PUBLIC OFFERING SUBSCRIPTION AGREEMENT SHARES OF SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK of INTELGENX TECHNOLOGIES CORP.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT
SHARES OF SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK
of
This Subscription Agreement relates to my/our agreement to purchase ________ shares of Series A convertible cumulative preferred stock, $0.00001 par value per share (the "Shares"), to be issued by IntelGenx Technologies Corp., a Delaware corporation (the "Company"), for a purchase price of $10.00 per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [*], 2024 contained in the offering statement on Form 1-A declared "qualified" by the Securities and Exchange Commission (the "SEC") on [ ], 2024 (the "Offering Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
I understand that if I wish to purchase Shares, I must complete this Subscription Agreement and submit the applicable Subscription Price as set forth herein. Subscription funds will be held by and at an FDIC insured bank in compliance with SEC Rule 15c2-4, with funds released to the Company at closing, as described in the Offering Circular through a clearing firm or an escrow account. I may pay the Subscription Price either though my brokerage account held with the clearing firm or by forwarding funds directly to the escrow account. The escrow account will be maintained by Wilmington Trust as escrow agent. In the event that the offering is terminated, then the Shares will not be sold to investors pursuant to this offering and all funds will be returned to investors from escrow without interest or deduction. If any portion of the Shares is not sold in the offering, any funds paid by me for such portion of the Shares will be returned to me promptly, without interest or deduction.
In order to induce the Company to accept this Subscription Agreement for the Shares and as further consideration for such acceptance, I hereby make, adopt, confirm and agree to all of the following covenants, acknowledgments, representations and warranties with the full knowledge that the Company and its affiliates will expressly rely thereon in making a decision to accept or reject this Subscription Agreement:
1. Type of Ownership
☐ Individual ☐ Joint ☐ Institution
2. Investor Information (You must include a permanent street address even if your mailing address is a P.O. Box.)
Individual/Beneficial Owner: Joint-Owner/Minor: (If applicable.)
Name: Name:
Social Security/Tax ID Number: Social Security/Tax ID Number:
Street Address: Street Address:
City: City:
State: State:
Postal Code: Postal Code:
Country: Country:
Phone Number: Phone Number:
Email Address: Email Address:
3. Investor Eligibility Certifications
I understand that to purchase Shares, I must either be an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (the "Act"), or, unless the securities issued in the offering initially trade on a national securities exchange, I must limit my investment in the Shares to a maximum of: (i) 10% of my net worth or annual income, whichever is greater, if I am a natural person; or (ii) 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year, if I am a non-natural person. I understand that if I am a natural person I should determine my net worth for purposes of these representations by calculating the difference between my total assets and total liabilities. I understand this calculation must exclude the value of my primary residence and may exclude any indebtedness secured by my primary residence (up to an amount equal to the value of my primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.
I hereby represent and warrant that I meet the qualifications to purchase Shares because:
☐ Either (i) the aggregate purchase price for the Shares I am purchasing in the offering does not exceed 10% of my net worth or annual income, whichever is greater or (ii) the aggregate purchase price for the Shares I am purchasing in the offering does not exceed 10% of my revenues or net assets, whichever is greater.
☐ I am an accredited investor.
4. I understand that the Company reserves the right to, in its sole discretion, accept or reject this Subscription, in whole or in part, for any reason whatsoever, and to the extent not accepted, unused funds maintained in my account or transmitted herewith shall either, as the case may be, not be debited from my account or be returned to the undersigned in full, without interest or deduction.
5. I have received the Offering Circular.
6. I accept the terms of the Certificate of Incorporation of the Company and the Certificate of Designation of Preferences Rights and Limitations of Series A Convertible Cumulative Preferred Stock of the Company.
7. I am purchasing the Shares for my own account.
8. I am not resident or domiciled in Canada and I am not purchasing the Shares with a view to their resale in Canada.
9. I hereby represent and warrant that I am not on, and am not acting as an agent, representative, intermediary or nominee for any person identified on, the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering, including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001. By making the foregoing representations you have not waived any right of action you may have under federal or state securities law. Any such waiver would be unenforceable. The Company will assert your representations as a defense in any subsequent litigation where such assertion would be relevant. This Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Delaware without giving effect to the principles of conflict of laws.
10. I acknowledge that:
a. the Company shall not issue shares of Common Stock upon conversion of the Shares, and I shall not elect to convert Shares into shares of Common Stock, if the shares of Common Stock proposed to be issued, when aggregated with all other shares of Common Stock then owned beneficially by me and my affiliates and associates would result in me beneficially owning, together with my affiliates and associates, more than 9.99% of the then issued and outstanding shares of Common Stock unless and until a personal information form is filed and precleared by the Toronto Stock Exchange ("TSX") in accordance with its rules;
b. the Company shall not issue shares of Common Stock upon conversion of the Shares, and I shall not elect to convert Series A Preferred Stock into shares of Common Stock, if the shares of Common Stock proposed to be issued, when aggregated with all other shares of Common Stock then owned beneficially by me and my affiliates and associates would result in me beneficially owning, together with my affiliates and associates, more than 19.99% of the then issued and outstanding shares of Common Stock unless and until the Company has obtained approval from its holders of shares of Common Stock to proceed with such issuance at a duly called meeting of the holders of shares of Common Stock in accordance with, among others, the rules of the TSX; and
c. the number of shares of Common Stock that may be issued in connection with the Shares (pursuant to the conversion of the Shares and/or the payment of dividends into shares of Common Stock, as the case may be) shall be limited to 43,647,059 shares of Common Stock, which equals 24.99% of the issued and outstanding shares of Common Stock, unless and until the Company has obtained approval from its holders of shares of Common Stock to issue shares of Common Stock in excess to such limitation at a duly called meeting of the holders of shares of Common Stock in accordance with, among others, the rules of the TSX.
11. Digital ("electronic") signatures, often referred to as an "e-signature", enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement's electronic signature include your signing this Subsription Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible from Digital Offering servers. You and the Company each hereby consent and agree that electronically signing this Subscription Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. You agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement and you consent to be legally bound by this Subscription Agreement's terms and conditions. Furthermore, you and the Company each hereby agree that all current and future notices, confirmations and other communications regarding this Subscription Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communication being diverted to the recipient's spam filters by the recipient's email service provider, or due to a recipient's change of address, or due to technology issues by the recipient's service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.
12. Delivery Instructions. All shares will be retained at the transfer agent Pacific Stock Transfer Company (all shares will be in book entry). On closing you will receive a notice of your holdings delivered to the address of record above.
13. Jury Trial Waiver. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT BUT NOT INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY'S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
Digital Offering, LLC, the managing broker dealer, Cambria Capital, LLC, and DealMaker Securities, LLC, as selling agents, are registered with the Securities and Exchange Commission ("SEC") as broker-dealers. Cambria Capital, LLC is also a State Registered Investment Adviser. Brokerage and investment advisory services and fees differ, and it is important for you to understand the differences. The Client Relationship Summary provides details about brokerage and advisory services, fees, and other important information. For MyIPO and Cambria Capital, please review the information prior to submitting this indication. For Cambria Capital, LLC the Client Relationship Summary can be found at Cambria Reg BI Disclosure. For Digital Offering, please review the information prior to submitting this indication at Digital Offering Reg BI Disclosure. DealMaker Securities, LLC is part of the sales process providing services to issuers, but does not offer services to retail investors, and does not recommend securities transactions to issuers or investors.
I acknowledge that I have reviewed the client relationship summary link provided above.
Your Consent is Xxxxxx Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications and notices.
SIGNATURES:
THE UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON(S) OR ENTITY REGISTERED ABOVE.
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Subscriber:
_______________________________________ Name: Email: Date: |
Issuer:
/s/ Name: Company: IntelGenx Technologies Corp. Title: Chief Executive Officer |
