Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2023

INTELGENX TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

Delaware	000-31187	87-0638336
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6420 Abrams
St- Laurent, Quebec, Canada H4S 1Y2
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (514) 331-7440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.00001 par value	IGXT	OTCQB
	IGX	TSX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Offering

On August 31, 2023 (the "Initial Closing Date"), IntelGenx Technologies Corp. (the "Corporation") closed the first tranche of its non-brokered private placement and offering (the "Offering") of (a) units to US subscribers at a price of US$1,000 per US Unit (the "US Units"), with each US Units consisting of (i) US$1,000 principal amount convertible promissory note (the "US Notes") and (ii) 5,405 common stock purchase warrants (the "US Warrants") to purchase common stock of the Corporation (the "Shares"), and (b) units to Canadian and other subscribers located outside the US (the "Cdn Units") at a price of C$1,000 per Cdn Unit, with each Cdn Unit consisting of (i) a C$1,000 principal amount convertible promissory note (the "Cdn Notes" and, together with the US Notes, the "Notes") and 4,000 common stock purchase warrants (the "Cdn Warrants" and, together with the US Warrants, the "Warrants").

The US Notes are convertible into Shares at the option of atai at a price of US$0.185 (the "US Conversion Price"), at anytime from the date that is six (6) months following their issuance up to and including August 31, 2026, and bear interest at 12% per annum, payable quarterly, in arrears, with the first payment due September 30, 2023 and every three months thereafter. The US Warrants entitle atai to purchase Shares at a price of US$0.26 per Share, for a period of three years following their issuance.

The Cdn Notes are convertible into Shares at the option of the holder at a price of C$0.25 per Share at anytime from the date that is six months following their issuance up to and including the date that is three years following the date of issuance of the Cdn Notes, and bear interest at 12% per annum, payable quarterly, in arrears, with the first payment due September 30, 2023 and every three months thereafter. The Cdn Warrants entitle the holders thereof to purchase Shares at a price of C$0.35 per Share for a period of 3 years following their issuance.

The Corporation received from ATAI Life Sciences AG ("atai") an aggregate gross proceeds of US$2,220,000 (the "Initial atai Proceeds") for 2,220 US Units subscribed by atai, pursuant to a subscription agreement (the "atai Subscription Agreement") entered into by the Corporation and atai on the Initial Closing Date (the "Initial atai Subscription"). In addition, atai committed to subscribe for an additional 750 US Units (the "Additional Units", together with the Initial Units, the "atai Units") for additional aggregate proceeds to the Corporation of US$750,000 (collectively with the Initial atai Proceeds, the "atai Proceeds") on the same terms, subject to the Corporation obtaining the Shareholder Approvals (as defined below).

The Corporation may complete one or more additional closings of the Offering, up to the sum of US$2,970,000 and C$1,400,000 in aggregate gross proceeds (inclusive of the atai Proceeds), before October 13, 2023, and intends to use the proceeds of the Offering to fund the Corporation's wholly-owned Canadian subsidiary, continuing formulation and development efforts related to ongoing collaborations between the Corporation and atai as well as working capital and expenses related to the Offering.

All securities issued in connection with the Offering, including Shares issuable pursuant to the conversion of the Notes or exercise of the Warrants, are subject to a 6-month hold period, during which time trading in the securities is restricted in accordance with applicable securities laws.

The Toronto Stock Exchange (the "TSX") has conditionally approved the Offering and the listing of the Shares, subject to the General Cap and the Insider Cap (each as defined below).The Offering and the listing of the Shares issuable in connection with the Offering, including Shares issuable pursuant to the conversion of the Notes or exercise of the Warrants, subject to the General Cap and Insider Cap, are subject to final approval of the TSX upon satisfaction of customary closing conditions.

Amendment to Amended and Restated Loan Agreement

On August 31, 2023, the Corporation entered into an amending agreement (the "Amending Agreement") in respect of the Amended and Restated Loan Agreement dated as of September 14, 2021 (the "Loan Agreement") between the Corporation, as borrower, and atai, as lender pursuant to which, among other things, the maturity date of the Loan Agreement was extended from January 5, 2024 to January 5, 2025, and the Corporation granted additional security to atai over any non-licensed intellectual property of the Corporation (the "Loan Amendment").

The Corporation and atai also agreed, subject to obtaining approval of the TSX, to enter into a second amendment to the Loan Agreement (the "Second Amendment") to provide, among other things, for the ability for atai to convert the principal and accrued interest outstanding under the Loan Agreement into Shares at the US Conversion Price (the "Conversion Feature"). Assuming the Second Amendment is entered into between the Corporation and atai prior to the Shareholder Approvals being obtained, the Second Amendment will include the same "blocker" provisions as those included in the Notes and the Warrants (see below "Shareholder Approvals").

Call Option

The Corporation and atai agreed, subject to obtaining TSX approval and the Shareholder Approvals, to enter into an amendment (the "atai Subscription Agreement Amendment") to the atai Subscription Agreement to provide atai with the right (the "Call Option") to purchase up to an additional 6,013 US Units (the "Call Option Units") at any time prior to August 31, 2026. The Call Option Units, to the extent atai exercises the Call Option in whole or in part, will be issued on the same terms as the US Units, including with respect to the US Conversion Price, maturity date, interest rate, and the number of warrants issued in connection therewith. The atai Subscription Agreement Amendment will provide that the issuance of any Call Option Units will result in a corresponding reduction in atai's remaining purchase right pursuant to the Amended and Restated Securities Purchase Agreement dated May 14, 2021, which such right to be reduced by the number of Shares issuable upon the conversion of the principal amount outstanding under such issued Call Option Units.

Shareholder Approvals

The Notes and the Warrants include "blocker" provisions to ensure that, unless shareholder approval is obtained in accordance with the rules of the TSX, (i) the aggregate number of Shares issuable in connection with the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be) is limited to 43,6664,524 Shares, which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the Initial Closing Date (the "General Cap"), and (ii) the aggregate number of Shares that may be issued to "insiders" of the Corporation (as such term is defined in the policies of the TSX) pursuant to the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be), is limited to 17,465,809 Shares, which equals 9.99% of the issued and outstanding Shares as of the date hereof (the "Insider Cap").

In accordance with the terms of the Notes and the Warrants, the Corporation intends to seek (i) shareholder approval of the issuance of Shares in connection with the Offering (upon conversion of the Notes, exercise of the Warrants and/or payment of interest on the Notes in Shares, as the case may be) above the General Cap, in accordance with Section 607(g)(i) of the TSX Company Manual (the "General Shareholder Approval"), and (ii) disinterested shareholder approval of the issuance of Shares to "insiders" of the Corporation (as such term is defined in the policies of the TSX), as of the date hereof, pursuant to the Offering (upon conversion of the Notes, exercise of the Warrants and/or the payment of interest on the Notes in Shares, as the case may be) above the Insider Cap, in accordance with Section 607(g)(ii) of the TSX Company Manual (the "Insider Shareholder Approval").

In addition, approval of the shareholders of the Corporation will be required in connection with the Conversion Feature, the Call Option, and to authorize the Subsequent atai Subscription on the same terms as the Offering (together with the General Shareholder Approval and the Insider Shareholder Approval, the "Shareholder Approvals").

The Corporation intends to obtain the Shareholder Approvals at an upcoming special meeting of shareholders to be held as soon as practicable after the date hereof.

The foregoing is a summary of certain material terms and conditions of the the Amending Agreement, the US Notes, the Cdn Notes, the US Warrants, and the Cdn Warrants and are not a complete discussion of such agreements. Accordingly, the foregoing is qualified in its entirety by reference to (i) the full text of the US Warrants, the US Notes, and the Amending Agreement attached to this Current Report on Form 8-K as Exhibit 4.1, Exhibit 10.1, and Exhibit 10.2 respectively and incorporated herein by reference, and (ii) the full text of the Cdn Notes and the Cdn Warrants, which the Corporation intends to file with the U.S. Securities and Exchange Commission as exhibits to its Quarterly Report on Form 10-Q for the period ending September 30, 2023.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading "Amendment to Amended and Restated Term Loan" is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K under the headings "Offering" and "Call Option" are hereby incorporated by reference into this Item 3.02 in its entirety. The atai Units were offered and sold, and the Call Option Units were offered, to atai without registration under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The Corporation relied on the exclusion from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D. atai was required to represent that it is (i) an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act and (ii) was acquiring the securities for investment and not with a view to resell or distribute. The Corporation did not engage in general solicitation or advertising and did not offer securities to the public in connection with such issuances. This Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities of the Corporation.

Exhibit 9.01. Financial Statements and Exhibits.

Exhibit	Description

4.1	Form of Common Stock Purchase Warrant
10.1	Form of 12% Convertible Promissory Note
10.2	First Amendment to the Amended and Restated Loan Agreement between IntelGenx Technologies Corp. and ATAI Life Sciences AG, dated August 31, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized

	INTELGENX TECHNOLOGIES CORP.

Date: August 31, 2023

	By:	/s/ Horst Zerbe
		Chairman of the Board

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 31, 2023.

COMMON STOCK PURCHASE WARRANT

INTELGENX TECHNOLOGIES CORP.

Warrant Shares: 11,999,100

Issue Date: August 31, 2023

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, atai Life Sciences AG or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth (including, for greater certainty, the limitations set forth in Sections 2(d) and 2(e)), at any time on or after the date hereof (the "Issue Date") and on or prior to 5:00 p.m. (New York City time) on August 31, 2026 (the "Termination Date") but not thereafter, to subscribe for and purchase from IntelGenx Technologies Corp., a Delaware corporation (the "Company"), up to 11,999,100 shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Subscription Agreement (the "Subscription Agreement"), dated August 31, 2023, among the Company and the purchasers signatory thereto providing for an offering, on a private placement basis (the "Offering") of units comprised of convertible promissory notes (the "Notes") and Warrants.

2. Exercise.

(a) Exercise of Warrant. Subject to the limitations set forth in Sections 2(d) and 2(e), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the "Notice of Exercise"). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(c)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier's check,. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice.

The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be US$0.26, subject to adjustment hereunder (the "Exercise Price").

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder, and otherwise through the direct registration system (DRS), if the Company is eligible to use such system, or by physical delivery of a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (A) the earlier of (i) two (2) Trading Days and (ii) the number of days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company (such date, the "Warrant Share Delivery Date"), provided that the Company shall not be obligated to deliver Warrant Shares hereunder unless the Company has received the aggregate Exercise Price on or prior to the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received by the Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise; "Trading Market" means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the Toronto Stock Exchange (the "Stock Exchange"), OTCQB or OTCQX (or any successors to any of the foregoing). "Trading Day" means a day on which the Common Stock is traded on a Trading Market.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(c)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

(v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(vi) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

(d) Holder's Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons, "Attribution Parties")), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder's determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company's most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The "Beneficial Ownership Limitation" shall be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d) shall continue to apply, unless: (A) the Holder, provides the applicable stock exchange with a personal information form pursuant to the rules of such stock exchange; and (B) if required, the form has been approved by such stock exchange. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding the foregoing, the Beneficial Ownership Limitation shall not apply if the Holder beneficially owns in excess of 9.99% of the number of shares of Common Stock outstanding immediately before giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.

(i) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that "control" of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

(ii) "Common Stock Equivalents" means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of Common Stock.

(iii) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(e) Compliance with Toronto Stock Exchange Rules.

(i) Notwithstanding anything to the contrary and in addition to the limitations set forth in Section 2(d), the aggregate number of shares of Common Stock that may be issued:

A. to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) of the Note certificate, as the case may be) shall be limited to 43,664,524 Shares (the "General Cap"), which equals 24.99% of the issued and outstanding shares of Common Stock (on a non-diluted basis) as of the date of the Subscription Agreement, unless the General Shareholder Approval is obtained; and

B. to insiders of the Company (as of the date hereof) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) of the Note certificate, as the case may be) shall be limited to 17,465,809 Shares (the "Insider Issuance Cap"), which equals 9.99% of the issued and outstanding shares of Common Stock (on a non-diluted basis) as of the date of the Subscription Agreement, unless the Insider Shareholder Approval is obtained.

Each of the General Cap and the Insider Issuance Cap shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse-stock split or other similar transaction.

(ii) The Company undertakes to use its best efforts to obtain, as soon as possible and in any event within 90 days from the date of the Subscription Agreement (which deadline may be extended for an additional 30 days on the written consent of the Holder, such consent not to be unreasonably withheld, conditioned or delayed), each of the Shareholder Approvals either (i) by written consent of the shareholders in accordance with the TSX Company Manual, or (ii) by calling and holding a shareholders' meeting, it being understood that obtaining the General Shareholder Approval shall be dependent on obtaining the Insider Shareholder Approval, and vice versa. In the event that the Company intends to obtain the Shareholder Approvals by calling and holding a shareholders' meeting, the Company undertakes to prepare and complete a management information circular / proxy statement (the "Circular") as well as any other documents required by applicable law for the purpose of seeking the Shareholder Approvals, and the Company shall ensure that the Circular is filed and sent to all of the Company's shareholders and to any other person as required by applicable law. To the extent the Circular or related documents include any information relating solely to the Holder, the Company agrees that all such information which is provided in writing by or on behalf of the Holder for inclusion in the Circular or related documents shall be to the satisfaction of the Holder, acting reasonably.

(iii) The right of the Holder to exercise this Warrant as set out in Section 3(a) shall be subject to confirmation by the Issuer that the proposed exercise of this Warrant complies with the General Cap and/or the Insider Issuance Cap, or the obtaining of the General Shareholder Approval and/or the Insider Shareholder Approval, as the case may be, such confirmation to be evidenced by the acceptance of the Notice of Exercise (as defined below) by the Issuer in writing.

(iv) For greater certainty, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant pursuant to 2(a), to the extent that after giving effect to such issuance, the General Cap would be exceeded or, if the Holder is an insider of the Issuer (as of the date hereof), the Insider Issuance Cap would be exceeded, without the General Shareholder Approval and/or the Insider Shareholder Approval, as applicable.

For the purpose of this Section 2(e):

A. "General Shareholder Approval" means the approval by the shareholders of the Company in accordance with the rules and policies of the Toronto Stock Exchange to issue an aggregate number of shares of Common Stock upon conversion of the Notes, exercise of the Warrants and/or payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) of the Note certificate (as the case may be) in excess of the General Cap in accordance with Section 607(g)(i) of the TSX Company Manual.

B. "Insider Shareholder Approval" means the approval by the disinterested shareholders of the Company in accordance with the rules and policies of the Toronto Stock Exchange to issue to insiders of the Company (as of the date hereof) an aggregate number of shares of Common Stock upon conversion of the Notes, exercise of the Warrants and/or payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) of the Note certificate (as the case may be) in excess of the Insider Issuance Cap in accordance with Section 607(g)(ii) of the TSX Company Manual.

C. "Shareholder Approvals" means, collectively, the General Shareholder Approval and the General Shareholder Approval.

3. Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company ((i)-(iv), a "Share Reorganization"), then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b) Subsequent Rights Offerings. If and whenever during the exercise period of this Warrant, the Company shall fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of shares of Common Stock under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance ("Rights Period"), to subscribe for or purchase shares of Common Stock or securities exchangeable for or convertible into shares of Common Stock at a price per share to the holder (or having a conversion price or exchange price per share of Common Stock) of less than the VWAP for the shares of Common Stock on such record date (any of such events being called a "Rights Offering"), then the Exercise Price shall be adjusted, effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(i) the numerator of which shall be the aggregate of:

(A) the number of shares of Common Stock outstanding as of the record date for the Rights Offering, and

(B) a number determined by dividing either

I. the product of the number of shares of Common Stock issued or subscribed for during the Rights Period and the price at which such Shares are offered,

or, as the case may be,

II. the product of the exchange or conversion price per share of such securities offered and the number of shares of Common Stock for or into which the securities so offered pursuant to the Rights Offering have been exchanged or converted during the Rights Period,

by the VWAP of the shares of Common Stock as of the record date for the Rights Offering; and

(ii) the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to the Rights Offering and including the number of shares of Common Stock actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering.

If the Holder has exercised any of the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period, the Holder shall, in addition to the shares of Common Stock to which the Holder is otherwise entitled upon such exercise in accordance with Section 2 hereof, be entitled to that number of additional shares of Common Stock equal to the result obtained when the difference, if any, resulting from the subtraction of the Exercise Price as adjusted for such Rights Offering pursuant to this Section 3(b) from the Exercise Price in effect immediately prior to the end of such Rights Offering is multiplied by the number of shares of Common Stock purchased upon exercise of the Warrants held by such Holder during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this Section 3(b); provided that the provisions of Section 2(c)(v) shall be applicable to any fractional interest in a share of Common Stock to which such Holder might otherwise be entitled under the foregoing provisions of this Section 3(b). Such additional shares of Common Stock shall be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Shares shall be delivered to such Holder within three (3) Business Days following the end of the Rights Period.

"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the 5-day volume weighted average price of the Common Stock ending on the second business day immediately preceding such date (for e.g., if such date is a Friday, the price shall be equal to the 5-day volume weighted average price of the Common Stock ending on the preceding Wednesday) on the principal Trading Market in the United States (unless the Holder elects that the applicable Trading Market is in Canada) on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the 5-day volume weighted average price of the Common Stock as of the day immediately preceding such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the "Pink Sheets" published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(c) Pro Rata Distributions. If and whenever during the Exercise Period the Company shall issue or distribute to all or to substantially all the holders of the shares of Common Stock:

(i) securities of the Company including shares, rights, options or warrants to acquire shares of any class of securities exchangeable for or convertible into or exchangeable into any such shares or cash, property or assets and including evidences of its indebtedness, or

(ii) any cash, property or other assets,

and if such issuance or distribution does not constitute dividends paid in the ordinary course, a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exercise Price will be adjusted, immediately after such record date so that the Exercise Price will equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of shares of Common Stock outstanding on such record date multiplied by the VWAP on the record date, less the aggregate fair market value (as determined by the directors, acting reasonably, at the time such distribution is authorized and subject to the approval of the Stock Exchange) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets so distributed, and of which the denominator shall be the total number of shares of Common Stock outstanding on such record date multiplied by such VWAP and the number of shares of Common Stock to be issued by the Company under the Warrants shall, at the time of exercise, be appropriately adjusted).

(d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor Entity") to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

(e) If and whenever at any time after the date hereof and prior to the Termination Date, the Company takes any action affecting its shares of Common Stock to which the foregoing provisions of this Section 3, in the opinion of the board of directors of the Company, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then, subject to the approval of the Stock Exchange, the Company shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Company may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Company to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

(f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(g) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

4. Transfer of Warrant.

(a) Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the "Warrant Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

5. Miscellaneous.

(a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive the cash payments contemplated pursuant to Sections 2(c)(i) and 2(c)(iv) herein, in no event will the Company be required to net cash settle a Warrant exercise.

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(e) Listing. The Company will use commercially reasonable efforts to ensure that the Common Stock outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be listed and posted for trading on the Toronto Stock Exchange (or such other Canadian or United States stock exchange acceptable to the holder), provided that this Section 5(e) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination or other transaction that would result in the the Common Stock ceasing to be listed and posted for trading on such exchanges, so long as the shareholders of the Company have approved the transaction in accordance with applicable corporate and securities laws and the policies of such exchanges or the holders of Common Stock receive securities of an entity which is listed on a stock exchange in North America or cash.

(f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Subscription Agreement.

(g) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. The certificate or DRS statement representing the Warrant Shares issued upon such exercise of the Warrant shall bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

[TO BE INCLUDED IN THE EVENT THAT THIS WARRANT IS EXERCISED ON OR BEFORE DECEMBER 31, 2023: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 31, 2023.]

(h) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Subscription Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(i) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

(j) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(k) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(l) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(m) Amendment. Subject to the approval of the Stock Exchange, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(n) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(o) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

	INTELGENX TECHNOLOGIES CORP.

	By:
	Name:
	Title:

[Signature Page to Warrant]

EXHIBIT A

NOTICE OF EXERCISE

TO: INTELGENX TECHNOLOGIES CORP.

(1) The undersigned, as of the date herein (the "Date of Exercise")

(i) represents that it is (initial one):

_____ not an insider of the Issuer (as such term is defined in the policies of the Toronto Stock Exchange, an "Insider")

_____ an Insider,

(ii) acknowledges that pursuant to section 2(e) of the Warrant certificate, the aggregate number of Shares that may be issued:

A. to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) of the Note certificate, as the case may be) shall be limited to 43,664,524 Shares (the "General Cap"), which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date of the Subscription Documents, unless the General Shareholder Approval is obtained; and

B. to insiders of the Issuer (as of the date of the Subscription Documents) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) of the Note certificate (as the case may be) in connection with the Offering shall be limited to 17,465,809 Shares (the "Insider Issuance Cap"), which equals 9.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date of the Subscription Documents, unless the Insider Shareholder Approval is obtained,

(iii) and acknowledges that the proposed exercise of Warrants described below (the "Exercise") is subject to confirmation that such exercise complies with the General Cap and the Insider Issuance Cap, as the case may be, such confirmation to be evidenced by the acceptance of the Issuer provided under "Acceptance" below.

(2) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of [the United States]/[Canada]

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ACCEPTANCE

The undersigned, in its capacity as a senior officer of the Issuer, having made all reasonable inquiries, hereby confirms that:

(a) As of the Date of Exercise, General Shareholder Approval:

(i) ______________ has been obtained; or

(ii) ______________ has not been obtained and,

A. as of the Date of Exercise, an aggregate of ______________________ Shares have been issued to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes);

B. further to the exercise of the Warrants, ______________________ Shares will have been issued to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes); and

C. Accordingly, the undersigned confirms that (check one):

☐ the exercise of the Warrants complies with the General Cap;

☐ the exercise of the Warrants does not comply with the General Cap and therefore cannot be completed; or

☐ the exercise of the Warrants can only be completed partially to comply with the General Cap and, as a result _______________ amount of Warrants will be exercised into _______________ Shares, further to which _______________ of Warrants will remain outstanding under certificate No. _______________.

(b) [To the extent the holder wishing to proceed with the exercise if an insider of the Issuer (as of the date of the Subscription Documents] As of the Date of Exercise, Insider Shareholder Approval:

(i) ______________ has been obtained; or

(ii) ______________ has not been obtained and,

A. as of the Date of Exercise, an aggregate of ______________________ Shares have been issued to insiders of the Issuer (as of the date of the Subscription Documents) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes;

B. further to the exercise of the Warrants, ______________________ Shares will have been issued to insiders of the Issuer (as of the date of the Subscription Documents) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes; and

C. Accordingly, the undersigned confirms that (check one):

☐ the exercise of the Warrants complies with the General Cap and the Insider Issuance Cap;

☐ the exercise of the Warrants does not comply with the General Cap and/or the Insider Issuance Cap and therefore cannot be completed; or

☐ the exercise of the Warrants can only be completed partially to comply with the General Cap and/or the Insider Issuance Cap and, as a result _______________ amount of Warrants will be exercised into _______________ Shares, further to which _______________ of Warrants will remain outstanding under certificate No. _______________.

		INTELGENX TECHNOLOGIES CORP.
	By:
	Name:
	Title:

EXHIBIT B

ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)

Phone Number:
Email Address:

Dated: _________________________________ __, ___________

Holder's Signature: _____________________________________________

Holder's Address: ______________________________________________

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 31, 2023.

INTELGENX TECHNOLOGIES CORP.

12% CONVERTIBLE PROMISSORY NOTE DUE AUGUST 31, 2026

Issuance Date:

August 31, 2023

Principal Amount:

US$2,220,000

FOR VALUE RECEIVED, IntelGenx Technologies Corp., a Delaware corporation (the "Issuer"), hereby promises to pay to the order of the holder named on the signature page of this Convertible Promissory Note (the "Note") below, or such person's registered assigns, (in either case, the "Holder") the amount noted above as the principal amount (the "Principal") when due, whether on August 31, 2026 (the "Maturity Date"), or upon acceleration, prepayment or otherwise (in each case in accordance with the terms of this Note) and to pay interest ("Interest") on any outstanding Principal at the applicable Interest Rate (as defined below) from the issuance date of this Note (the "Issuance Date") until this Note becomes due and payable, whether upon the Maturity Date or upon acceleration, conversion, prepayment or otherwise (in each case in accordance with the terms of this Note). The Issuer issues this Note to the Holder as of the Issuance Date. Certain capitalized terms used in this Note are defined in Section 24, below. All terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Documents.

1. PAYMENTS OF PRINCIPAL.

Unless the Holder converts any part of the Amount Due (as defined below) into Shares (the "Conversion Shares") in accordance with Section 3, below, on the Maturity Date, the Issuer shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest and any other amounts due, such as Late Charges, on such Principal and Interest (collectively, the "Amount Due"). The Issuer may repay the Amount Due before the Maturity Date upon sixty (60) days written notice to the Holder subject to the terms of Section 10, below.

2. INTEREST; INTEREST RATE.

(a) Interest on this Note shall commence accruing on the Issuance Date at 12% per annum simple interest subject to adjustment in accordance with the terms of this Section 2 (the "Interest Rate"), shall be calculated on the basis of a 360-day year and twelve 30-day months and shall be payable by the Issuer to the Holder quarterly, in arrears, with the first Interest payment due September 30, 2023, then every December 31, March 31, June 30 and September 30 until the Issuer pays the entire Amount Due, by conversion or otherwise.

(b) From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall automatically be increased to 18% per annum simple interest (the "Default Interest"). If such Event of Default is subsequently cured (and no other Event of Default then exists), the adjustment of the interest rate referred to above in this Section 2(b) shall cease to be effective as of the day immediately following the date of such cure.

(c) Subject to approval of the Stock Exchange and the limitations set forth in Section 3(e), the Issuer may elect, with the written consent of the Holder, to pay any accrued but unpaid Interest into Shares at a price per Share (the "Interest Conversion Price") equal to the 5-day volume-weighted average price of the Shares on the Stock Exchange on the day that is two (2) Business Days before the day the Interest becomes due and payable to the Holder. In determining whether or not to provide such consent, the Holder shall act reasonably and in good faith, taking into consideration the financial condition and liquidity of the Issuer.

(d) Subject to applicable securities laws (including, for greater certainty, the approval of the Stock Exchange) and subject to the limitations set forth in Section 3(d), the Holder shall be entitled, in its sole discretion and by providing a written notice to this effect to the Issuer, to convert any portion of the outstanding and unpaid Interest (with a minimum conversion amount of $1,000) into Conversion Shares in accordance with Section 3(c), at the applicable Interest Conversion Price on the day that is two (2) Business Days before the day the Interest becomes due and payable to the Holder.

3. CONVERSION OF NOTES. Subject to applicable securities laws and the limitations set forth in Section 3(d), the Holder may convert any portion of the outstanding and unpaid Principal (with a minimum conversion amount of $10,000) on this Note into Conversion Shares, on the terms and conditions of this Section 3.

(a) Conversion Right At the Option of Holder (Principal). Subject to applicable securities laws and the limitations set forth in Section 3(d), the Holder shall be entitled to convert any portion of the outstanding and unpaid Principal (with a minimum conversion amount of $10,000) into Conversion Shares in accordance with Section 3(c), at a conversion price per share of US$0.185 (the "Conversion Price").

(b) Conversion Right at the Option of the Issuer. Subject to the limitations set forth in Section 3(d), if at any time (i) the closing sale price of the Shares on the Stock Exchange exceeds 200% of the Conversion Price then in effect for at least twenty (20) consecutive Trading Days during any twenty (20) consecutive Trading Day period that commences after the Closing Date (the "Mandatory Conversion Measuring Period"), then the Issuer may elect to require the Holder to convert (a "Mandatory Conversion") a portion or all of the Conversion Amount (as defined below) into Conversion Shares at the Conversion Price.

(c) Conversion. Subject to the limitations set forth in Section 3(d), the number of Conversion Shares issuable upon conversion of any Conversion Amount shall be determined by dividing (x) such Conversion Amount (as defined below) by (y) the Conversion Price.

(i) "Conversion Amount" means the portion of the Principal to be converted, prepaid or otherwise with respect to which this determination is being made.

(ii) The Conversion Price is subject to equitable adjustments resulting from any stock splits, stock dividends, combinations, recapitalizations or similar events.

(iii) The Issuer shall not issue any fraction of a Conversion Share upon any conversion; the Issuer shall round any fractional share up to the nearest whole share. The Issuer shall pay in cash any and all reasonable transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the transfer agent) and the Holder's legal fees that may be payable with respect to the issuance and delivery of Conversion Shares.

(d) Compliance with Toronto Stock Exchange Rules.

(i) Notwithstanding anything to the contrary and in addition to the limitations set forth in Section 3(e), the aggregate number of Shares that may be issued:

A. to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) (as the case may be) shall be limited to 43,664,524 Shares (the "General Cap"), which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date of the Subscription Documents, unless the General Shareholder Approval is obtained; and

B. to insiders of the Issuer (as of the date hereof) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) or Section 2(d) (as the case may be) shall be limited to 17,465,809 Shares (the "Insider Issuance Cap"), which equals 9.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date of the Subscription Documents, unless the Insider Shareholder Approval is obtained.

(ii) The Issuer undertakes to use its best efforts to obtain, as soon as possible and in any event within 90 days from the date of the Subscription Agreement (which deadline may be extended for an additional 30 days on the written consent of the Holder, such consent not to be unreasonably withheld, conditioned or delayed), each of the Shareholder Approvals either (i) by written consent of the shareholders in accordance with the TSX Company Manual, or (ii) by calling and holding a shareholders' meeting, it being understood that obtaining the General Shareholder Approval shall be dependent on obtaining the Insider Shareholder Approval, and vice versa. In the event that the Issuer intends to obtain the Shareholder Approvals by calling and holding a shareholders' meeting, the Issuer undertakes to prepare and complete a management information circular / proxy statement (the "Circular") as well as any other documents required by applicable law for the purpose of seeking the Shareholder Approvals, and the Issuer shall ensure that the Circular is filed and sent to all of the Issuer's shareholders and to any other person as required by applicable law. To the extent the Circular or related documents include any information relating solely to the Holder, the Issuer agrees that all such information which is provided in writing by or on behalf of the Holder for inclusion in the Circular or related documents shall be to the satisfaction of the Holder, acting reasonably.

(iii) The right of the Holder to convert this Note as set out in Section 3(a) shall be subject to confirmation by the Issuer that the proposed conversion of this Note complies with the General Cap and/or the Insider Issuance Cap, or the obtaining of the General Shareholder Approval and/or the Insider Shareholder Approval, as the case may be, such confirmation to be evidenced by the acceptance of the Conversion Notice (as defined below) by the Issuer in writing.

(iv) For greater certainty, the Issuer shall not effect any conversion of this Note, and the Holder shall not have the right to exercise Warrants and/or convert any portion of this Note, pursuant to Section 3(a) and 3(b) or otherwise, and the Issuer shall not pay any interest into Shares in accordance with Section 2(c), to the extent that after giving effect to such issuance, the General Cap would be exceeded or, if the Holder is an insider of the Issuer (as of the date hereof), the Insider Issuance Cap would be exceeded, without the General Shareholder Approval and/or the Insider Shareholder Approval, as applicable.

(e) Beneficial Ownership Limitation. The Issuer shall not effect any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, pursuant to Section 3(a) and 3(b) or otherwise, to the extent that after giving effect to such issuance of the Conversion Shares after conversion as set forth on the applicable Conversion Notice, the Holder (together with the Holder's Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder's Affiliates (such Persons, "Attribution Parties")), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Shares issuable upon the Conversion of this Note with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 3(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(e) applies, the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder's determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Note is convertible, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3(e), in determining the number of outstanding Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company's most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Shares then outstanding. In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares was reported. The "Beneficial Ownership Limitation" shall be 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares issuable upon conversion of this Note. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon conversion of this Note held by the Holder and the provisions of this Section 3(e) shall continue to apply, unless: (A) the Holder, provides the applicable stock exchange with a personal information form pursuant to the rules of such stock exchange, and (B) if required, the form has been approved by such stock exchange. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Note. Notwithstanding the foregoing, the Beneficial Ownership Limitation shall not apply if the Holder beneficially owns in excess of 9.99% of the number of Shares outstanding immediately before giving effect to the issuance of Conversion Shares issuable upon conversion of this Note.

(f) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into Conversion Shares on a Conversion Date, the Holder shall deliver to the Issuer (whether via facsimile, electronic mail or otherwise), for receipt on or before 6:00 p.m., New York time on such date, a copy of an executed notice of conversion in the form attached as Exhibit A hereto (the "Conversion Notice"). At the Holder's request, and upon surrendering such Holder's Note, the Issuer will issue to the Holder a new Note, with the principal amount of the new Note reflecting the conversion. The Issuer will issue and deliver certificates (or make electronic delivery to the Holder's account) representing the Conversion Shares within three (3) Business Days of the Issuer's receipt of the Conversion Notice. The Holder shall be treated for all purposes as the record holder or holders of such common shares to be issued on the Conversion Date.

(ii) Mandatory Conversion. To effect any Mandatory Conversion, the Issuer shall deliver to the Holder an irrevocable written notice within five (5) Trading Days following the end of such Mandatory Conversion Measuring Period (the "Mandatory Conversion Notice"). The Mandatory Conversion Notice shall state: (i) the Conversion Date applicable to such Mandatory Conversion, which shall be the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice; (ii) the Conversion Amount to be converted pursuant to the Mandatory Conversion; (iii) the number of Conversion Shares to be issued to the Holder upon such Mandatory Conversion (taking into account the limitations set forth in Section 3(d) hereof); and (iv) that the Mandatory Conversion conditions have been satisfied at all times during the Mandatory Conversion Measuring Period and through and including the delivery of the Mandatory Conversion Notice. At the Holder's request, and upon surrendering such Holder's Note, the Issuer will issue to the Holder a new Note, with the principal amount of the new Note reflecting the conversion. The Issuer will issue and deliver certificates (or make electronic delivery to the Holder's account) representing the Conversion Shares within three (3) Business Days of the applicable Conversion Date. The Holder shall be treated for all purposes as the record holder or holders of such Conversion Shares to be issued on the Conversion Date.

(iii) Registration; Book-Entry. The Issuer shall maintain a register (the "Register") to record the names and addresses of the Holders of the Notes and the principal amount of each Note (a "Registered Note"). The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Issuer and the holder or holders of the Note shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including, without limitation, the right to receive payments of Principal and Interest) notwithstanding notice to the contrary. Subject to Section 23, below, and the restrictions on transfer described in Section 12(a), below, a Holder may assign, transfer or sell a Registered Note in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of the Registered Note by a holder pursuant to the terms described in Section 12(a), below, the Issuer shall record the information in the Register and issue one or more new Registered Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee. The Holder and the Issuer shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Issuer, so as not to require physical surrender of this Note upon conversion.

4. RIGHTS UPON EVENT OF DEFAULT.

(a) Event of Default. Each of the following events shall constitute an "Event of Default":

(i) the Issuer's default under this Note or the other Transaction Documents, including a failure to pay to the Holder any Amount Due when and as due under this Note or the other Transaction Documents, subject to a cure period of fifteen (15) Business Days for default on Interest payments and ten (10) Business Days for any other default;

(ii) the Issuer's default under the Letter Agreement;

(iii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Issuer and, if instituted against the Issuer by a third party, shall not be dismissed within 30 days of their initiation;

(iv) the commencement by the Issuer of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Issuer in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Issuer in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;

(v) the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Issuer of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Issuer under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of twenty (20) consecutive Business Days;

(vi) other than as specifically set forth in another clause of this Section 4(a), the Issuer breaches any representation or warranty in any material respect (other than representations or warranties subject to materiality limitations, which may not be breached in any respect) or any covenant or other term or condition of this Note or any other Transaction Document that could reasonably be expected to have a Material Adverse Effect, except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for a period of twenty (20) consecutive Business Days after notice thereof from the Majority in Interest of Holders;

(vii) a false or inaccurate certification by the Issuer as to whether any Event of Default has occurred, subject to a cure period of three (3) Business Days;

(viii) any Material Adverse Effect occurs and remains uncured for a period of twenty (20) Business Days;

(ix) any material provision of any Transaction Document shall at any time for any reason cease to be valid and binding on or enforceable against the Issuer, or the validity or enforceability shall be contested by any party, or a proceeding shall be commenced by the Issuer or any Subsidiary or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability of such material term, subject to a cure period of twenty (20) Business Days, or the Issuer or any Subsidiary shall deny in writing that it has any liability or obligation purported to be created under any Transaction Document;

(b) Notice of an Event of Default; Holder Right to Compel Prepayment upon Event of Default. Upon the occurrence of an Event of Default under this Note, the Issuer shall deliver to the Holder within three (3) Business Days written notice of such default via facsimile or electronic mail and overnight courier (with next day delivery specified) (an "Event of Default Notice"). At any time after the earlier of the Holder's receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default and ending (such ending date, the "Event of Default Right Expiration Date") on the 20^th Business Day after the later of (x) the date such Event of Default is cured and (y) the Holder's receipt of an Event of Default Notice that includes (I) a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Issuer, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Issuer to cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the Issuer to prepay (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date), all or any portion of this Note by delivering written notice thereof (the "Event of Default Prepayment Notice") to the Issuer, which Event of Default Prepayment Notice shall indicate the portion of this Note the Holder is electing to have prepaid. Each portion of this Note (which may include all outstanding Principal, accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest) subject to prepayment by the Issuer pursuant to this Section 4(b) shall be prepaid by the Issuer at a price equal to the product of the portion of this Note being prepaid.

5. RIGHTS UPON CHANGE OF CONTROL. The Issuer shall not enter into or consummate a transaction constituting a Change of Control unless: (i) no sooner than 20 Business Days nor later than 10 Business Days before the consummation of a Change of Control, but not before the public announcement of such Change of Control, the Issuer shall deliver to the Holder written notice of the Change in Control via facsimile or electronic mail and overnight courier; (ii) the Successor Entity assumes in writing all of the obligations of the Issuer under this Note and the other Transaction Documents in accordance with the provisions of this Section 5 under written agreements in form and substance satisfactory to the Holder and approved by the Holder before such Change of Control, including agreements to deliver to each Holder of a Note in exchange for its existing Note a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation, having a principal amount and interest rate equal to the principal amount then outstanding and the interest rates of the Note held by such holder, having similar conversion rights as the Note and having similar ranking and security to the Note, and satisfactory to the Holder. Upon the occurrence of any Change of Control, the Successor Entity shall succeed to, and be substituted for (so that from and after the effective date of such Change of Control, the provisions of this Note and the other Transaction Documents referring to the "Issuer" shall refer instead to the Successor Entity), and may exercise every right and power of the Issuer and shall assume all of the obligations of the Issuer under this Note and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Issuer of this Note. Upon consummation of a Change of Control, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion or prepayment of this Note at any time after the consummation of such Change of Control, in lieu of the Conversion Shares (or other securities, cash, assets or other property (except such items still issuable under Sections 6 and 13, which shall continue to be receivable thereafter) issuable upon the conversion or prepayment of the Note before such Change of Control which the Holder would have been entitled to receive upon the happening of such Change of Control had this Note been converted immediately before such Change of Control (without regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. The provisions of this Section 5 shall apply similarly and equally to successive transactions constituting a Change of Control and shall be applied without regard to any limitations on the conversion of this Note.

6. RIGHTS UPON CERTAIN CORPORATE EVENTS. In addition to and not in substitution for any other rights hereunder, before the consummation of any Fundamental Transaction pursuant to which holders of the Conversion Shares are entitled to receive securities or other assets with respect to or in exchange for the Conversion Shares (a "Corporate Event"), the Issuer shall, subject to the approval of the Stock Exchange, make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder's option (i) in addition to the Conversion Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Conversion Shares had such Conversion Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Conversion Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of that class of Conversion Shares on the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to the Conversion Shares) at a conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or prepayment of this Note.

7. RIGHTS UPON ISSUANCE OF OTHER SECURITIES.

(a) Adjustment of Conversion Price upon Subdivision or Combination of Conversion Shares. If the Issuer at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or other similar transaction) one or more classes of its outstanding Conversion Shares into a greater or lesser number of shares, the Conversion Price in effect immediately before such subdivision will be proportionately increased or reduced, subject to the approval of the Stock Exchange. Any adjustment under this Section 7(a) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(a) occurs during the period that a Conversion Price is calculated under this Note, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

(b) Calculations. All calculations under this Section 7 shall be made by rounding to the nearest cent or the nearest share, as applicable. The number of Conversion Shares outstanding at any given time shall not include shares owned or held by or for the account of the Issuer, and the disposition of any such shares shall be considered an issue or sale of such Conversion Shares.

(c) Voluntary Adjustment by Issuer. Subject to the approval of the Stock Exchange, the Issuer may at any time during the term of this Note, with the prior written consent of the Holder, reduce the then current Conversion Price to any amount and for any period of time deemed appropriate by the Issuer's board of directors.

8. NONCIRCUMVENTION. The Issuer hereby covenants and agrees that the Issuer will not, by amendment of the Issuer's Certificate of Incorporation or other charter documents, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction Documents, the Issuer (a) shall not increase the par value of any shares of Conversion Shares receivable upon conversion of this Note above the Conversion Price then in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Issuer may validly and legally issue fully paid and non-assessable shares of the Conversion Shares upon the conversion of this Note.

9. RESERVATION OF AUTHORIZED SHARES. So long as the Note remains outstanding, the Issuer shall at all times reserve enough shares of the Conversion Shares to convert all outstanding convertible Notes, subject to adjustment for stock splits, stock dividends, combinations and similar events (the "Required Reserve Amount").

10. COVENANTS. Until the Issuer repays all the Amount Due to the Holder:

(a) Preservation of Existence, Etc. The Issuer shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

(b) Maintenance of Properties, Etc. The Issuer shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(c) Maintenance of Intellectual Property. The Issuer will, and will cause each of its Subsidiaries to, take all action necessary or advisable to maintain all of the rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor of the Issuer and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

(d) Maintenance of Listing. The Issuer will use commercially reasonable efforts to ensure that the Shares outstanding on the date hereof and issuable from time to time on the conversion of the Note, continue to be listed and posted for trading on the Toronto Stock Exchange (or such other Canadian or United States stock exchange acceptable to the holder), provided that this Section 10(d) shall not be construed as limiting or restricting the Issuer from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination or other transaction that would result in the the Shares ceasing to be listed and posted for trading on such exchanges, so long as the shareholders of the Issuer have approved the transaction in accordance with applicable corporate and securities laws and the policies of such exchanges or the holders of Shares receive securities of an entity which is listed on a stock exchange in North America or cash.

(e) Maintenance of Insurance. The Issuer shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard and rent insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.

11. AMENDING THE TERMS OF THIS NOTE. Any change, waiver or amendment to this Note shall require the prior written consent of the Issuer and the Majority in Interest of Holders. Any change, waiver or amendment so approved shall be binding upon all existing and future holders of this Note; provided, however, that no such change, waiver or, as applied to the Note held by any particular holder of the Note, shall, without the written consent of the Issuer and such particular holder and subject to the approval of the Stock Exchange, (i) reduce the amount of Principal, reduce the amount of accrued and unpaid Interest, or extend the Maturity Date, of the Note, (ii) disproportionally and adversely affect any rights under the Note of any holder of the Note; or (iii) modify any of the provisions of, or impair the right of any holder of the Note under this Section 11.

12. REISSUANCE OF THIS NOTE.

(a) Transfer.

(i) If the Issuer does not have an effective registration statement under the U.S. Securities Act covering the resales of the Note and the Conversion Shares at the time of any proposed transaction, with respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, the Holder will give written notice to the Issuer prior thereto, describing briefly the manner thereof, together with a written opinion of the Holder's counsel, or other evidence if reasonably satisfactory to the Issuer, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion, if so requested, or other evidence, the Issuer, as promptly as practicable, shall notify the Holder that the Holder may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the notice delivered to the Issuer. If a determination has been made pursuant to this Section 12(a)(i) that the opinion of counsel for the Holder, or other evidence, is not reasonably satisfactory to the Issuer, the Issuer shall so notify the Holder promptly after such determination has been made. Each Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the U.S. Securities Act, unless in the opinion of counsel for the Issuer such legend is not required in order to ensure compliance with the U.S. Securities Act. The Issuer may issue stop transfer instructions to its transfer agent in connection with such restrictions.

(ii) To transfer this Note, the Holder shall meet the requirements of Section 12(a)(i) and surrender this Note to the Issuer, whereupon the Issuer will issue and deliver promptly to the Holder a new Note (in accordance with Section 12(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 12(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, following conversion or prepayment of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.

(iii) The Holder acknowledges that the Conversion Shares acquired upon conversion of this Note, if not registered, will have restrictions upon resale imposed by state and federal securities laws. The certificate or DRS statement representing the Conversion Shares issued upon such Conversion of the Note shall bear the following legend:

TO BE INCLUDED IN THE EVENT THAT THIS NOTE IS CONVERTED ON OR BEFORE DECEMBER 31, 2023: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 31, 2023.

(b) Lost, Stolen or Mutilated Note. Upon receipt by the Issuer of evidence reasonably satisfactory to the Issuer of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Issuer in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Issuer shall execute and deliver to the Holder a new Note (in accordance with Section 12(d)) representing the outstanding Principal.

(c) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender by the Holder at the principal office of the Issuer, for a new Note or Notes (in accordance with Section 12(d) and in principal amounts of at least $5,000 and multiples thereof) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Notes. Whenever the Issuer is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 12(a) or Section 12(c), the Principal designated by the Holder which does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of a new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date (which, for greater certainty, shall not be part of the Principal of such new Note).

13. REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The Holder's remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder's right to pursue actual and consequential damages for any failure by the Issuer to comply with the terms of this Note. The Issuer acknowledges that a breach by it of its obligations under this Note will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Issuer therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The Issuer shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Issuer's compliance with the terms and conditions of this Note (including, without limitation, compliance with Section 7).

14. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Issuer or other proceedings affecting Issuer creditors' rights and involving a claim under this Note, then the Issuer shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys' fees and disbursements. The Issuer expressly acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price paid for this Note was less than the original Principal amount.

15. CONSTRUCTION; HEADINGS. This Note shall be deemed to be jointly drafted by the Issuer and the initial Holder and shall not be construed against any such Person as the drafter. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms "including," "includes," "include" and words of like import shall be construed broadly as if followed by the words "without limitation." The terms "herein," "hereunder," "hereof" and words of like import refer to this entire Note instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections of this Note. Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall have the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing by the Holder.

16. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

17. NOTICES. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in writing with an e-mail copy to the last address provided by the Holder or its agents in writing to the Issuer. The Issuer shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason for such action. Without limiting the generality of the foregoing, the Issuer will give written notice to the Holder (i) immediately upon any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least 15 days prior to the date on which the Issuer closes its books or takes a record (A) with respect to any dividend or distribution upon the Shares, or (B) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

18. CANCELLATION. After all Amount Due owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued.

19. WAIVER OF NOTICE. To the extent permitted by law, the Issuer hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

20. GOVERNING LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions other than Delaware. The Issuer and the Holder hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts sitting in or for New Castle County, Delaware, for the adjudication of any dispute regarding this Note, and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained in this Note shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

21. SEVERABILITY. If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Note so long as this Note as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

22. MAXIMUM PAYMENTS. Nothing contained in this Note shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. If the rate of interest required to be paid or other charges exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Issuer to the Holder and thus refunded to the Issuer.

23. ASSIGNMENT. The Issuer may not assign this Note, nor the rights contained in this Note, by operation of law or otherwise, without the Holder's prior written consent.

24. CERTAIN DEFINITIONS. For purposes of this Note, the following words and terms shall have the following meanings:

(ii) "Business Day" means a day on which banks are open for the transaction of regular business in New York, New York, not including any such days that are statutory holidays in Canada or in the Province of Quebec.

(iii) "Change of Control" means any Fundamental Transaction other than (i) any merger of the Issuer or any of its, direct or indirect, wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification of the Shares in which holders of the Issuer's voting power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, (iii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Issuer or any of its Subsidiaries, or (iv) a reorganization or other change in the composition in the Issuer's board of directors.

(iv) "Common Stock Equivalents" means any securities of the Company or the Subsidiaries that would entitle the holder thereof to acquire at any time the Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares.

(v) "Conversion Date" means (i) with respect to a conversion at the option of the Holder, the date a Conversion Notice is delivered to the Issuer (as determined in accordance with the notice provisions hereof) pursuant to Section 3(a)or (ii) with respect to a Mandatory Conversion, the tenth (10th) Trading Day after the delivery of such Mandatory Conversion Notice for such Mandatory Conversion pursuant to Section 3(b).

(vi) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(vii) "Fundamental Transaction" means (A) that the Issuer shall, directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Issuer is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (v) reorganize, recapitalize or reclassify its Shares, or (B) directly or indirectly, including through Subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.

(viii) "General Shareholder Approval" means the approval by the shareholders of the Issuer in accordance with the rules and policies of the Stock Exchange to issue an aggregate number of Shares upon conversion of the Notes, exercise of the Warrants and/or the payment of Interest into Shares in excess of the General Cap in accordance with Section 607(g)(i) of the TSX Company Manual.

(ix) "Group" means a "group" as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 promulgated by the Commission.

(x) "Insider Shareholder Approval" means the approval by the disinterested shareholders of the Issuer in accordance with the rules and policies of the Stock Exchange to issue to insiders of the Issuer (as of the date hereof) an aggregate number of Shares upon conversion of the Notes, exercise of the Warrants and/or the payment of Interest into Shares in excess of the Insider Issuance Cap in accordance with Section 607(g)(ii) of the TSX Company Manual.

(xi) "Letter Agreement" means the letter agreement dated as of August 31, 2023, by and among the Issuer, an Affiliate of the Issuer and ATAI Life Sciences AG.

(xii) "Late Charge" means any amount of Principal or other amounts due under this Note or any of the Transaction Documents which is not paid on date such payment is due and not cured within five (5) Business Days, shall result in a late charge being incurred and payable by the Issuer in an amount equal to 18% of the amount of such late payment, to be added to the Principal of this Note and accrue Interest at the Default Rate until paid in full.

(xiii) "Majority in Interest of Holders" shall mean holders holding a majority of the aggregate outstanding principal amount of the Notes issued pursuant to the Transaction Documents.

(xiv) "Material Adverse Effect" means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof) or condition (financial or otherwise) of the Issuer or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Issuer or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined below).

(xv) "Maturity Date" shall mean August 31, 2026, or as agreed in writing between the Parties.

(xvi) "Notes" means, collectively, each of the 12% convertible promissory notes issued in connection with the Offering, each of which is substantially in the form of this Note.

(xvii) "Offering" means the offering, on a private placement basis, of the Units by the Issuer.

(xviii) "Person" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(xix) "Shareholder Approvals" means, collectively, the General Shareholder Approval and the General Shareholder Approval.

(xx) "Shares" means the shares of common stock of the Issuer.

(xxi) "Subsidiaries" means, as of any date of determination, collectively, all current Subsidiaries and all new Subsidiaries, and each of the foregoing, individually, a "Subsidiary."

(xxii) "Subject Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

(xxiii) "Subscription Documents" means the form of Subscription Agreement and Confidential Purchaser Questionnaire.

(xxiv) "Successor Entity" means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been entered into.

(xxv) "Stock Exchange" means the Toronto Stock Exchange.

(xxvi) "Trading Day" means (a) any day on which the Issuer's common shares are listed or quoted and traded on the Stock Exchange, or (b) if the Issuer's common shares are not then listed or quoted and traded on the Stock Exchange, then any Business Day.

(xxvii) "Transaction Documents" means this Note, the Common Stock Purchase Warrant, the Letter Agreement and the Subscription Documents.

(xxviii) "Units" means units comprised of US$1,000 principal amount of Note and 5,405 Warrants issued pursuant to the Offering.

(xxix) "Warrant" means each of the warrants to purchase Shares comprising part of the Units.

[signature page follows]

IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed as of the Issuance Date set out above.

		INTELGENX TECHNOLOGIES CORP.
	By:
	Name:
	Title:

	HOLDER INFORMATION:
Name:
Address:

Social Security or Employer Identification Number:

Telephone:
Email:

[Signature Page to Note]

EXHIBIT A

INTELGENX TECHNOLOGIES CORP.

CONVERSION NOTICE

Reference is made to the Convertible Promissory Note (the "Note") issued to the undersigned by INTELGENX TECHNOLOGIES CORP. (the "Issuer"). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into Conversion Shares of the Issuer, as of the date specified below. Capitalized terms not defined herein shall have the meaning as set forth in the Note.

The undersigned

(i) represents that it is (initial one):

_____ not an insider of the Issuer (as such term is defined in the policies of the Toronto Stock Exchange, an "Insider")

_____ an Insider,

(ii) acknowledges that pursuant to section 3(d) of the Note certificate, the aggregate number of Shares that may be issued:

A. to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) of the Note certificate, as the case may be) shall be limited to 43,664,524 Shares (the "General Cap"), which equals 24.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date of the Subscription Documents, unless the General Shareholder Approval is obtained; and

B. to insiders of the Issuer (as of the date of the Subscription Documents) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of Interest into Shares pursuant to Section 2(c) (as the case may be) in connection with the Offering shall be limited to 17,465,809 Shares (the "Insider Issuance Cap"), which equals 9.99% of the issued and outstanding Shares (on a non-diluted basis) as of the date of the Subscription Documents, unless the Insider Shareholder Approval is obtained,

(iii) and acknowledges that the proposed conversion of the Notes described below (the "Conversion") is subject to confirmation that such Conversion complies with the General Cap and the Insider Issuance Cap, as the case may be, such confirmation to be evidenced by the acceptance of the Issuer provided under "Acceptance" below.

Date of Conversion:
Aggregate ☐ Principal or ☐ Interest to be converted:
Please confirm the following information:
Conversion Price or Interest Conversion Price, as applicable:
Number of Conversion Shares to be issued:

Please issue the Conversion Shares into which the Note is being converted to Holder, or for its benefit, as follows:
☐ Check here if requesting delivery as a certificate to the following name and to the following address:
Issue to:

Date:	_____________ __, ______
Name of Registered Holder



By:
	Name:
	Title:
	Tax ID:
	Facsimile:
	E-mail Address:

ACCEPTANCE

The undersigned, in its capacity as a senior officer of the Issuer, having made all reasonable inquiries, hereby confirms that:

(a) As of the Date of Conversion, General Shareholder Approval:

(i) ______________ has been obtained; or

(ii) ______________ has not been obtained and,

A. as of the Date of Conversion, an aggregate of ______________________ Shares have been issued to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes);

B. further to the Conversion, ______________________ Shares will have been issued to any holders of Notes and/or Warrants in connection with the Offering (pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes); and

C. Accordingly, the undersigned confirms that (check one):

☐ the Conversion complies with the General Cap;

☐ the Conversion does not comply with the General Cap and therefore cannot be completed; or

☐ the Conversion can only be completed partially to comply with the General Cap and, as a result $_______________ principal amount of Notes will be converted into _______________ Shares, further to which $_______________ principal amount of Notes will remain outstanding under certificate No. _______________.

(b) [To the extent the holder wishing to proceed with the conversion is an insider of the Issuer (as of the date of the Subscription Documents] As of the Date of Conversion, Insider Shareholder Approval:

(i) ______________ has been obtained; or

(ii) ______________ has not been obtained and,

A. as of the Date of Conversion, an aggregate of ______________________ Shares have been issued to insiders of the Issuer (as of the date of the Subscription Documents) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes;

B. further to the Conversion, ______________________ Shares will have been issued to insiders of the Issuer (as of the date of the Subscription Documents) from time to time pursuant to the exercise of the Warrants, the conversion of the Notes and/or the payment of interest on the Notes; and

C. Accordingly, the undersigned confirms that (check one):

☐ the Conversion complies with the General Cap and the Insider Issuance Cap;

☐ the Conversion does not comply with the General Cap and/or the Insider Issuance Cap and therefore cannot be completed; or

☐ the Conversion can only be completed partially to comply with the General Cap and/or the Insider Issuance Cap and, as a result $_______________ principal amount of Notes will be converted into _______________ Shares, further to which $_______________ principal amount of Notes will remain outstanding under certificate No. _______________.

		INTELGENX TECHNOLOGIES CORP.
	By:
	Name:
	Title:

FIRST AMENDMENT TO

AMENDED AND RESTATED LOAN AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") is made and entered into as of August 31, 2023, by and among IntelGenx Corp., a Delaware corporation (the "Borrower"), and ATAI Life Sciences AG (the "Lender").

W I T N E S S E T H :

WHEREAS, the Borrower and the Lender have executed and delivered that certain Amended and Restated Loan Agreement, dated as of September 14, 2021 (the "Existing Loan Agreement" and, as further amended by this Agreement, the "Loan Agreement");

WHEREAS, IntelGenx Technologies Corp. ("IntelGenx"), an affiliate of the Borrower, has issued convertible promissory notes pursuant to that certain Subscription Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Subscription Agreement"); and

WHEREAS, in connection with the transactions contemplated by the Subscription Agreement, IntelGenx, the Borrower and the Lender have executed and delivered that certain Letter Agreement dated as of the date hereof (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Letter Agreement").

WHEREAS, in connection with the transactions contemplated by the Subscription Agreement, the Borrower has requested that Lender amend certain provisions of the Existing Loan Agreement as set forth herein, and the Lender has agreed to such amendments, subject to the terms and conditions hereof.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Borrower and Lender hereby covenant and agree as follows:

SECTION 1. Definitions. Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which is defined in the Loan Agreement shall have the meaning assigned to such term in the Loan Agreement.

SECTION 2. Amendments to Existing Loan Agreement.

(a) The definition of "Maturity Date" set forth in Section 1.1 of the Loan Agreement is hereby amended in its entirety as follows:

"Maturity Date" means January 5, 2025.

(b) Section 8.1.2 of the Loan Agreement is hereby amended in its entirety as follows:

"8.1.2 if a default occurs in the observance or performance of any other covenant, condition or agreement of the Borrower under (x) this Agreement or any other Loan Document, and such default continues for a period of thirty (30) calendar days following delivery or written notice of such default by the Lender (y) that certain Subscription Agreement, dated as of the date hereof (the "Subscription Agreement"), by the subscribers signatory thereof and acknowledged by the Borrower, or any other Subscription Document (as defined in the Subscription Agreement), and such default continues for a period of ten (10) calendar days, or (z) the Letter Agreement, and such default continues for a period of ten (10) calendar days;"

-1-

"8.1.5 if any material representation or warranty made by the Borrower herein or in any agreement, undertaking, certificate, statement or report furnished in connection herewith is found to be false or incorrect in any way so as to make it materially misleading when made or when deemed to have been made and such default continues for a period of three (3) calendar days following delivery of written notice of such default by the Lender;"

(d) Section 8.1.6 of the Loan Agreement is hereby amended in its entirety as follows:

"8.1.6 if this Agreement, or any part hereof shall, at any time after its execution and delivery and for any reason, cease in any way to be in full force and effect or to be a legal, valid and binding obligation of the Borrower or if it becomes unlawful for the Borrower to perform or comply with any and all of its obligations under this Agreement, or if the validity or enforceability of any of this Agreement is disputed in any manner by the Borrower, and such default is not capable of being remedied, or if capable of being remedied, such default continues for a period of thirty (30) calendar days following delivery of written notice of such default by the Lender, provided that, the Borrower shall forthwith notify the Lender in the event that it becomes aware that this Agreement, or any part hereof, has ceased in any way to be in full force and effect or to be a legal, valid and binding obligation of the Borrower or it has become unlawful for the Borrower to perform or comply with any and all of its obligations under this Agreement;"

(e) Section 8.2 of the Loan Agreement is hereby amended in its entirety as follows:

"8.2 Enforcement. Upon the occurrence of an Event of Default that is continuing (and in respect of which any applicable cure period has expired without the applicable default having been cured within such cure period), all of the Obligations, at the Lender's option, shall become due and payable and the Lender may, at its option, without presentment, demand, protest or any other notice of any kind, proceed to enforce payment and performance of the Obligations and to exercise any or all of the rights and remedies contained in this Agreement, any Loan Document and the Deed of Hypothec, or otherwise afforded by Applicable Law, in equity or otherwise. The Lender expressly retains all rights and remedies not inconsistent with the provisions in this Agreement."

-2-

SECTION 3. Conditions Precedent. This Agreement shall become effective only upon satisfaction of each of the following conditions precedent:

(a) execution and delivery of this Agreement by the Borrower and the Lender;

(b) execution and delivery of the Subscription Agreement and the Subscription Documents (as defined in the Subscription Agreement) in form and substance satisfactory to the Lender;

(d) execution and delivery of that certain Deed of Hypothec on non-licensed Intellectual Property by the Borrower and the Lender, in form and substance satisfactory to the Lender; and

(e) the Borrower shall have paid or reimbursed all costs expenses of the Lender incurred in connection with the Obligations, the Loan Agreement and this Agreement as required pursuant to the Loan Agreement, including without limitation, fees and expenses of counsel.

SECTION 4. Miscellaneous.

(a) Compliance. The Borrower agrees to comply with the applicable terms, provisions, and conditions of the Loan Agreement and the other Loan Documents, after giving effect to the terms of this Agreement, notwithstanding any prior conduct of the Lender or any course of dealing among the Lender and the Borrower prior to the date hereof to the contrary.

(b) No Default or Event of Default. To induce the Lender to enter into this Agreement and to continue to make advances pursuant to the Loan Agreement (subject to the terms and conditions thereof), the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists no default or Event of Default under the Loan Agreement or any other Loan Document.

(c) Loan Document. For avoidance of doubt, each of the parties hereto hereby acknowledges and agrees that this Agreement is a "Loan Document" (as defined in the Loan Agreement).

(d) Effect of Agreement. Except as set forth expressly hereinabove, all terms of the Loan Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Borrower.

(e) Ratification. The Borrower (i) hereby restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Loan Agreement or any of the other Loan Documents to which it is a party effective as of the date hereof and (ii) restates and renews each and every representation and warranty in all material respects heretofore made by it in the Loan Agreement and the other Loan Documents as fully as if made on the date hereof and with specific reference to this Agreement and any other Loan Documents executed or delivered in connection herewith (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

-3-

(f) Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Agreement may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of the Agreement.

(g) Further Assurances. The Borrower agrees to take, at its expense, such further actions as the Lender shall reasonably request from time to time to evidence the agreements set forth herein and the transactions contemplated hereby.

(h) Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of New York, but excluding any principles of conflicts of law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of New York. Sections 12, 13 and 17 of the Loan Agreement are hereby incorporated herein by reference mutatis mutandis.

(i) Severability. Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

[SIGNATURES ON FOLLOWING PAGES.]

-4-

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its duly authorized officer as of the day and year first above written.

	BORROWER:

	INTELGENX CORP.


	By:
	Name:
	Title:

Signature Page to First Amendment

-5-

	LENDER:

	ATAI LIFE SCIENCES AG


	By:
	Name:
	Title:

Signature Page to First Amendment

-6-

Document and Entity Information Document	Aug. 31, 2023
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Aug. 31, 2023
Document Period End Date	Aug. 31, 2023
Amendment Flag	false
Entity Registrant Name	IntelGenx Technologies Corp.
Entity Address, Address Line One	6420 Abrams
Entity Address, City or Town	St- Laurent
Entity Address, State or Province	QC
Entity Address, Country	CA
Entity Address, Postal Zip Code	H4S 1Y2
Entity Incorporation, State Country Name	DE
City Area Code	514
Local Phone Number	331-7440
Entity File Number	000-31187
Entity Central Index Key	0001098880
Entity Emerging Growth Company	false
Entity Tax Identification Number	87-0638336
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(g) Security	Common Stock, $0.00001 par value

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