

purchasing the Subscriber’s Units as principal for its own account and not for the benefit of any other person or is deemed under applicable Securities Laws to be purchasing the Subscriber’s Units as principal; or

purchasing the Subscriber’s Units as agent for beneficial principal(s) (each a “Disclosed Principal”), all of whom are disclosed on page 1 of this Agreement, and is not deemed under applicable Securities Laws to be purchasing the Subscriber’s Units as principal, and it is duly authorized to enter into this Agreement and to execute and deliver all documentation in connection with the purchase on behalf of each such Disclosed Principal, who is purchasing as principal for its own account and not for the benefit of any other person and the Subscriber in its capacity as agent is acting in compliance with all applicable securities and other laws; or

purchasing (if a resident of a Jurisdiction) for a principal or principals which is or are undisclosed or identified by account number only and is:

a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and in Ontario, is purchasing a security that is not a security of an investment fund; or

a trust corporation registered under the Trust and Loan Companies Act (Canada), or under comparable legislation in any other jurisdiction, and is purchasing the Subscriber’s Units as trustee or agent for one or more accounts that are fully managed by such trust corporation, which account or accounts are acquiring the Subscriber’s Units as principal;

if the Subscriber or the Disclosed Principal is resident in Canada, the Subscriber or, if the Subscriber is purchasing on behalf of a Disclosed Principal, that Disclosed Principal:

is an Accredited Investor, by virtue of the fact that the Subscriber or such Disclosed Principal, as the case may be, falls within one or more of the sub-paragraphs of the definition of Accredited Investor set out in Appendix III (the Subscriber having checked the sub-paragraph(s) applicable to the Subscriber or such Disclosed Principal, as the case may be) and neither the Subscriber nor such Disclosed Principal has been created or is being used primarily to permit the purchase of the Units without a prospectus; or

is purchasing sufficient Units so that the aggregate acquisition cost of the Subscriber’s Units is not less than $150,000 and the Subscriber or such Disclosed Principal, as the case may be, is not a corporation, syndicate, partnership or other form of incorporated or non-incorporated entity or organization created solely to permit the purchase of the Subscriber’s Units without a prospectus by a group of individuals whose individual share of the aggregate acquisition cost of the Subscriber’s Units is less than $150,000;

the Subscriber is aware that the Securities have not been registered under the 1933 Act, or any state securities laws of the United States and that the Securities may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. Person or person in the United States without registration under the 1933 Act and any applicable state securities laws or compliance with requirements of an exemption from such registration requirements;

the Subscriber, and if applicable, each person for whose account or benefit it is purchasing the Units: (1) is not a U.S. Person; (2) is not purchasing the Units for the account or benefit of a U.S. Person or person in the United States; and (3) was not offered any of the Units in the United States, did not receive any materials relating to the offer of the Units in the United States, and did not execute or deliver the Subscription Agreement or any other materials relating to the purchase of the Units in the United States;

the Subscriber agrees not to engage in hedging transactions in the Securities unless in compliance with the 1933 Act, and agrees that the Issuer may refuse to register any transfer of the Securities not made pursuant to an effective registration statement under the 1933 Act or pursuant to an exemption from such registration requirements and in accordance with any applicable state securities laws;

the Subscriber is acquiring the Securities for investment only and not with a view to resale or distribution in violation of applicable securities laws and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or, to, or for the account or benefit of, a U.S. Person or person in the United States; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration thereof under the 1933 Act or pursuant to an exemption or exclusion from such registration requirements and in accordance with any applicable state securities laws;

the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the ▇▇▇▇ ▇▇▇) in the United States in respect of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of such Securities;

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act;

if the Subscriber is resident in an International Jurisdiction, the subscription for Units by the Subscriber hereunder is being made pursuant to exemptions under and in accordance with, and does not contravene any of the, applicable securities legislation in the such jurisdiction in which the Subscriber resides and the Subscriber has completed and delivered the International Investor Certificate attached as Appendix IV hereto;

the Subscriber and each Disclosed Principal, as the case may be, acknowledges that no Regulatory Authority or governmental agency regulatory body or similar authority has reviewed or passed upon the merits of an investment in the Units or the Common Shares and that any representation to the contrary is a criminal offence and, if made, may not be relied upon;

no person has made to the Subscriber or any Disclosed Principal, if applicable, any written or oral representations:

that any person will resell or repurchase any of the Units;

that any person will refund the purchase price of any of the Units;

as to the future price or value of any of the Units, or securities issuable on exercise of the Units or the Warrants, as the case may be; or

that any of the Issuer’s securities will be listed and posted for trading on a stock exchange or that application has been made to list and post any of the Issuer’s securities for trading on a stock exchange, other than the Common Shares on the TSX-V;

the Subscriber or, the Disclosed Principal, as the case may be, will not become a “control person” (as defined in the Ontario Act) by virtue of the purchase of the Subscriber’s Units (assuming the exercise thereof into Common Shares), and does not intend to act in concert with any other person to form a control group of the Issuer;

this subscription has not been solicited in any other manner contrary to applicable Securities Laws and the Subscriber acknowledges that the Subscriber will not receive an offering memorandum or other disclosure document in respect of the Issuer or the Units;

neither the Subscriber nor any Disclosed Principal, if applicable, has knowledge of a “material fact” or “material change” (as those terms are defined in the Ontario Act) in the affairs of the Issuer that has not been generally disclosed to the public;

the Subscriber’s decision to tender this offer and purchase the Subscriber’s Units has not been made as a result of any verbal or written representation as to fact or otherwise made by or on behalf of the Issuer, the Agent or any other person and is based entirely upon this Agreement and currently available public information concerning the Issuer;

the Agent and/or its directors, officers, employees, agents and representatives assume no responsibility or liability of any nature whatsoever for the accuracy or adequacy of any publicly available information concerning the Issuer, or as to whether or not all information concerning the Issuer required to be disclosed by it has been generally disclosed;

the Agent has not, in connection with the Private Placement, engaged in or conducted any independent investigation with respect to the Issuer, or any information made, or required to be made, publicly available by the Issuer;

the Issuer will have the right to accept this subscription offer in whole or in part and the acceptance of this subscription offer will be conditional upon the sale of the Subscriber’s Units to the Subscriber or the Disclosed Principal, as the case may be, being exempt from the prospectus and registration requirements under applicable Securities Laws;

the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority in the jurisdiction in which the Subscriber is resident, if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and if the Subscriber is not an individual, the Subscriber has all necessary authority and approvals by its directors, shareholders, partners, trustees or others to authorize the execution and delivery of this Agreement on behalf of the Subscriber;

the entering into of this Agreement and the completion of the transactions contemplated hereby will not result in the material default of violation of any of the terms and provisions of any law applicable to, or the constating documents, by-laws or resolutions of, the Subscriber or any Disclosed Principal, if applicable, or of any agreement, written or oral, to which the Subscriber or the Disclosed Principal, if applicable, may be a party or by which it is or may be bound;

the Subscriber has obtained all necessary consents and authorities to enable it to agree to subscribe for the Units and to perform its obligations under this Agreement and the Subscriber has otherwise observed all applicable laws, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in any territory in connection with its acceptance and the Subscriber has not taken any action which will or may result in the Issuer or the Agent acting in breach of any regulatory or legal requirements of any territory in connection with the Private Placement or the Subscriber’s subscription;

this Agreement, along with Appendix I, II, III or IV, as applicable, has been duly executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber and, if applicable, the Disclosed Principal;

the Subscriber has been advised to consult its own legal advisors with respect to tax matters and the applicable hold periods imposed in respect of the Units by applicable securities legislation and regulatory policies and confirms that no representations by the Issuer or the Agent have been made, respecting tax matters or the hold periods applicable to the Units;

the Subscriber and, if applicable, each Disclosed Principal is aware of the risks and other characteristics of the Units, including the risk that the Subscriber may lose its entire investment, and of the fact that the Subscriber and, if applicable, each Disclosed Principal may not be able to resell the Units purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Units may be subject to resale restrictions and may bear a legend to this effect;

the Subscriber understands that the Securities are “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, without prior registration under the 1933 Act and applicable state securities laws or an exemption from such registration requirements, and agrees that if it decides to offer, sell, pledge or otherwise transfer, directly or indirectly, any such Securities they may be offered, sold, pledged or otherwise transferred, directly or indirectly, only: (A) to the Issuer; (B) within the United States in accordance with (i) Rule 144A, if available, to a person who the seller reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale, or transfer is being made in reliance on Rule 144A, or (ii) Rule 144, if applicable, and in each case, in compliance with any applicable state securities laws; (D) in a transaction that does not require registration under the 1933 Act and in compliance with any applicable state securities laws; or (E) pursuant to an effective registration statement under the 1933 Act and in compliance with any applicable state securities laws, provided that with respect to sales or transfers under clauses (B)(ii) or (D), only if the holder has furnished to the Issuer an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Issuer, prior to such sale or transfer;

the Subscriber understands that the Securities will be subject to a "hold period" under Rule 144 under the 1933 Act and possibly other resale restrictions under applicable securities legislation and the policies of the SEC and may not be resold until the expiry of such hold period except in accordance with limited exemptions under applicable securities legislation and regulatory policies and that the Issuer may cause a legend to such effect to be placed on the certificates representing the Securities. Except as set forth herein, the Subscriber acknowledges that it is aware that until the expiry of all such hold periods and resale restrictions, (i) the Securities cannot be traded through the facilities of stock exchanges since the certificate is not freely transferable and consequently is not "good delivery" in settlement of transactions on such exchanges; and (ii) the exchanges would deem the selling security holder to be responsible for any loss incurred on a sale made by him in such Securities;

the Subscriber acknowledges that the Warrants may not be exercised by or for the account or benefit of a U.S. Person or a person in the United States unless the Warrants and the Shares issuable upon exercise of the Warrants are registered under the 1933 Act and the securities laws of all applicable states or an exemption is available from the registration requirements of such laws, and the holder has furnished an opinion of counsel satisfactory to the Company to such effect;;

the certificates representing the Common Shares and Warrants or the Warrant Shares issuable upon exercise of the Warrants, as the case may be, if issued prior to the Clearance Date for the Prospectus or if issued prior to the day which is four months and one day following the Closing Date will bear the following legends as required by National Instrument 45-102 and the TSX-V substantially in the following form and with the necessary information inserted:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER [INSERT DISTRIBUTION DATE].”

“WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT DATE].”

it understands and acknowledges that upon the original issuance of the Securities, and until such time as it is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, all certificates representing the Securities and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEENREGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF INTELGENX TECHNOLOGIES CORP. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH (I) RULE 144A UNDER THE 1933 ACT, IF APPLICABLE, TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE OFFER, SALE OR TRANSFER IS BEING MADE IN RELIANCE OF RULE 144A, OR (II) RULE 144 UNDER THE 1933 ACT, IF APPLICABLE, AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C)(II) AND (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE 1933 ACT.”

provided, that, if any of the Securities are being sold pursuant to Rule 144 under the 1933 Act, the legend may be removed by delivery to the Issuer and the Issuer’s transfer agent of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer and the Issuer’s transfer agent, to the effect that the legend is no longer required under applicable requirements of the 1933 Act or any applicable state securities laws;

the Subscriber acknowledges and agrees that upon the original issuance of the Warrants, and until such time as it is no longer required under applicable requirements of the 1933 Act or applicable state securities laws, all certificates representing the Warrants and all certificates issued in exchange therefor or in substitution thereof, shall bear the following legend:

“THIS WARRANT HAS NOT BEEN AND WILL NOT BE, AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR PERSON IN THE UNITED STATES AND THE UNDERLYING SHARES MAY NOT BE DELIVERED WITHIN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. "UNITED STATES" AND "U.S. PERSON" ARE USED HEREIN AS SUCH TERMS ARE DEFINED BY REGULATION S UNDER THE 1933 ACT.”

if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber and, if applicable, each Disclosed Principal will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with respect to the issue of the Units as may be required;

the funds which will be advanced by the Subscriber to the Issuer hereunder, as applicable, 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 Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber’s name and other information relating to this Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA and the PATRIOT Act. To the best of the Subscriber’s knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws 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 Subscriber, and (b) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate information in connection therewith;

the Subscriber acknowledges that upon completion of the Private Placement, the Agent will receive a commission in cash from the Issuer equal to 8% of the gross proceeds from the sale of Units sold under the Private Placement to all subscribers. In addition, the Agent will receive that number of options (“Compensation Options”) as is equal to 8% of the number of Units sold in the Private Placement. Each Compensation Option will entitle the holder thereof to acquire one common share of the Issuer at an exercise price equal to $0.50 for a period of 24 months from the Closing Date;

the Subscriber is not entitled to be paid any commission in relation to its participation in the Private Placement;

other than the Agent, there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee;

the Subscriber and, if applicable, each Disclosed Principal has not purchased the Units as a result of any form of General Solicitation or General Advertising, including advertisements, articles, notices or other communication published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or internet or any seminar or meeting whose attendees have been invited by General Solicitation or General Advertising;

the Subscriber has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, any sales or advertising literature, or any other document describing or purporting to describe the business and affairs of the Issuer which has been prepared for delivery to, and review by, prospective purchasers in order to assist in making an investment decision in respect of the Units (other than the Disclosure Record);

the Subscriber or, if applicable, each Disclosed Principal has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks of its investment and is able to bear the economic risk of the loss of its entire investment in the Units;

the Subscriber or, if applicable, each Disclosed Principal, if a corporation or other non-individual entity, has previously filed with the TSX-V a duly completed Form 4C, Corporate Placee Registration Form and has executed and delivered the Confirmation of Previously Filed Corporate Placee Registration Form attached hereto as Appendix II, and represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the TSX-V up to the date of this Agreement, or will deliver a completed Form 4C, Corporate Placee Registration Form in the form attached hereto as Appendix I to the Issuer in accordance with 8.2(d) of this Agreement;

it understands and agrees that the financial statements of the Issuer have been prepared in accordance with United States generally accepted accounting principles, which differ in some respects from Canada generally accepted accounting principles, and thus may not be comparable to financial statements of Canadian companies;

it acknowledges that the Issuer’s counsel and the Agent’s counsel are acting as counsel to the Issuer and the Agent, respectively, and not as counsel to the Subscriber;

the Subscriber agrees that the Issuer and the Agent may be required by law or otherwise to disclose to regulatory authorities the identity of the Subscriber and if applicable the beneficial purchaser for whom the Subscriber may be acting; and

the Subscriber agrees that the above representations, warranties, covenants and acknowledgements in this Agreement and the attached Appendices are and will be true and correct both as of the execution of this Agreement and as of the Closing.

the Issuer, and each of its subsidiaries is a valid and subsisting corporation in good standing under the laws of its incorporation or continuation;

the Issuer, and each of its subsidiaries is duly incorporated and licensed to carry on business in the jurisdictions in which it carries on business or owns property where required under the laws of that jurisdiction;

the Issuer will reserve or set aside sufficient shares in its treasury to issue the Shares and the Warrant Shares and upon their issuance the Shares and the Warrant Shares will be duly and validly issued as fully paid and non-assessable;

the Issuer is a “reporting issuer” in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec and is not in default of any of the requirements of the Securities Laws and no order ceasing or suspending trading in securities of the Issuer nor prohibiting the sale of such securities has been issued to and is outstanding against the Issuer or any of its directors, officers or promoters or against any other companies that have common directors, officers or promoters and no investigations or proceedings for such purposes are pending or threatened;

the authorized capital of the Issuer consists of 100,000,000 common shares with a par value of U.S.$0.00001 and 20,000,000 preferred shares with a par value of U.S.$0.00001, of which 33,081,271 common shares and no preferred shares are issued and outstanding as at August 11, 2010.

the Shares are listed for trading on the TSX-V and the Common Shares and Warrant Shares to be issued hereunder will, at the time of issue, be conditionally listed on the TSX-V;

except as qualified by the Disclosure Record, the Issuer or its subsidiaries, if any, as the case may be, is the beneficial owner of the properties, business and assets or the interests in the properties or business or assets referred to in the Disclosure Record, all agreements by which the Issuer or any of its subsidiaries holds an interest in a property or business are in good standing according to their terms and the properties in which the Issuer or subsidiary holds an interest are in good standing under the applicable laws of the jurisdictions in which they are situated;

the financial statements of the Issuer contained in the Disclosure Record have all been prepared in accordance with United States generally accepted accounting principles, accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of the Issuer and its subsidiaries, if any, (on a consolidated basis) as of the date thereof, and no adverse material changes in the financial position of the Issuer or any of its subsidiaries, if any, has taken place since the latest date thereof;

the Disclosure Record does not contain any material misrepresentations nor does it omit any material fact relating to the Issuer;

the Issuer has complied and will comply fully in all material respects with the requirements of all applicable corporate laws and Securities Laws in relation to the issue and trading of its securities and in all matters relating to the Private Placement;

except as publicly disclosed, there is not presently, and will not be prior to Closing, any material change, as defined in the Ontario Act, relating to the Issuer or change in any material fact, as defined in the Ontario Act, relating to any of the Units which has not been or will not be fully disclosed in accordance with the requirements of the Ontario Act;

the issue and sale of the Units by the Issuer does not and will not conflict with, and does not and will not result in a breach of, any of the terms of the Issuer’s constating documents or any agreement or instrument to which the Issuer is a party or by which it is bound;

other than as disclosed in the Disclosure Record, neither the Issuer nor its subsidiaries is a party to any actions, suits or proceedings which could materially affect its respective business or financial condition, and to the best of the Issuer’s knowledge, no such actions, suits or proceedings are contemplated or have been threatened;

there are no judgments against the Issuer or its subsidiaries which are unsatisfied, nor is the Issuer or its subsidiaries subject to any consent decrees or injunctions;

this Agreement has been or will be by the Closing, duly authorized by all necessary corporate action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Private Placement;

the Issuer has filed all federal, provincial, local and foreign tax returns which are required to be filed, or have requested extensions thereof, and have paid all taxes required to be paid by them and any other assessment, fine or penalty levied against them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith;

the Issuer will use all reasonable efforts to file, as required, the Registration Statement within the time period set forth in the Registration Rights Agreement; and

the representations and warranties of the Issuer set forth herein and in the Agency Agreement are and, at Closing will be, true and correct.

the Issuer having accepted this Agreement;

payment by the Subscriber of the Aggregate Subscription Price by certified cheque, money order, bank draft or other acceptable means in Canadian dollars payable to the Agent through which the Subscriber has agreed to purchase the Units;

the Subscriber having properly completed, signed and delivered this Agreement (with the applicable Appendices), to:

Bolder Investment Partners, Ltd.

800 – ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇

Attention:

▇▇▇▇▇▇ ▇▇▇▇▇▇, President

Fax:

(▇▇▇) ▇▇▇-▇▇▇▇

the Subscriber having properly completed, signed and delivered, as applicable, Appendix I, II, III, and/or IV and any further documentation as required under applicable Securities Laws or any stock exchange or other regulatory authority and the Subscriber covenants and agrees to do so upon request by the Issuer; and

the conditions of closing contained in the Agency Agreement being satisfied or waived by the relevant party.

to conduct background checks;

to verify the Personal Information that has been provided about the Subscriber;

to consider the suitability of the Subscriber as a holder of securities of the Issuer;

to consider the eligibility of the Issuer to continue to list on the TSX-V;

to provide disclosure to market participants as to the security holdings of the Issuer’s shareholders, and their involvement with any other reporting issuers, issuers subject to a cease trade order or bankruptcy, and information respecting penalties, sanctions or personal bankruptcies, and possible conflicts of interest with the Issuer;

to detect and prevent fraud;

to conduct enforcement proceedings; and

to perform other investigations as required by and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSX-V, securities legislation and other legal and regulatory requirements governing the conduct and protection of the public markets in Canada.

Is the Placee purchasing securities as a portfolio manager: (Yes/No)?

Is the Placee carrying on business as a portfolio manager outside of Canada:
(Yes/No)? __________

it is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client’s express consent to a transaction;

it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a “portfolio manager” business) in
____________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

it was not created solely or primarily for the purpose of purchasing securities of the Issuer;

the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

Acknowledgement - Personal Information and Securities Laws

(a)

“Personal Information” means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(i)

the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this Form; and

(ii)

the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

(b)

The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions.

a Canadian financial institution (as defined under NI 45-106), or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);

the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada, as a representative of a person referred to in paragraph (d);

the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;

an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;

an investment fund that distributes or has distributed its securities only to:

(i)

a person that is or was an accredited investor at the time of the distribution,

(ii)

a person that acquires or acquired securities in the circumstances referred to in Sections 2.10 – Minimum Amount Investment and 2.19 – Additional Investment in Investment Funds of NI 45 106, or;

(iii)

a person described in paragraph (i) or (ii) that acquires or acquired securities under Section 2.18 – Investment Fund Reinvestments of NI 45 106;

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or in Québec, the securities regulatory authority, has issued a receipt;

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

a person acting on behalf of a fully managed account managed by that person, if that person:

(i)

is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and

(ii)

in Ontario, is purchasing a security that is not a security of an investment fund;

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph (i) in form and function;

a person in respect of which all of the owners of interests, direct, indirect, or beneficial, except the voting securities required by law to be owned by directors, are persons that are Accredited Investors;

an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser, or

a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as:

(i)

an accredited investor, or

(ii)

an exempt purchaser in Alberta or British Columbia.

an individual,

a corporation,

a partnership, trust fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative.

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident which would apply to the acquisition of the Units hereunder;

the Subscriber is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

the applicable securities laws of the authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Units;

the purchase of the Units by the Subscriber does not trigger:

any obligation of the Corporation to prepare and file a prospectus, an offering memorandum or similar document, or any other report or notice with respect to such purchase in the International Jurisdiction;

any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction; or

any registration or other obligation on the part of the Issuer or the Agent;

the distribution of the Units to the Subscriber by the Issuer complies with the laws of the International Jurisdiction; and

the Subscriber will, if requested by the Issuer or the Agent, deliver to the Issuer and the Agent a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in paragraphs (b), (c), (d) and (e) above to the satisfaction of the Issuer, acting reasonably.

“Closing” shall mean the closing of the initial sale of the Units and the issuance of the Compensation Options;

“Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act;

“Common Shares” shall mean shares of common stock of the Company;

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended;

“Holder” shall mean any holder of Registrable Securities and any holder of Registrable Securities to whom the registration rights conferred by this Agreement have been transferred in compliance with Section 1.8 hereof;

“Registrable Securities” shall mean (i) the Unit Shares, (ii) the Warrants, (iii) the Warrant Shares, (iv) the Compensation Options, (v) the Compensation Option Shares, and (vi) any Common Shares issued as a dividend or other distribution with respect to or in exchange for or in replacement of the securities referenced in (i) to (vi) above, provided, however, that Registrable Securities shall not include (a) any Unit Shares, Warrant Shares or Compensation Options sold to the public either pursuant to a registered public offering or Rule 144, or (b) any Common Unit Shares, Warrant Shares or Compensation Options held by a Holder that may immediately be sold under Rule 144(b)(1);

The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing the Registration Statement, and the declaration or ordering of the effectiveness of such registration statement;

“Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, fees and disbursements of counsel for the Holders (which shall not exceed in the aggregate US$5,000) and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, and the compensation of regular employees of the Company, which shall be paid in any event by the Company;

“Registration Statement” shall mean the registration statement filed by the Company pursuant to the Securities Act relating to the resale of the Registrable Securities by the Holders, and all amendments and supplements to such Registration Statement, including pre- and post-effective amendments;

“Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission;

“Securities Act” shall mean the United States Securities Act of 1933, as amended;

“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities;

“Shell Issuer” means an issuer with no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets; and

“Purchasers” shall mean the persons acquiring Registrable Securities in connection with subscription agreements in the form agreed upon by the Agents and the Company.

The Company covenants to prepare and file with the Commission, as promptly as practicable following the Closing and in any event within 30 days after the Closing, a Registration Statement for an offering to be made on a continuous shelf basis following the date of effectiveness covering the resale of the Registrable Securities by the Holders. The Registration Statement shall be on Form S-1, if available, under the Securities Act or another appropriate form selected by the Company permitting registration of the resale of the Registrable Securities by the Holders from time to time. The Company shall use its best efforts to cause the Registration Statement to become effective pursuant to the Securities Act within 120 days after the Closing.

The Registration Statement shall not be deemed to have become effective under the Securities Act unless it has been filed and has been declared effective under the Securities Act by the Commission and remains effective pursuant to the Securities Act with respect to the disposition of all Registrable Securities on a continuous shelf basis until all such Registrable Securities are sold or cease to be Registrable Securities.

keep such Registration Statement effective until all such Registrable Securities are sold pursuant to the Registration Statement or cease to be Registrable Securities; provided however, that unless prior thereto all such Registrable Securities are (i) sold pursuant to the Registration Statement or Rule 144, or (ii) reissued by the Company without restrictive legend and may immediately be sold under Rule 144 without restrictions, such Registration Statement shall be kept effective for a period of at least five years; provided further, that if at any time after the Registration Statement is no longer required to be kept effective pursuant to the above provisions of this subparagraph and is no longer effective, but prior to the time that all the Unit Shares, Warrant Shares or Compensation Option Shares have been sold either pursuant to the prior effective Registration Statement or Rule 144, the Company ceases to be subject to the reporting obligations of sections 13 or 15(d) of the Exchange Act, ceases to be current in its filing obligations under sections 13 or 15(d) of the Exchange Act (except for Form 8-K reports), or becomes a Shell Issuer (a “Rule 144 Default Event”), the Company shall promptly file a Registration Statement covering such unsold Unit Shares, Warrant Shares and Option Compensation Shares and shall keep such Registration Statement effective until such time as all the Unit Shares, Warrant Shares or Compensation Option Shares have been sold pursuant to such Registration Statement or the Company again becomes subject to the reporting obligations of sections 13 or 15(d) of the Exchange Act, is current in its reporting obligations under sections 13 or 15(d) of the Exchange Act and, in the case of the Company becoming a Shell Issuer, the Company ceases to be a Shell Issuer, has filed “Form 10 information” with the SEC and one year has elapsed since the Company filed such “Form 10 information”; upon occurrence of a Rule 144 Default Event, the Company shall be subject to the penalty provisions of Section 3 hereof for a filing default until such time as the Company files and brings effective a Registration Statement covering the unsold Units Shares, Warrant Shares and Compensation Option Shares or until such time as the Company is no longer required to keep such a Registration Statement effective pursuant to the above;

prepare and file with the Commission such amendments and supplements to such Registration Statement and any prospectus used in connection with such registration statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

notify each seller of Registrable Securities covered by such Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which a prospectus, if applicable, included in such registration statement, as then in effect, (i) no longer meets the requirements of Section 10(a)(3) of the Securities Act, or (ii) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and that offers and sales of Registrable Securities in reliance on any such prospectus included in the Registration Statement must cease. Within five (5) business days of such notice, the Company shall prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus used shall meet the requirements of Section 10(a)(3) of the Securities Act, or not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

cause all such Registrable Securities registered pursuant hereunder to be listed or quoted on each securities exchange or quotation service on which similar securities issued by the Company are then, or subsequently, listed;

use its best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Holders to consummate the disposition of the Registrable Securities;

provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

otherwise comply with all applicable rules and regulations of the Commission;

subject to compliance with the requirements of the Securities Act, cooperate with the Holders to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities sold pursuant to the Registration Statement, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with instructions of the Holders that are provided to the Company;

in connection with any underwritten offering pursuant to a Registration Statement, the Company will enter into an underwriting agreement with an underwriter selected and retained by the Agents, and reasonably acceptable to the Company in its discretion, in form reasonably necessary to effect the offer and sale of such securities, provided such underwriting agreement contains reasonable and customary terms and provisions;

furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the Registration Statement becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in a underwritten public offering, (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by the Company’s independent registered public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders participating in such registration, and (iii) other documents and certificates as are customary for offerings of this type;

use its best efforts to register and qualify the Registrable Securities under such other securities or blue sky laws of such jurisdictions as each Holder shall request, and do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the public sale or other disposition in such jurisdictions of the securities owned by such Holder; and

take such other actions as shall be reasonably requested by the Agents to facilitate the registration and sale of the Registrable Securities.

The Company will indemnify each Holder, each of its officers, directors and partners, legal counsel, and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any such underwriter, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action required of the Company in connection with any such registration, and will reimburse each such Holder, each of its officers, directors, partners, legal counsel, and accountants and each person controlling such Holder, each such underwriter, and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by such Holder or underwriter. It is agreed that the indemnity agreement contained in this Section 1.5 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors, officers, partners, legal counsel, and accountants and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors, and partners, and each person controlling such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such other Holders, directors, officers, partners, legal counsel, and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in the Registration Statement in reliance upon and in conformity with written information furnished to the Company by such Holder provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 1.5 exceed the gross proceeds from the offering received by such Holder.

Each party entitled to indemnification under this Section 1.5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 1.5, to the extent such failure is not materially prejudicial to such defense. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

If the indemnification provided for in this Section 1.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Indemnifying Party agrees to reimburse any Indemnified Party monthly upon receipt of invoice(s) therefor, for the time spent by the Indemnified Party’s personnel where they are required to testify, attend or otherwise respond to any claim at their normal per diem rates.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time it is subject to such reporting requirements; and

so long as a Holder owns any Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

Your Identity and Background as the Beneficial Owner of the Registrable Securities.

Your full legal name:

Your business address (including street address) (or residence if no business address), telephone number and facsimile number:

Address: _____________________________________________________________________________

Telephone No.:_________________________________________________________________________

Fax No.:_______________________________________________________________________________

Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?

Yes.

No.

If your response to Item 1(c) above is no, are you an "affiliate" of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

Yes.

No.

Full legal name of person through which you hold the Registrable Securities—(i.e. name of your broker, if applicable, through which your Registered Securities are held):

Name of broker:: __________________________________________________________________________

Contact person:___________________________________________________________________________

Your Relationship With IntelGenx Technologies Corp.

Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship with IntelGenx Technologies Corp. (or their respective predecessors or affiliates) within the past three years?

Yes.

No.

If your response to Item 2(a) above is yes, please state the nature and duration of your relationship with IntelGenx Technologies Corp.:

Your Interest in the Registrable Securities.

State the number of such Registrable Securities beneficially owned by you.

Other than as set forth in your response to Item 3(a) above, do you beneficially own any other securities of IntelGenx Technologies Corp.?

Yes.

No.

If your answer to Item 3(b) above is yes, state the type, the aggregate amount and CUSIP No. (if applicable) of such other securities of IntelGenx Technologies Corp. beneficially owned by you:

Did you acquire the securities listed in Item 3(a) above in the ordinary course of business?

Yes.

No.

At the time of your purchase of the securities listed in Item 3(a) above, did you have any agreements or understandings, directly or indirectly, with any person to distribute the securities?

Yes.

No.

If your response to Item 3(e) above is yes, please describe such agreements or understandings:

Yes.

No.

Plan of Distribution.

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market.