Form of Special Warrant

NO. SW- ●

Each entitling the holder to acquire one (1) common share and one (1) common share purchase warrant of IntelGenx Technologies Corp., subject to adjustment in certain circumstances.

“Agents” means Paradigm Capital Inc., Bolder Investment Partners, Ltd. and Union Securities Ltd.;

“AMF” means Autorité des Marchés Financiers;

“Automatic Exercise Date” means 4:59 p.m. (Toronto time) on the date that is the earlier of (a) the Clearance Date, and (b) the Expiry Time;

“Broker Shares” means the Common Shares issued to the Agents in connection with the Offering;

“Business Day” means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Toronto, Ontario or the City of Montreal, Quebec or a statutory holiday in the United States on which commercial banks are open for business;

“Clearance Date” means the date which is five Business Days following the later of (i) the date the Corporation receives a Receipt for the Prospectus, and (ii) the date the Registration Statement is declared effective by the SEC;

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

“Closing Date” means July 13, 2009;

“Common Shares” means the shares of common stock with a par value of US$0.0001 in the capital of the Corporation;

“Compensation Option Share” means a Common Share that is issuable upon exercise of a Compensation Option;

“Compensation Options” means the compensation options issued to the Agents in connection with the Offering, with each Compensation Option entitling the holder thereof to acquire one Compensation Option Share at an exercise price equal to US$0.80 until July 13, 2012;

“Corporation” means IntelGenx Technologies Corp.;

“Current Market Price” means, in relation to a Common Share, the price of a Common Share at any date calculated as the price per Common Share equal to the weighted average price at which the Common Shares have traded on the principal Canadian stock exchange or, if the Common Shares are not listed, the over-the-counter market, on which the Common Shares are then listed or posted for trading during the 20 consecutive trading days (on each of which at least 500 Common Shares are traded in board lots) ending on the fifth trading day immediately prior to such date as reported by such market or exchange on which the Common Shares are then trading or quoted. If the Common Shares are not then traded in the over-the-counter market or on a recognized Canadian stock exchange, the Current Market Price of the Common Shares shall be fair market value of the Common Shares as determined by a nationally or internationally recognized investment dealer or investment banker;

“Exercise Date” means the date on which the Corporation has received a duly completed Subscription Notice;

“Exercise Period” means any time at or prior to the Automatic Exercise Date;

“Expiry Time” means 5:00 p.m. (Toronto time) on November 14, 2009;

“Holder” means the owner of the Special Warrants as evidenced by this Special Warrant Certificate;

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

“Offering” means the private placement offering by the Corporation of up to 11,250,000 Special Warrants at a price of $0.40 per Special Warrant;

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

“Qualifying Provinces” means Quebec and each of the provinces in Canada in which purchasers of Special Warrants pursuant to the Offering are resident and in which a Prospectus has been filed;

“Receipt” 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 or deemed to be issued in each of the Qualifying Provinces;

“Registration Statement” means an S-1 registration statement filed with the SEC in accordance with the U.S. Securities Act qualifying the Unit Shares and Warrants issuable upon exercise of the Special Warrants, the Warrant Shares, the Compensation Options, the Compensation Option Shares and the Broker Shares;

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

“Securities Laws” means, as applicable, the securities legislation and securities laws of the AMF and each Selling Jurisdiction and International Jurisdiction, and the regulations and rules made thereunder and all published policy statements, blanket orders, notices, directions and ruling issued or adopted by the Securities Regulators, collectively, and the rules of the TSXV;

“Securities Regulators” means, as applicable, the AMF and the securities commissions or other securities regulatory authorities of the Selling Jurisdictions and International Jurisdictions, including the SEC, or, as the context may require, any one or more of the Selling Jurisdictions, the International Jurisdictions and the SEC;

“Selling Jurisdictions” means the provinces of British Columbia, Alberta, Ontario and Manitoba and such other Canadian provinces (except Quebec) and International Jurisdictions as agreed upon by the Company and the Agents where Purchasers are resident;

“Special Warrant Certificate” means a certificate representing the Special Warrants;

“Special Warrants” means the special warrants purchased in the Offering and represented herein;

“Subscription Notice” means the subscription notice in the form attached to this Special Warrant Certificate as Schedule A;

“TSX” means the Toronto Stock Exchange;

“TSXV” means the TSX Venture Exchange;

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

“Unit” means a unit of the Corporation, comprising one Unit Share and one Warrant, issuable upon exercise or deemed exercise of the Special Warrants;

“Unit Share” means one Common Share issuable upon exercise of a Special Warrant, as described in this Special Warrant Certificate;

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

“Warrant” means one warrant of the Corporation issuable upon exercise of a Special Warrant, as described in this Special Warrant Certificate;

“Warrant Certificate” means a certificate representing the Warrants;

“Warrant Share” means a Common Share issuable upon exercise of a Warrant.

Terms of Special Warrants

Method of Exercise of Special Warrants

Deemed Exercise of Special Warrants

it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of exercise herein provided, as such right of exercise may be adjusted pursuant to Sections 9 and 10 of this Special Warrant Certificate;

all Unit Shares which shall be issued upon the exercise herein provided for, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof;

all Warrants which shall be issued upon the exercise herein provided for shall be duly and validly created and issued;

the Corporation shall make all requisite filings under the Securities Act (Ontario) and the regulations made thereunder and all applicable Securities Laws including those necessary to remain a reporting issuer not in default of any requirement of such applicable Securities Laws;

the Corporation shall use all reasonable efforts to preserve and maintain its corporate existence;

the Corporation shall use all reasonable efforts to maintain the listing of the Common Shares (or any shares or securities, whether of the Corporation or another company or entity, into which the Common Shares of the Corporation may from time to time be converted, reclassified or exchanged) on the TSXV or such other recognized stock exchange or quotation system on which the Common Shares of the Corporation may trade, to the Expiry Time.

The Corporation covenants to use its commercially reasonable efforts to, as soon as practicable following the date hereof and in any event, within 30 days following the date hereof, (i) obtain the Receipt for the preliminary prospectus; (ii) resolve all comments received or deficiencies raised by the AMF in respect of the preliminary prospectus as expeditiously as possible; and (iii) file the Prospectus and obtain a final Receipt as soon as possible thereafter and in no event later than 4:59 p.m. (Toronto time) on the Clearance Deadline.

The Corporation covenants and agrees to use its commercially reasonable efforts to, as soon as practicable following the date hereof and, in any event, within 30 days following the date hereof: (i) prepare and file with the SEC the Registration Statement on Form S-3 (or, if Form S-3 is not then available to the Corporation, on such form of registration statement as is then applicable); (ii) settle any comments of the SEC as soon as possible thereafter; and (iii) file and have declared effective a final Registration Statement. The Corporation shall use its commercially reasonable efforts to have the final Registration Statement declared effective by the SEC as soon as practicable and, in any event, no later than 4:59 p.m. (Toronto time) on the Clearance Deadline, provided that if the Clearance Date has not occurred prior to the Clearance Deadline, the Corporation shall continue to use its commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the Clearance Deadline;

In addition to the aforementioned covenants, the Corporation shall use (i) commercially reasonable efforts to file with the AMF and the commissions in each of the Qualifying Provinces a preliminary prospectus in respect of the distribution of the Units issuable on the exercise of the Special Warrants on the Business Day following the date hereof, and the Prospectus within seven days thereafter, and in each case promptly thereafter obtain a Receipt, and (ii) use commercially reasonable efforts to have the Registration Statement declared effective by the SEC as soon as practicable following the date hereof.

if and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation shall:

subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares;

(a “Share Reorganization”) the number of Unit Shares issuable on exercise or deemed exercise of each Special Warrant then outstanding shall be adjusted immediately after the record date at which the holders of Common Shares are determined for the purpose by multiplying the number of Common Shares theretofore obtainable on the exercise or deemed exercise thereof immediately prior to the record date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately after such record date and the denominator shall be the total number of Common Shares outstanding immediately prior to such record date;

if and whenever at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than a Share Reorganization as described in Section 9(a) above or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity (other than to one or more of the Corporation’s wholly owned subsidiaries or to one or more entities that will be a wholly owned subsidiary after the completion of such transaction) (a “Capital Reorganization”), any Holder who has not exercised its Special Warrants prior to the effective date of such Capital Reorganization event, upon the exercise or deemed exercise of the Special Warrants thereafter, shall be entitled to receive and shall accept, in lieu of the number of Unit Shares such Holder would otherwise be entitled to acquire, the number of shares or other securities or other property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Holder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Holder had been the registered holder of the number of Unit Shares to be acquired by it if all Special Warrants then held by such Holder had been exercised or deemed to be exercised immediately prior to such record date or effective date. If determined appropriate by the Corporation to give effect to or to evidence the provisions of this Section 9(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the fullest extent possible, for the application of the provisions set forth in this Special Warrant Certificate with respect to the rights and interests thereafter of the Holders to the end that the provisions set forth in this Special Warrant Certificate shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or other property to which a Holder is entitled on the exercise or deemed exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 9(b) and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances;

if and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation fixes a record date for the distribution to all or substantially all of the holders of Common Shares of rights, options or warrants entitling them for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then the number of Unit Shares issuable on exercise or deemed exercise of each Special Warrant shall be adjusted effective immediately after such record date for the Rights Offering by multiplying the number of Unit Shares theretofore obtainable on the exercise or deemed exercise thereof immediately prior to such record date by a fraction:

the numerator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable); and

the denominator of which shall be the aggregate of:

the total number of Common Shares outstanding on such record date; and

the quotient obtained by dividing:

the amount equal to the aggregate consideration payable on the exercise of all of the rights, warrants and options under the Rights Offering plus the aggregate consideration, if any, payable on the exchange or conversion of the exchangeable or convertible securities issued upon exercise of such rights, warrants or options (assuming the exercise of all rights, warrants and options under the Rights Offering and assuming the exchange or conversion of all exchangeable or convertible securities issued upon exercise of such rights, warrants and options);

by

the Current Market Price of the Common Shares as of the record date for the Rights Offering.

If and whenever during the date hereof and prior to the Expiry Time, the Corporation shall issue or distribute to all or to substantially all the holders of Common Shares:

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

any cash, property or other assets,

of Unit Shares purchasable on exercise or deemed exercise of the Special Warrants represented by this Special Warrant Certificate;

in respect of the issue from time to time as dividends paid in the ordinary course of Common Shares to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws;

of Common Shares pursuant to any stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees, advisers or consultants of the Corporation, as such option or plan is amended or superseded from time to time in accordance with the requirements of the principal Canadian stock exchange or over-the- counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws, and such other stock option plan, stock purchase plan or benefit plan as may be adopted by the Corporation in accordance with the requirements of the principal Canadian stock exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading and applicable securities laws;

the payment of interest on any outstanding notes;

the issuance of securities in connection with strategic license agreements and other partnering arrangements; or

full or partial consideration in connection with a strategic merger, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity;

issuing to the holder of any Special Warrant exercised or deemed to be exercised after such record date and before the occurrence of such event, the additional Unit Shares issuable upon such exercise or deemed exercise by reason of the adjustment required by such event, and

delivering to such holder any distributions declared with respect to such additional Unit Shares after such Exercise Date and before such event;

the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed; and

the invalidity, illegality or unenforceability of any provision or part thereof contained in this Special Warrant Certificate in any jurisdiction shall not affect or impair such provision or part thereof or any other provisions of this Special Warrant Certificate in any other jurisdiction.

to the Holder, in the register to be maintained pursuant to section 14 hereof; and

to the Corporation at:

By: ____________________________________________

Horst G. Zerbe
President and Chief Executive Officer

subscribes for _____________________________ common shares (“Unit Shares”) and _____ common share purchase warrants (“Warrants”) (or such number of Unit Shares or Warrants or other securities or property to which such subscription entitles the undersigned in lieu thereof or in addition thereto under the Special Warrant Certificate) of IntelGenx Technologies Corp. (the “Corporation”); and

delivers herewith the above-mentioned Special Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Unit Shares and Warrants.

The undersigned hereby directs that the said Unit Shares and Warrants be registered as follows:

     Total: ______

certifies either (i) that the undersigned is not a U.S. Person or a person in the United States, and is not acquiring any of the Unit Shares or Warrants hereby subscribed for the account or benefit of a U.S. Person or a person in the United States, and none of the persons listed in paragraph (b) above is a U.S. Person or a person in the United States, other than an Accredited Investor as defined in Rule 501(a) under the U.S. Securities Act of 1933, as amended, or (ii) as of the date hereof there is an effective registration statement filed with the United States Securities and Exchange Commission covering the issuance of the Unit Shares and Warrants. For purposes hereof the terms “United States” and “U.S. Person” shall have the meanings ascribed to them in Regulation S under the U.S. Securities Act of 1933, as amended.

On receipt of an instrument signed in one or more counterparts by Holders entitled to acquire in the aggregate not less than 20% of the aggregate number of Common Shares which could be acquired pursuant to the exercise of all Special Warrants then unexercised and outstanding, requesting that the Corporation take some action or proceeding specified in such instrument (a “Holders' Request”) and upon being indemnified to its reasonable satisfaction by the Holders who signed such Holders' Request against the cost which may be incurred in connection with the calling and holding of such meeting, the Corporation shall call and convene a meeting of the Holders. In the event of the Corporation failing to so call a meeting within seven days after receipt of such Holders' Request and indemnity given as aforesaid, the Corporation or the Holders who signed such Holders' Request may call and convene such meeting. Every such meeting shall be held in the city of Toronto, Ontario, or at such other place as may be approved or determined by the Corporation.

At least 21 days’ prior notice of any meeting of Holders shall be given to the Holders and a copy of such notice shall be sent by mail. Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Holders to make a reasoned decision on the matter or matters to be brought before the meeting, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Schedule B.

An individual (who need not be a Warrantholder) designated in writing by the Corporation shall be chairman of any meeting of Holders and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose some individual present to be chairman.

Subject to the provisions of Section 11 of this Schedule B, at any meeting of the Holders a quorum shall consist of Holders present in person or by proxy and holding at least 20% of the aggregate number of the then outstanding Special Warrants, provided that at least two persons entitled to vote thereat are personally present. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Holders or on a Holders' Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a business day, in which case it shall be adjourned to the next following business day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting of Holders unless a quorum is present at the commencement of the meeting. At the adjourned meeting the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at least 20% of the aggregate number of the then outstanding Special Warrants.

The chairman of any meeting of Holders at which a quorum of the Holders is present may, with the consent of the meeting, adjourn any such meeting, and no notice of such adjustment need be given except such notice, if any, as the meeting may prescribe.

Every question submitted to a meeting of Holders shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an extraordinary resolution (as defined in Section 11 of this Schedule B) shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

On every extraordinary resolution, and on any other question submitted to a meeting of Holders and after a vote by show of hands when demanded by the chairman or by one or more of the Holders acting in person or by proxy, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by extraordinary resolution shall be decided by a majority of the votes cast on the poll. On a show of hands, every person who is present and entitled to vote, whether as a Warrantholder or as proxy for one or more absent Holders, or both, shall have one vote. On a poll, each Warrantholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Special Warrant then held or represented by him. A proxy need not be a Warrantholder. The chairman of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Special Warrants, if any, held or represented by him.

The Corporation may from time to time make and from time to time vary such regulations as it shall think fit for:

the setting of the record date for a meeting of Holders for the purpose of determining Holders entitled to receive notice of and to vote at the meeting;

the issue of voting certificates by any bank, trust company or other depository satisfactory to the Corporation stating that the Special Warrant Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual bearers of the Special Warrant Certificates specified therein;

the deposit of voting certificates and instruments appointing proxies at such place and time as the Corporation or the Holders convening the meeting, as the case may be, may in the notice convening the meeting direct;

the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, cabled or telegraphed or sent by other means of prepaid, transmitted, recorded communication before the meeting to the Corporation at the place where the meeting is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

the form of the instrument of proxy; and

generally for the calling of meetings of Holders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Except as such regulations may provide, the only persons who shall be recognized at any meeting as a Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 9 of this Schedule B), shall be Holders or their counsel, or proxies of Holders.

The Corporation by its directors and officers, and the counsel for the Corporation may attend any meeting of the Holders, but shall have no vote as such, unless in their capacity as a Warrantholder.

The Holders at a meeting shall, subject to the provisions of Section 11 of this Schedule B, have the power, exercisable from time to time by extraordinary resolution:

to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Holders under Special Warrant Certificates or on behalf of the Holders against the Corporation whether such rights arise under the Special Warrant Certificates or otherwise;

to amend, alter or repeal any extraordinary resolution previously passed or sanctioned by the Holders;

to direct or to authorize the enforcement of any of the covenants on the part of the Corporation contained in the Special Warrant Certificates or to enforce any of the rights of the Holders in any manner specified in such extraordinary resolution or to refrain from enforcing any such covenant or right;

to waive any default on the part of the Corporation in complying with any provisions of the Special Warrant Certificates either unconditionally or upon any conditions specified in such extraordinary resolution;

to restrain any Warrantholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation contained in the Special Warrant Certificates or to enforce any of the rights of the Holders;

to direct any Warrantholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Warrantholder in connection therewith;

to assent to any change in or omission from the provisions contained in the Special Warrant Certificates or any ancillary or supplemental instrument which may be agreed to by the Corporation; and

to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.

The expression “extraordinary resolution” when used in this Special Warrant Certificate means, subject to as hereinafter provided in this Section 11 and in Section 14 of this Schedule B, a resolution proposed at a meeting of Holders duly convened for that purpose and held in accordance with the provisions of this Schedule B, at which there are present in person or by proxy Holders holding at least 20% of the aggregate number of the then outstanding Special Warrants and passed by the affirmative votes of Holders holding not less than 66 2/3% of the aggregate number of the then outstanding Special Warrants represented at the meeting and voted on the poll upon such resolution.

If, at the meeting of Holders at which an extraordinary resolution is to be considered, Holders holding at least 20% of the aggregate number of the then outstanding Special Warrants are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Holders or on a Holders' Request, shall be dissolved, but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60 days later, and to such place and time as may be determined by the chairman. Not less than 10 days' prior notice shall be given of the time and place of such adjourned meeting. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote shall be an “extraordinary resolution” notwithstanding that Holders holding at least 20% of the aggregate number of the then outstanding Special Warrants are not present in person or by proxy at such adjourned meeting.

Votes on an extraordinary resolution shall always be given on a poll and no demand for a poll on an extraordinary resolution shall be necessary.

Any one or more of the powers or any combination of the powers exercisable by the Holders by extraordinary resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise such power or powers or combination of powers then or thereafter from time to time.

Minutes of all resolutions and proceedings at every meeting of Holders shall be made and duly entered in books to be provided from time to time for that purpose by the Corporation at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings taken, shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Schedule B may also be taken and exercised by Holders holding at least 66 2/3% of the aggregate number of the then outstanding Special Warrants by an instrument in writing signed in one or more counterparts by such Holders in person or by attorney duly appointed in writing, and the expression “extraordinary resolution” when used in this Special Warrant Certificate shall include an instrument so signed.

Every resolution and every extraordinary resolution passed in accordance with the provisions of this Schedule B at a meeting of Holders shall be binding upon all of the Holders, whether present at or absent from such meeting, and every instrument in writing signed by Holders in accordance with Section 14 of this Schedule B shall be binding upon all of the Holders, whether signatories thereto or not, and each and every Warrantholder shall be bound to give effect accordingly to every such resolution and instrument in writing.