SUBSCRIPTION AGREEMENT ? SPECIAL WARRANTS

1.

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

2.

If you are a non-individual subscriber, complete and sign the TSX-V Form 4C – Corporate Placee Registration Form – Appendix II, unless you have filed a Form 4C with the TSX-V within the last year and it remains current .

3.

If you are resident in Canada, complete and sign the Accredited Investor Certificate – Appendix III .

4.

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

5.

To subscribe complete, as applicable, and forward (i) this Subscription Agreement; (ii) all applicable Appendixes; and (iii) the subscription proceeds, to one of:

Paradigm Capital Inc.

Bolder Investment Partners, Ltd.

Union Securities Ltd.

95 Wellington Street West,

800 – 1450 Creekside Drive

Suite 115, 240 – 4 ^th Avenue S.W.

Suite 2101

Vancouver, BC V6J 5B3

Calgary, AB T2P 4H4

P.O. Box 55

Toronto, ON M5J 2N7

Attention: Martin Burian

Attention: Jovan Stupar

Fax : (604) 714-2326

Fax: (403) 237-5546

Attention: Tony Pullen

Fax: (416) 361-0679

  SUBSCRIPTION AGREEMENT FOR SPECIAL WARRANTS

To:

IntelGenx Technologies Corp. (the " Issuer "), 6425 Abrams, Ville St.-Laurent, Quebec, H4S 1X9

And To:

Paradigm Capital Inc. (" Paradigm "), 95 Wellington Street West, Suite 2101, Toronto, Ontario M5J 2N7

Bolder Investment Partners, Ltd . (" Bolder "), 800-1450 Creekside Drive, Vancouver, British Columbia, V6J 5B3

Union Securities Ltd . (" Union "), Suite 115, 240-4 ^th Avenue S.W., Calgary, Alberta, T2P 4H4

(Paradigm, Bolder and Union, collectively, the " Agents ")

Registration Instructions (if other than in name of Subscriber):
 

Delivery Instructions (if other than the address above):

Name

Account reference, if applicable

Account reference, if applicable

Contact Name

Address

Address

Telephone Number

Facsimile Number

1.

INTERPRETATION

1.1

In this Agreement, unless the context otherwise requires:

(a)

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

(b)

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

(c)

" Agency Agreement " means the agency agreement to be entered into at Closing between the Issuer and the Agents;

(d)

" Agents " means, collectively, Paradigm Capital Inc., Bolder Investment Partners, Ltd. and Union Securities Ltd.;

(e)

" Aggregate Special Warrants " means the aggregate number of Special Warrants sold pursuant to the Private Placement;

(f)

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

(g)

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

(h)

" AMF " means Autorité des Marchés Financiers;

(i)

" Automatic Exercise Date " means 5:00 p.m. (Toronto time) on the date that is the earlier of (a) the Clearance Date, and (b) the Clearance Deadline;

(j)

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

(k)

" Clearance Date " means the date which is five Business Days following the later of (i) the date the Issuer receives a Decision Document for the Prospectus from the last of the Commissions, and (ii) the date the Registration Statement is declared effective by the SEC;

(l)

" Clearance Deadline " means the date which is 120 days following the Closing Date;

(m)

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

(n)

" Closing Date " means June 30, 2009 or such other earlier or later date as the Issuer and the Agents may agree;

(o)

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

(p)

" Common Shares " means common shares in the authorized capital of the Issuer;

(q)

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

(r)

" Decision Document " means a decision document issued by the AMF in its capacity as principal regulator in accordance with Multilateral Instrument 11-202 – Passport System and National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions evidencing that a receipt has been issued by each of the Commissions (other than the Ontario Securities Commission) and a receipt has been issued by the Ontario Securities Commission;

(s)

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

(t)

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

(u)

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

(v)

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

(w)

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

(x)

" Issue Price " means $0.40 per Special Warrant;

(y)

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

(z)

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

(aa)

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

(bb)

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

(cc)

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

(dd)

" Personal Information " has the meaning ascribed in section 11.5;

(ee)

" Private Placement " means the issue and sale of the Special Warrants;

(ff)

" Prospectus " means the final short-form prospectus (or long-form prospectus, if applicable) qualifying the distribution of the Common Shares and Warrants issuable upon exercise of the Special Warrants;

(gg)

" Registration Statement " means a S-1 registration statement filed with the SEC in accordance with the 1933 Act qualifying the Common Share and Warrants issuable upon exercise of the Special Warrants, the Compensation Options and the Warrant Shares issuable thereunder;

(hh)

" Regulation S " means Regulation S promulgated under the 1933 Act;

(ii)

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

(jj)

" Rule 144 " means Rule 144 promulgated under the 1933 Act;

(kk)

" Rule 144A " means Rule 144A promulgated under the 1933 Act;

(ll)

" SEC " means the United States Securities and Exchange Commission;

(mm)

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

(nn)

" Special Warrants " means the special warrants to be issued and sold by the Issuer in accordance with the terms of this Agreement;

(oo)

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

(pp)

" Subscription Proceeds " means the gross proceeds from the sale of Special Warrants under the Private Placement;

(qq)

" Term Sheet " means the term sheet attached hereto as Appendix I;

(rr)

" TSX-V " means TSX Venture Exchange;

(ss)

" Unit " means one Common Share and one Warrant;

(tt)

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

(uu)

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

(vv)

" Warrant " means a Common Share purchase warrant entitling the holder thereof to purchase one Common Share for 36 months following Closing at an exercise price of US$0.80; and

(ww)

" Warrant Share " means a Common Share issuable upon exercise of the Warrant.

3.

SPECIAL WARRANTS

4.

POWER OF ATTORNEY

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

5.

REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER

(a)

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

(i)

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

(ii)

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

(iii)

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

(b)

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

(c)

the Subscriber is either:

(i)

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

(ii)

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

(iii)

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

(A)

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

(B)

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

(d)

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

(i)

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

(ii)

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

(e)

(i) The Subscriber, is not a U.S. Person and hereby represents and warrants to, and covenants with, the Issuer and the Agents, and acknowledges that the Issuer and the Agents are relying on such representations and warranties in connection with the transactions contemplated herein, as follows:

(A)

the Subscriber is not a U.S. Person nor subscribing for the Special Warrants for the account or benefit of a U.S. Person or a person in the United States or for resale in the United States and the Subscriber confirms that the Special Warrants have not been offered to the Subscriber in the United States and that this Subscription Agreement has not been executed or delivered in the United States.;

(B)

the offer to purchase the Subscriber’s Special Warrants was not made to the Subscriber or Disclosed Principal, if any, in the United States;

(C)

at the time the Subscriber’s subscription for Special Warrants was executed and delivered to the Issuer, the Subscriber (or the Subscriber’s authorized signatory, if it is not a natural person) was outside the United States; and

(D)

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

(ii)

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

(iii)

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

(iv)

the Subscriber will not offer, sell or otherwise transfer any of the Special Warrants, Warrants or the Common Shares issuable on exercise of the Special Warrants or Warrants, as the case may be, in the United States except pursuant to registration under the 1933 Act and the securities laws of all applicable states or available exemptions or exceptions therefrom;

(f)

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

(i)

that any person will resell or repurchase any of the Special Warrants;

(ii)

that any person will refund the purchase price of any of the Special Warrants;

(iii)

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

(iv)

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

(g)

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

(h)

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

(i)

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

(j)

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

(k)

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

(l)

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

(m)

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

(n)

the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if an individual is of full age of majority in the jurisdiction in which the Subscriber is resident, if the Subscriber is a corporation it is duly incorporated and validly subsisting under the laws of