IntelGenx Technologies Corp.: Exhibit 10.2 - Filed by newsfilecorp.com







	FIRST SUPPLEMENTAL TRUST INDENTURE TO THE TRUST
      INDENTURE DATED AS 
	OF JULY 12, 2017 
	  
	  
	  
	  
	between 
	 
	INTELGENX TECHNOLOGIES CORP. 
	 
	and 
	 
	TSX Trust Company 
	  
	  
	  
	  
	providing for the issue of 
	Convertible Unsecured Subordinated Debentures
  
	 
	Dated as of August 8, 2017







TABLE OF CONTENTS

	Article 1 	INTERPRETATION 	3 
	 	 	 
	1.1 	To Be Read
      with Indenture 	3 
	1.2 	Definitions 	4 
	 	 	 
	Article 2 	AMENDMENTS TO THE INDENTURE
      	4 
	 	 	 
	2.1 	Amendments 	4 
	 	 	 
	Article 3 	CONCERNING THIS TRUST
      INDENTURE 	4 
	 	 	 
	3.1 	Concerning this Trust
      Indenture 	4 
	 	 	 
	Article 4 	MISCELLANEOUS 	5 
	 	 	 
	4.1 	Acceptance of Trust 	5 
	4.2 	Execution
    	5 
	4.3 	Confirmation of Indenture
    	5 


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THIS FIRST SUPPLEMENTAL TRUST INDENTURE TO THE TRUST
INDENTURE DATED AS OF JULY 12, 2017 is made as of August 8, 2017

	BETWEEN: 	INTELGENX TECHNOLOGIES CORP., a
      corporation incorporated under the laws of Delaware 


(hereinafter referred to as the “Corporation”)

	AND: 	TSX TRUST COMPANY, a trust company
      incorporated under the federal laws of Canada 


(hereinafter referred to as the “Debenture Trustee”)

WHEREAS the Corporation and the Debenture Trustee
entered into a trust indenture dated as of July 12, 2017 (the
“Indenture”); 

WHEREAS this first supplemental trust indenture to the
Indenture (the “First Supplemental Indenture”) is entered into for the
purpose of increasing the aggregate principal amount of Debentures authorized to
be issued under the Indenture from $6,838,000 to $7,600,000; 

WHEREAS the Indenture provides that the Corporation will
ensure that the Debentures issued under the Indenture together with any other
securities issued by the Corporation under an indenture in reliance upon the
exemption afforded in Section 304(a) of the United States Trust Indenture Act of
1939, as amended, within the same period of thirty six (36) consecutive months
as any Debenture issued under the Indenture shall not exceed more than
$10,000,000 in aggregate principal; 

WHEREAS the amendment is not inconsistent with the terms
of the Indenture and is not prejudicial to the interests of the
Debentureholders; 

AND WHEREAS the foregoing recitals are made as
representations and statements of fact by the Corporation and not by the
Debenture Trustee; 

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and
valuable consideration mutually given and received, the receipt and sufficiency
of which is hereby acknowledged, it is hereby covenanted, agreed and declared as
follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      To Be Read with Indenture



This First Supplemental Indenture is a “supplemental indenture”
as that term is used in the Indenture. The Indenture and the First Supplemental
Indenture shall be read together and shall have effect as though all of the
provisions of both indentures were contained in one instrument. 

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	1.2 	
      Definitions



In this First Supplemental Indenture, unless there is something
in the subject matter or context inconsistent therewith, the following
expressions shall have the following meanings. Capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the Indenture: 

	 	1.2.1 	
      “First Supplemental Indenture” has the meaning set
      forth in the preamble hereto; and

	 	 	 
	 	1.2.2 	
      “Indenture” has the meaning set forth in the
      preamble hereto.



ARTICLE 2 
AMENDMENTS TO THE INDENTURE 

	2.1 	
      Amendments




	 	2.1.1 	
      Section 2.1 of the Indenture is hereby deleted in its
      entirety and replaced by the following:

	 	 	 
	 		
      “The Debentures authorized to be issued hereunder shall
      be limited to no more than $7,600,000 aggregate principal amount and shall
      be designated as “8,00% Convertible Unsecured Subordinated Debts due June
      30, 2020”.

	 	 	 
	 		
      The Debenture Trustee has been appointed as transfer
      agent and registrar of the Debentures.”

	 	 	 
	 	2.1.2 	
      Section 2.2(b) of the Indenture is hereby deleted in its
      entirety and replaced by the following:

	 	 	 
	 		
      “Interest. The Debentures will bear interest from,
      and including, July 12, 2017 at the rate of 8.00% per annum, payable in
      equal semi-annual payments in arrears on June 30 and December 31 of each
      year, the first such payment falling due on December 31, 2017 and the last
      such payment falling due on June 30, 2020, payable after as well as before
      maturity and after as well as before default, with interest on amounts in
      default at the same rate, compounded semi-annually. The first interest
      payment will include interest accrued from and including July 12, 2017 to
      but excluding December 31, 2017 and will be in an amount equal to $37.70
      per $1,000 principal amount of the Debentures.”



ARTICLE 3 
CONCERNING THIS TRUST INDENTURE


	3.1 	
      Concerning this Trust
Indenture



To the extent of any conflict between the description of the
Debentures in any term sheet, prospectus or other offering document which
qualifies for distribution any Debentures governed by this Trust Indenture, the
terms and conditions of this Trust Indenture shall be take precedence and
govern. 

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ARTICLE 4 
MISCELLANEOUS 

	4.1 	
      Acceptance of Trust



The Debenture Trustee hereby accepts the trusts in this First
Supplemental Indenture declared and provided for and agrees to perform the same
upon the terms and conditions set forth in this First Supplemental Indenture and
the Indenture and to hold all rights, privileges and benefits conferred hereby
and by law in trust for the various persons who will from time to time be
Debentureholders, subject to all the terms and conditions set forth in this
First Supplemental Indenture and the Indenture. 

	4.2 	
      Execution



This First Supplemental Indenture may be executed and delivered
by facsimile and in counterparts, each of which when so executed and delivered
will be deemed to be an original and such counterparts together constitute one
and the same instrument and notwithstanding their date of execution they are
deemed to be dated as of the date hereof. 

	4.3 	
      Confirmation of Indenture



The Indenture as amended and supplemented by this First
Supplemental Indenture is in all respects confirmed. 

[Remainder of this page intentionally left blank.] 

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IN WITNESS WHEREOF the parties hereto have executed this
First Supplemental Indenture as of the date first written above. 


	INTELGENX TECHNOLOGIES CORP. 
	  	  	  
	Per: 	(s) Horst G. Zerbe 
	  	Name: 	Horst G. Zerbe 
	  	Title: 	Chief Executive Officer 
	  	  	  
	TSX TRUST COMPANY 
	  	  	  
	Per: 	(s) Don Crawford 
	  	Name: 	Don Crawford 
	  	Title: 	Senior Trust Officer 
	  	  	  
	Per: 	(s) Derrice Richards 
	  	Name: 	Derrice Richards 
	  	Title: 	Senior Advisor Trust Services




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