IntelGenx Technologies Corp. Maximum: 2,000,000 Shares of Series A Convertible Cumulative Preferred Stock $0.00001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
IntelGenx Technologies Corp., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 2,000,000 shares of series A convertible cumulative preferred stock, $0.00001 par value per share (the "Preferred Stock") of the Company to investors (collectively, the "Investors"), at a purchase price of $10.00 per share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Preferred Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENTEscrow Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • Delaware
This ESCROW AGREEMENT (this "Agreement") dated as of this 10th day of January 2024 by and among IntelGenx Technologies Corp., a Delaware corporation (the "Company"), having an address at 6420 Abrams, Ville Saint Laurent, Quebec, Canada H4S 1Y2; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 ("Global Selling Agent"), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the "Escrow Agent"). The Company and the Placement Agent, each a "Party," are collectively referred to as "Parties" and individually, a "Party."
PUBLIC OFFERING SUBSCRIPTION AGREEMENT SHARES OF SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK of INTELGENX TECHNOLOGIES CORP.Subscription Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations
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.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT SHARES OF SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK of INTELGENX TECHNOLOGIES CORP.Subscription Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations
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.
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [*], 2024, WHICH IS THE CLOSING DATE OF THE OFFERING OF SHARES OF SERIES A CONVERTIBLE...Purchase Warrant Agreement • February 15th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*], 2024 (SIX MONTHS FROM THE DATE OF ISSUANCE), AND IT WILL BE VOID AFTER 5:00 P.M., EASTERN TIME, [*], 2027 (THE DATE THAT IS THREE YEARS FROM COMMENCEMENT OF SALES OF SHARES OF SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK IN THE OFFERING).
