Exhibit 10.8

CANADA, UNITED STATES

AND INTERNATIONAL

SUBSCRIPTION AGREEMENT

TO: XORTX THERAPEUTICS INC. (the "Corporation")

The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation set forth below (the "Units") for the aggregate subscription price set forth below (the "Aggregate Subscription Price"), representing a subscription price of Cdn. $0.14 per Unit, upon and subject to the terms and-conditions set forth in "Terms and Conditions of Subscription for Units of the Corporation" attached hereto (the "Terms and Conditions", and together with this page and the attached exhibits, the "Subscription Agreement"). Each Unit will be comprised of one common share of the Corporation ("Common Share") and one Common Share purchase warrant of the Corporation ("Warrant"). Each Warrant entitles the holder to purchase one Common Share ('Warrant Share") at a price of Cdn. $0.25 per Warrant Share for a period of one year following the Closing Date (as defined herein), provided, however, that, if, at any time following the expiry of the statutory four month plus one day hold period (the "Hold Period"), the closing price of the common shares on the Canadian Securities Exchange (the "Exchange") (or such other exchange as the shares of the Corporation are listed on) is greater than $0.35 for 10 or more consecutive trading days, the Warrants will be accelerated and the Warrants will expire on the 20th Business Day following the date of such notice. In addition to this face page, the Subscriber must also complete the applicable sections of the Terms and Conditions and the exhibits attached hereto, if applicable.

Notice is provided to the Subscriber and the Subscriber acknowledges that unless permitted under securities legislation, the holder of the Common Shares and Warrants underlying the Units acquired hereunder or Warrant Shares underlying the Warrants (including the Subscriber) must not trade such securities before the date that is four months and a day after the Closing Date.

This is the first page of an agreement comprised of 16 pages (not including Exhibits).

CANADA, UNITED STATES

AND INTERNATIONAL

ACCEPTANCE: The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.

Dated                                         , 2020.

XORTX THERAPEUTICS INC.

CANADA, UNITED STATES

AND INTERNATIONAL

TERMS AND CONDITIONS OF SUBSCRIPTION FOR

UNITS OF THE CORPORATION

Terms of the Offering

1.            The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser on whose behalf the Subscriber is contracting) that this subscription is subject to rejection or allotment by the Corporation in whole or in part at any time. If this subscription is rejected by the Corporation, this subscription and all monies tendered therewith shall be returned forthwith to the Subscriber, without interest or deduction.

2.            The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser on whose behalf the Subscriber is contracting) that the Units subscribed for by it hereunder form part of a larger issuance and sale by the Corporation of an aggregate of up to 36,000,000 Units, at an issue price of $0.14 per Unit, for aggregate gross proceeds of up to approximately

$5,040,000 (the “Offering”).

3.            The Subscriber is required to deliver the Aggregate Subscription Price prior to the Closing Date (as defined herein). The Subscriber’s obligation to provide the full amount of the Aggregate Subscription Price is irrevocable.

Terms of the Units

4.            Each Unit is comprised of one Common Share and one Warrant. The Common Shares and the Warrants comprising the Units will separate immediately upon the closing of the Offering.

5.            The Warrants will be created and issued pursuant to the terms of a definitive certificate representing the Warrants. The Warrants shall be subject to such other terms and conditions as may be determined by the Corporation and to the definitive terms of the warrant certificate.

6.            Each Warrant entitles the holder thereof to purchase one Warrant Share at an exercise price of

$0.25 per Warrant Share at any time prior to 4:30 p.m. (Calgary time) on or before the date that is one year following the Closing Date, provided, however, that, if, at any time following the expiry of the Hold Period, the closing price of the common shares on the Exchange (or such other exchange as the shares of the Corporation are listed on) is greater than $0.35 for 10 or more consecutive trading days, the Warrants will be accelerated and the Warrants will expire on the 20th business day following the date of such notice.

Representations, Warranties and Covenants of the Subscriber

7.            The Subscriber (on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser on whose behalf the Subscriber is contracting) (and for the purpose of the following representations, warranties and covenants, any reference to the “Subscriber” or “it” includes the Subscriber and each Disclosed Beneficial Purchaser on whose behalf the Subscriber is contracting) represents, warrants and covenants to the Corporation and its counsel (and acknowledges that the Corporation and its counsel are relying thereon) both at the date hereof and at the Closing Time (as defined herein) that:

CANADA, UNITED STATES

AND INTERNATIONAL

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE
THAT IS 4 MONTHS AND A DAY AFTER THE [THE CLOSING DATE].”; and

CANADA, UNITED STATES

AND INTERNATIONAL

____ (I)     a corporation that pre-existed the Offering and has a bona fide purpose other than the investment in the Offered Securities; or

____ (II)    a partnership, trust, fund and or association, syndicate organization or other organized group of persons, whether incorporated or not, that pre-existed the Offering of the Units and has a bona fide purpose other than the investment in the Offered Securities; or

____ (III)   an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative; or

____ (I)     a “director”, “executive officer” or “control person” (as such terms are defined in the Securities Act (British Columbia) or NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation, or of an “affiliate” (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation; or

____ (II)    a “spouse” (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement), parent, grandparent, brother, sister, child or grandchild of any person referred to in subparagraph (I) above; or

____ (III)   a parent, grandparent, brother, sister, child or grandchild of the spouse of any person referred to in subparagraph (I) above; or

____ (IV)   a “close personal friend” of any person referred to in subparagraph (I) above, and it certifies to the Corporation that it has reviewed and understands the guidance respecting the meaning of the phrase "close personal friend" set forth in Exhibit 2 hereto and has provided the details of that relationship in the Questionnaire attached hereto in Exhibit 2 and, if the Subscriber is resident in or otherwise subject to the applicable securities laws of Saskatchewan, the Subscriber has concurrently executed and delivered a Risk Acknowledgement Form in the form attached as Exhibit 3 to this Subscription Agreement; or

CANADA, UNITED STATES

AND INTERNATIONAL

____ (V)    a “close business associate” of any person referred to in subparagraph (I) above, and it certifies to the Corporation that it has reviewed and understands the guidance respecting the meaning of the phrase "close business associate" set forth in Exhibit 2 hereto and has provided the details of that relationship in the Questionnaire attached hereto in Exhibit 2 and if the Subscriber is resident in or otherwise subject to the applicable securities laws of Saskatchewan, the Subscriber has concurrently executed and delivered a Risk Acknowledgement Form in the form attached as Exhibit 3 to this Subscription Agreement; or

____ (VI)   a “founder” (as such term is defined in NI 45-106 and reproduced in Appendix A to Exhibit 1 of this Subscription Agreement) of the Corporation or a spouse, parent, grandparent, brother, sister, child, close personal friend or close business associate of a founder of the Corporation, and, if the Subscriber is a close personal friend or close business associate of a founder of the Corporation, has provided the details of that relationship in the Questionnaire attached hereto in Exhibit 2 and if the Subscriber is resident in or otherwise subject to the applicable securities laws of Saskatchewan, the Subscriber has concurrently executed the Risk Acknowledgement Form attached as Exhibit 3 to this Subscription Agreement;

____ (VII) a parent, grandparent, brother, sister, child or grandchild of the spouse of a founder of the Corporation; or

____ (VIII) a person of which a majority of the voting securities are beneficially owned by, or a majority of directors are, persons or companies described in subparagraphs (I) through (VII) above, and if the Subscriber is relying on persons who are close personal friends or close business associates of a director, executive officer, control person or founder of the Corporation, has provided the details of that relationship in the Questionnaire attached hereto in Exhibit 2 and if the Subscriber is resident in or otherwise subject to the applicable securities laws of Saskatchewan, the Subscriber has concurrently executed the Risk Acknowledgement Form attached as Exhibit 3 to this Subscription Agreement; or

____ (IX)  a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in subparagraphs (I) through (VII) above, and if the Subscriber is relying on persons who are close personal friends or close business associates of a director, executive officer, control person or founder of the Corporation, has provided the details of that relationship in the Questionnaire attached hereto in Exhibit 2 and if the Subscriber is resident in or otherwise subject to the applicable securities laws of Saskatchewan, the Subscriber has concurrently executed the Risk Acknowledgement Form attached as Exhibit 3 to this Subscription Agreement,

and in the case of a Subscriber resident in or otherwise subject to applicable securities laws of Ontario, then the Subscriber has completed and executed Exhibit 4 to this Subscription Agreement, which has also been completed and executed by the other persons specified as follows:

CANADA, UNITED STATES

AND INTERNATIONAL

CANADA, UNITED STATES

AND INTERNATIONAL

if applicable, has completed the Accredited Investor Risk Acknowledgment Form in the form attached as Appendix B to the Representation Letter; and

CANADA, UNITED STATES

AND INTERNATIONAL

CANADA, UNITED STATES

AND INTERNATIONAL

CANADA, UNITED STATES

AND INTERNATIONAL

CANADA, UNITED STATES

AND INTERNATIONAL

Representations, Warranties and Covenants of the Corporation

8.            By accepting this Subscription Agreement, the Corporation represents, warrants and covenants to the Subscriber (and acknowledges that the Subscriber is relying thereon) both at the date hereof and at the Closing Time that:

Closing

9.            The Subscriber agrees to deliver to the Corporation’s Corporate Secretary at cmay@xortx.com not later than 4:00 p.m. (Calgary time) on February 24, 2020, or by such other time as is acceptable to the Corporation:

10.          The Subscriber further agrees to deliver the Aggregate Subscription Price by way of wire transfer, certified cheque or bank draft payable to “McCarthy Tétrault LLP, in trust” for an amount equal to the Aggregate Subscription Price or payment of the same amount in such other manner as is acceptable to the Corporation not later than 4:00 p.m. (Calgary time) on February 24, 2020. If this Subscription Agreement is rejected in whole or in part, the Subscriber acknowledges that the unused portion of the Aggregate Subscription Price will be promptly returned to it without interest.

CANADA, UNITED STATES

AND INTERNATIONAL

If sending by wire, please send as follows:

If sending a certified cheque or bank draft, please send to:

McCarthy Tétrault LLP

Suite 4000, 421 – 7th Avenue S.W.
Calgary, Alberta T2P 4K9
Attention: Rick Pawluk

11.       The closing of the Offering will be completed at the offices of McCarthy Tétrault LLP, the Corporation’s counsel, at Suite 4000, 421 – 7th Avenue S.W., Calgary, Alberta. The closing will occur at 8:00 a.m. (Calgary time) or such other time agreed on by the Corporation (the “Closing Time”) on February 28, 2020 or such other date or dates agreed on by the Corporation (the “Closing Date”).

12.       The Corporation shall be entitled to rely on delivery of a facsimile or electronically scanned (PDF) copy of executed subscriptions, and acceptance by the Corporation of such facsimile or electronically scanned subscriptions shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. Notwithstanding the foregoing, upon the request of the Corporation, the Subscriber shall deliver originally executed copies of the documents listed in Section 9 hereof to the Corporation within two business days of such request. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document.

General

13.       The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time and will survive the completion of the issuance of the Common Shares and Warrants. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the eligibility of a purchaser of Units and the Subscriber agrees to indemnify the Corporation and its directors, officers, employees, advisors, affiliates, shareholders, partners and agents from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any document furnished by the Subscriber to the Corporation in connection herewith. The Subscriber undertakes to immediately notify the Corporation, c/o McCarthy Tétrault LLP, Suite 4000, 421 - 7th Avenue S.W., Calgary, Alberta T2P 4K9, Attention: Rick Pawluk (fax:       ) of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

CANADA, UNITED STATES

AND INTERNATIONAL

14.          The Subscriber, on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser for whom it is contracting hereunder, acknowledges and consents to the fact that the Corporation is collecting its personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time), or that of each Disclosed Beneficial Purchaser for whom it is contracting hereunder, for the purpose of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Units under applicable securities laws, preparing and registering certificates representing the Offered Securities to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber, on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser for whom it is contracting hereunder, acknowledges and consents to the Corporation retaining such personal information for as long as permitted or required by law or business practices. The Subscriber, on its own behalf and, if applicable, on behalf of each Disclosed Beneficial Purchaser for whom it is contracting hereunder, further acknowledges and consents to the fact that the Corporation may be required by the securities laws of the applicable jurisdictions, the rules and policies of any securities commission, stock exchange or the rules of the Investment Dealers Association of Canada to provide regulatory authorities with any personal information provided by the Subscriber in this Subscription Agreement. The Subscriber represents and warrants, as applicable, that it has the authority to provide the consents and acknowledgements set out in this paragraph on behalf of each Disclosed Beneficial Purchaser for whom it is contracting hereunder. In addition to the foregoing, it agrees and acknowledge that the Corporation may use and disclose its personal information, or that of each Disclosed Beneficial Purchaser for whom it is contracting hereunder, as follows:

CANADA, UNITED STATES

AND INTERNATIONAL

16.          The Subscriber represents and warrants that the funds representing the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) or the Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of the United States (the "Patriot Act"), and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (a) none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States of America, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (b) it will promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

17.          The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the sale of the Units to the Subscriber shall be borne by the Subscriber.

18.          The contract arising out of this Subscription Agreement and all documents relating thereto shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

19.          Time shall be of the essence hereof.

20.          This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

21.          The terms and provisions of this Subscription Agreement shall be binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for the assignment by a Subscriber who is acting as nominee or agent to the beneficial owner and as otherwise herein provided, this Subscription Agreement shall not be assignable by any party without prior written consent of the other parties.

CANADA, UNITED STATES

AND INTERNATIONAL

22.          The Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder, agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber, on its own behalf and, if applicable, on behalf of others for whom it is contracting hereunder.

23.          Neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged or terminated except only by a written instrument signed by each party against whom the waiver, change, discharge or termination is sought.

24.          The invalidity, illegality or unenforceability of any provision in this Subscription Agreement shall not affect the validity, legality or enforceability of any other provision hereof.

25.          The Subscriber acknowledges and agrees that acceptance of this Subscription Agreement will be conditional, among other things, upon the sale of Units to the Subscriber being exempt from any prospectus and offering memorandum requirements of all applicable securities laws. The Corporation will be deemed to have accepted this Subscription Agreement upon the delivery at closing of the certificates representing the Common Shares and Warrants to or upon the direction of the Subscriber in accordance with the provisions hereof.

26.          The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof.

27.          The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

28.          In this Subscription Agreement (including attachments), references to “$” or “Cdn. $” are to Canadian dollars.

29.          The Subscriber and each beneficial purchaser, if any, acknowledges its consent and requests that all documents evidencing or relating in any way to its purchase of Units be drawn up in the English language only. Nous reconnaissons par les présentes avoir consenti et demandé que tous les documents faisant foi ou se rapportant de quelque manière à l’achat des securities soient rédigés en anglais seulement.

In addition to completing the first page of this Subscription Agreement and the applicable sections of the Terms and Conditions, please also complete the attached exhibits, as applicable.

EXHIBIT 1
REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS)

In connection with the agreement to purchase units of the Corporation (“Units”), each Unit comprised of one common share in the capital of the Corporation (“Common Share”) and one half of one Common Share purchase warrant by the undersigned subscriber or, if applicable, the principal on whose behalf the undersigned is purchasing as agent (the “Subscriber” for the purposes of this Exhibit 1), hereby represents, warrants, covenants and certifies to the Corporation, both as at the date hereof and as of the Closing Time (as defined in the Subscription Agreement):

1.            The Subscriber is resident in or is otherwise subject to the applicable securities laws of a jurisdiction of Canada;

2.            The Subscriber is an “accredited investor”, as such term is defined: (A) if the Subscriber is resident in or otherwise subject to the applicable securities laws of a province of Canada other than Ontario, in National Instrument 45-106 entitled “Prospectus Exemptions” (“NI 45-106”) promulgated under applicable securities legislation in such jurisdictions; or (B) if the Subscriber is resident in or otherwise subject to the applicable securities laws of Ontario, in Section 73.3(1) of the Securities Act (Ontario), by virtue of satisfying the indicated criterion as set out in Appendix “A” to this Representation Letter.

3.            The Subscriber fully understands the meaning of the terms and conditions of the category of "accredited investor" applicable to it, has had an opportunity to discuss the meaning of the category of "accredited investor" applicable to it with a representative of the Corporation, and confirms that it has reviewed and understands the definitions in Appendix “A” to this Representation Letter in respect of the category of "accredited investor" applicable to it and, in particular, if the Subscriber is an "accredited investor" by virtue of satisfying paragraph (j), (j.1), (k) or (l) of Appendix “A” to this Representation Letter, it has reviewed and understands the meaning and calculation of "financial assets", "related liabilities" and "net assets", as applicable, contained in Appendix “A” hereto;

4.            The Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106;

5.            If the Subscriber is relying on paragraphs (j), (k) or (l) of the definition of “accredited investor” in NI 45-106, the Subscriber has executed and delivered a Risk Acknowledgment Form set out in Appendix “B” to this Representation Letter which, upon execution, shall be incorporated into and form a part of the Subscription Agreement and the Corporation and its counsel shall be entitled to rely thereon; and

6.            Upon execution of this Exhibit 1 by the Subscriber, this Exhibit 1 shall be incorporated into and form a part of the Subscription Agreement and the Corporation and its counsel shall be entitled to rely thereon.

APPENDIX “A” TO EXHIBIT 1

NOTE: THE INVESTOR MUST INITIAL OR OTHERWISE MARK BESIDE THE APPLICABLE PORTION OF THE DEFINITION BELOW.

Accredited Investor - (defined in National Instrument 45-106 or Section 73.3(1) of the Securities Act (Ontario)) means:

(Note: Financial assets include cash and securities, but do not include a personal residence – see the definition of "financial assets" below. Financial assets are generally liquid or relatively easy to liquidate. You must subtract any liabilities related to your financial assets to calculate your net financial assets—see the definition of "related liabilities" below. In the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of an individual there may be questions as to whether the individual beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financial assets: (i) physical or constructive possession of evidence of ownership of the financial asset; (ii) entitlement to receipt of any income generated by the financial asset; (iii) risk of loss of the value of the financial asset; and (iv) the ability to dispose of the financial asset or otherwise deal with it as you see fit. For example, securities held in a self-directed RRSP, for your sole benefit, are beneficially owned by you. In general, financial assets in a spousal RRSP would also be included for the purposes of the financial assets test in this paragraph (j); however, financial assets held in a group RRSP under which you do not have the ability to acquire the financial assets and deal with them directly are not considered to be beneficially owned by you. If you meet the higher financial asset threshold set out in paragraph (j.1) as an individual exclusive of your spouse, then initial paragraph (j.1) instead of this paragraph (j).)

Please provide the following information to the best of your knowledge based on the most recent information available to you:

(Note: If the Subscriber is relying on this category of Accredited Investor to purchase the Units, the Subscriber must also complete in duplicate Appendix “B” to this Representation Letter.)

(Note: See the definition of "financial assets" below and the guidance in paragraph (j) above. The financial assets of your spouse (including financial assets in a spousal RRSP) cannot be included in the calculation of net financial assets under this paragraph (j.1).)

Please provide the following information to the best of your knowledge based on the most recent information available to you:

Please provide the following information (based on your two most recent notices of assessment from the Canada Revenue Agency or equivalent):

(Note: If the Subscriber is relying on this category of Accredited Investor to purchase the Units, the Subscriber must also complete in duplicate Appendix “B” to this Representation Letter.)

(Note: To calculate net assets, take the value of your total assets (which may include a personal residence) and subtract your total liabilities (which may include a mortgage or equity line of credit). The value attributed to assets should reasonably reflect their estimated fair value. Income tax should be considered a liability if the obligation to pay it is outstanding at the Closing Date.)

Please provide the following information by subtracting your total liabilities from your total assets:

(Note: If the Subscriber is relying on this category of Accredited Investor to purchase the Units, the Subscriber must also complete in duplicate Appendix “B” to this Representation Letter.)

(Note: if individual accredited investors wish to purchase through wholly-owned holding companies or similar entities, such purchasing entities must qualify under paragraphs (t) or (w) below, which must be initialed and the applicable information provided.)

If you initialed (t), then indicate the name and category of accredited investor (by reference to the applicable letter above) of each of the owners of interests (attach additional pages if more than three):

Note: If you initialed (w), then indicate the name and category of accredited investor (by reference to the applicable letter above) of each of the following (attach additional pages if more than three trustees):

For the purposes hereof:

and includes

Affiliated Entities, Control and Subsidiaries

All monetary references are in Canadian dollars

APPENDIX “B” TO EXHIBIT 1

RISK ACKNOWLEDGEMENT FORM FOR CERTAIN INDIVIDUAL ACCREDITED INVESTORS

To be completed by individuals investing under categories (j), (k) or (l) of the definition of "accredited investor" in National Instrument 45-106 – Prospectus Exemptions, which are reproduced in Appendix “A” to Exhibit 1 as paragraphs (j), (k) or (l), as applicable. Note that individuals investing under category (j.1) of the definition of "accredited investor" in National Instrument 45-106 – Prospectus Exemptions do not need to complete this form.

Form instructions:

EXHIBIT 2

CLOSE PERSONAL FRIEND/CLOSE BUSINESS ASSOCIATE QUESTIONNAIRE

To be completed by Subscribers to whom section 7(e)(iii)(IV), (V), (VI), (VIII) or (IX) of the Subscription Agreement applies.

Name of director, executive officer, control person or founder of whom Subscriber is a close personal friend/close business associate

Length of relationship

Details of relationship or prior business dealings

The undersigned understands that the Corporation is relying on this information in determining to sell securities to the undersigned in a manner exempt from the registration and prospectus requirements of applicable securities laws.

Date:                                          .

MEANING OF "CLOSE PERSONAL FRIEND" AND "CLOSE BUSINESS ASSOCIATE" AS DESCRIBED IN COMPANION POLICY 45-106CP TO NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS

Meaning of "close personal friend"

A "close personal friend" of a director, executive officer, founder or control person of an issuer is an individual who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment. The term "close personal friend" can include a family member who is not already specifically identified in the exemptions if the family member satisfies the criteria described above.

The following factors are relevant in determining whether a relationship is that of a close personal friend:

An individual is not a close personal friend solely because the individual is:

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available to a close personal friend of a close personal friend of a director of the issuer.

A relationship that is primarily founded on participation in an Internet forum is not considered to be a relationship of a close personal friend.

Meaning of "close business associate"

A "close business associate" is an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the issuer to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant in determining whether a relationship is that of a close business associate:

An individual is not a close business associate solely because the individual is:

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available for a close business associate of a close business associate of a director of the issuer.

A relationship that is primarily founded on participation in an Internet forum is not considered to be a relationship of a close business associate.

EXHIBIT 3

RISK ACKNOWLEDGEMENT FORM

(Saskatchewan Close Friends and Close Business Associates Only)

WARNING 

Risk Acknowledgement

Saskatchewan Close Personal Friends and Close Business Associates

I acknowledge that this is a risky investment:

I am investing $                      [total consideration] in total; this includes any amount I am obliged to pay in future.

I am a close personal friend or close business associate of                     [state name], who is a                      [state title - founder, director, executive officer or control person] of                      [state name of issuer or its affiliate – if an affiliate state “an affiliate of the issuer” and give the issuer’s name].

I acknowledge that I am purchasing based on my close relationship with ___ ______________ [state name of founder, director, executive officer or control person] of                      [state name of issuer or its affiliate – if an affiliate state “an affiliate of the issuer” and give the issuer’s name] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.

Sign two copies of this document. Keep one copy for your records.

You are buying Exempt Market Securities

They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.

You may not receive any written information about the issuer or its business

If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.

You will not receive advice

Unless you consult your own professional advisors, you will not get professional advice about whether the investment is suitable for you.

EXHIBIT 4

RISK ACKNOWLEDGEMENT FORM FOR ONTARIO FAMILY,

FRIENDS AND BUSINESS ASSOCIATES

Form instructions:

For the purposes of a Subscriber resident in or otherwise subject to applicable securities laws of Ontario relying on paragraph 7(e)(iii) of the Subscription Agreement to which this Exhibit 4 is attached, then this Exhibit must be signed by all of the following:

EXHIBIT 5

CERTIFICATION OF U.S. PURCHASER

(Capitalized terms not specifically defined in this Exhibit have the meaning ascribed to them in the Subscription Agreement to which this Exhibit is attached.)

In connection with the execution of the Subscription Agreement to which this Exhibit is attached, the undersigned (the "Purchaser") represents, warrants, covenants, agrees and certifies (which representations, warranties, covenants, agreements and certifications shall survive the Closing) to the Corporation, the Agents, the US Affiliates and their respective counsel (and acknowledges that the Corporation, the Agents, the US Affiliates and their respective counsel are relying thereon) that:

¹ “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary residence) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home's estimated fair market value as long as the mortgage was incurred more than 60 days before the Offered Securities are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the Offered Securities are purchased.

in each case accordance with applicable state securities laws; and

the Purchaser has prior to any transfer pursuant to clauses (iii)(B) or (iv) (and, if required by the Corporation, or the transfer agent for the Corporation, clause (ii)) above, furnished to the Corporation an opinion of counsel of recognized standing, or other evidence, reasonably satisfactory to the Corporation, to the effect that such proposed transfer does not require registration under the U.S. Securities Act or applicable state securities laws.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF XORTX THERAPEUTICS INC. (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT (“REGULATION S”), (C) IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) PURSUANT TO ANOTHER EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS, AFTER, IN THE CASE OF TRANSFERS PURSUANT TO CLAUSE (C)(2) OR (D) (OR IF REQUIRED BY THE CORPORATION, OR ITS TRANSFER AGENT, CLAUSE (B)) ABOVE, THE HOLDER HAS PROVIDED TO THE CORPORATION A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION, TO THE EFFECT

THAT THE SALE OF SUCH SECURITIES IS NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

THESE SECURITIES MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”

provided, that if Offered Securities are being sold under Rule 904 of Regulation S in accordance with clause (B) above, at the time of sale the legend above may be removed by providing a duly completed and signed declaration to the Corporation and the transfer agent for the Corporation, in the form of Exhibit I attached to this Certificate (or in such other form as the Corporation may prescribe), together with any other evidence reasonably requested by the Corporation or transfer agent, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the transfer of the Offered Securities does not require registration under the U.S. Securities Act;

provided further, that if any of the Offered Securities are being sold pursuant to Rule 144, if available, the legend may be removed by delivering to the Corporation and the transfer agent for the Offered Securities being sold an opinion of counsel of recognized standing reasonably satisfactory to the Corporation and transfer agent for the Offered Securities being sold, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws.

Upon the Purchaser’s compliance with either Rule 904 of Regulation S or Rule 144, and the Subscription Agreement, including this Certification, the Corporation shall use its reasonable commercial efforts to cause the transfer agent to remove the foregoing legend within two business days of receipt of the foregoing.

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

The Purchaser undertakes to notify the Corporation, the Agents and the US Affiliates immediately of any change in any representation, warranty or other information relating to the Purchaser or any Beneficial Purchaser set forth herein which takes place prior to the Closing.

Dated: _____________________________, 2020.

EXHIBIT I TO CERTIFICATION OF U.S. PURCHASER

DECLARATION FOR REMOVAL OF LEGEND

The undersigned (a) acknowledges that the current sale of                 Common Shares of XORTX Therapeutics Inc. (the “Corporation”) to which this declaration relates, represented by certificate number              , is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either

(A)       at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or

(B)       the transaction was executed in, on or through the facilities of the Toronto Stock Exchange or TSX Venture Exchange (or another “designated offshore securities market,” as defined in Regulation S) and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any “directed selling efforts” (as defined in Regulation S) in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions that, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Unless otherwise defined herein, terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Affirmation by Seller’s Broker-Dealer (required for sales pursuant to Section (b)(2)(B) above)

We have read the representation letter of              (the “Seller”) dated                  , 20    , pursuant to which the Seller has requested that we sell, for the Seller’s account,                  [common shares] [warrants] represented by certificate number (the “Securities”) of the Corporation. We have executed sales of the Securities pursuant to Rule 904 of Regulation S on behalf of the Seller. In that connection, we hereby represent to you as follows:

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United Stated of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Corporation shall be entitled to rely upon the representations, warranties and covenants contained in this letter to the same extent as if this letter had been addressed to them.

EXHIBIT 6