”) to be dated the Closing Date between the Corporation, Inspiration and the Escrow Agent under which
Inspiration will be restricted from disposing of the Inspiration Escrowed Shares for a twelve (12) month period.
During the term of the Inspiration Escrow Agreement, Inspiration will be entitled to exercise all voting rights
attached to the Inspiration Escrowed Shares. The Inspiration Escrow Agreement will provide for the release of all
Inspiration Escrowed Shares at the end of the twelve (12) month period, at which time the Inspiration Escrowed
Shares will have no transfer restrictions attached to them and will be free trading, subject to any resale restrictions
imposed by the Venture Exchange and the securities regulatory authorities of Ontario, Alberta and British Columbia,
as discussed below.
During the term of the Inspiration Escrow Agreement, Inspiration will be entitled to dividend-out the Inspiration
Escrowed Shares to its shareholders, as set out under the section entitled "Principal Holders of Securities" of this
prospectus, at which point the Inspiration Escrow Agreement will be terminated, provided that the Corporation (i)
provides at least seven (7) days prior written notice to the Venture Exchange of the proposed dividend and (ii)
provides to the Venture Exchange confirmation that any principals of the Corporation who receive Inspiration
Escrowed Shares upon the dividend will deposit such shares with the Escrow Agent to be held in escrow pursuant to
the Escrow Agreement.
In the event that the Inspiration Escrowed Shares have not been dividended-out by Inspiration at the end of the
twelve (12) month period (at the termination of the Inspiration Escrow Agreement), the Common Shares then held
by Inspiration will be deposited with the Escrow Agent to be held in escrow pursuant to the same terms and
conditions as the Escrow Agreement. Upon the aforementioned deposit of such Common Shares with the Escrow
Agent, Inspiration will have the benefit of an immediate release from escrow of that number of Common Shares
held by Inspiration that would have been released from escrow if Inspiration had been subject to the Escrow
Agreement from the effective date of the Escrow Agreement.