Escrow Agreement among Berkeley Capital Corp. II



 EXHIBIT 4.9 

 

 

 FORM 2F 
 CPC ESCROW AGREEMENT 
 THIS AGREEMENT is made as of the
31st day of August, 2007 
 AMONG: 
 Berkeley Capital
Corp. II (the Issuer) 
 AND: 
 Equity Transfer & Trust Company (the Escrow Agent) 
 AND: 
 EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER 
 (a Securityholder or you) 
 (collectively, the Parties) 
 This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with
a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange). 
 For good and valuable consideration, the
Parties agree as follows: 
 PART 1 ESCROW 
  

	1.1	Appointment of Escrow Agent 

 The Issuer
and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment. 
  

	1.2	Deposit of Escrow Securities in Escrow 

  

	(1)	You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this
Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive. 

  

  

					
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	(2)	If you receive any shares of the Issuer upon exercise of a stock option granted by the Issuer prior to Completion of the Qualifying Transaction, (option securities)
you will deposit them with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those option securities. When this Agreement refers to escrow securities, it includes
option securities. 

  

	(3)	If you receive any other securities (additional escrow securities): 

  

	 	(a)	as a dividend or other distribution on escrow securities; 

  

	 	(b)	on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants;


  

	 	(c)	on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or 

  

	 	(d)	from a successor issuer in a business combination, if Part 7 of this Agreement applies, 

 you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates
or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities. 
  

	(4)	You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of option securities or additional escrow securities issued to
you. 

  

	1.3	Direction to Escrow Agent 

 The Issuer and
the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement. 
 PART 2 RELEASE OF ESCROW SECURITIES 
  

	2.1	Release Provisions 

 The provisions of
Schedule B(1) - CPC Escrow Securities is incorporated into and forms part of this Agreement. 
  

	2.2	Release Provisions for Option Securities 

 The Escrow Agent will release any option securities upon receiving notice from the Exchange that the Issuer has completed a Qualifying Transaction. 
  

  

					
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	2.3	Additional escrow securities 

 If you
acquire additional escrow securities in connection with the transaction to which this agreement relates, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of
the escrow securities will be released in accordance with the applicable release schedule. 
  

	2.4	Delivery of Share Certificates for Escrow Securities 

 The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as
soon as reasonably practicable after the release. 
  

	2.5	Replacement Certificates 

 If, on the date
a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other
evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow
Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released.
The Escrow Agent and Issuer will act as soon as reasonably practicable. 
  

	2.6	Release upon Death 

  

	(1)	If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other
evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative provided that: 

  

	 	(a)	the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to release the escrow securities as at a specified date
which is at least 10 business days and not more than 30 business days prior to the proposed release; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


  

	(2)	Prior to delivery the Escrow Agent must receive: 

  

	 	(a)	a certified copy of the death certificate; and 

  

	 	(b)	any evidence of the legal representative’s status that the Escrow Agent may reasonably require. 

  

  

					
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	2.7	Exchange Discretion to Terminate 

 If the
Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities from escrow until it receives the
written consent of the Exchange. 
  

	2.8	Discretionary Applications 

 The Exchange
may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Escrow securities may be released from escrow provided that the Escrow Agent receives written notice from the
Exchange. 
 PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS 
  

	3.1	Early Release – Graduation to Tier 1 

  

	(1)	When a CPC or Resulting Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes. 

  

	(2)	If the Issuer reasonably believes that it meets the Minimum Listing Requirements of a Tier 1 Issuer as described in Policy 2.1 – Minimum Listing
Requirements, the Issuer may make application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application. 

  

	(3)	If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1.
Upon issuance of this Bulletin the Issuer must immediately: 

  

	 	(a)	issue a news release disclosing: 

  

	 	(i)	that it has been accepted for graduation to Tier 1; and 

  

	 	(ii)	the number of escrow securities to be released and the dates of release under the new schedule; and 

  

	 	(b)	provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent. 

  

	(4)	Upon completion of the steps in section 3.1(3) above, the Issuer’s release schedule B(1) will be replaced with release schedule B(2).


  

	(5)	Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow Agent must release any escrow securities from escrow which under the
new release schedule would have been releasable at a date prior to the Exchange Bulletin. 

  

  

					
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 PART 4 CANCELLATION OF ESCROWED SECURITIES 
  

	4.1	Delisting of the CPC 

 If the Issuer fails
to complete a Qualifying Transaction, as defined in the applicable Exchange Policy, within 24 months following the date of listing of the Issuer and the Exchange issues an Exchange Bulletin that the Issuer will be delisted, the Issuer must
immediately notify the Escrow Agent. 
  

	4.2	Cancellation of Certain Escrow Securities Held by Related Parties of the CPC 

  

	(1)	If the Issuer is delisted prior to Completion of a Qualifying Transaction, 

  

	 	(a)	the Escrow Agent will deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities held by Related
Parties to the CPC which were purchased prior to the IPO of the CPC at a discount to the IPO price. (the Discount Seed Shares); and 

  

	 	(b)	the Issuer and the Escrow Agent must either: 

  

	 	(i)	take such action as is necessary to cancel the Discount Seed Shares pursuant to the Policy, or 

  

	 	(ii)	if the Issuer is moved to NEX, take such action as is necessary to immediately cancel that number of Discount Seed Shares held by Related Parties to the CPC as
determined by a vote of the shareholders of the Issuer pursuant to section 14.13 of the Policy. 

  

	(2)	For the purposes of cancellation of Discount Seed Shares, each Securityholder irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint
substitute attorneys, as necessary. 

  

	4.3	Cancellation of Other Escrow Securities 

  

	(1)	 Any escrow securities which have not been released from escrow under this Agreement as at 4:30 p.m. (Vancouver time) or 5:30 p.m. (Calgary time) on the
date which is the 10th anniversary of the date of
delisting from the Exchange must immediately be cancelled. The Escrow Agent must deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrowed securities. The Issuer and Escrow Agent must take
all actions as may be necessary to expeditiously effect cancellation. 


  

	(2)	For the purposes of cancellation of escrow securities under this Agreement, each Securityholder hereby irrevocably appoints the Escrow Agent as his or her attorney,
with authority to appoint substitute attorneys, as necessary. 

  

  

					
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 PART 5. DEALING WITH ESCROW SECURITIES 
  

	5.1	Restriction on Transfer, etc. 

 Unless it
is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of
the escrow securities. If a Securityholder is a private company controlled by one or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure
of the Principals to the risks of holding escrow securities. 
  

	5.2	Pledge, Mortgage or Charge as Collateral for a Loan 

 Subject to Exchange Acceptance, you may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates
or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the
escrow securities to satisfy the loan. 
  

	5.3	Voting of Escrow Securities 

 Although you
may exercise voting rights attached to your escrow securities, you may not, while your securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would
result in the repayment of capital being made on the escrow securities prior to a winding up of the Issuer. 
  

	5.4	Dividends on Escrow Securities 

 You may
receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than
additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt. 
  

	5.5	Exercise of Other Rights Attaching to Escrow Securities 

 You may exercise your rights to exchange or convert your escrow securities in accordance with this agreement. 
  

  

					
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 PART 6 PERMITTED TRANSFERS WITHIN ESCROW 
  

	6.1	Transfer to Directors and Senior Officers 

  

	(1)	You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material
operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that: 

  

	 	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of
the proposed transfer; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


  

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	a certified copy of the resolution of the board of directors of the Issuer approving the transfer; 

  

	 	(b)	a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material
operating subsidiary and that any required acceptance from the Exchange on which the Issuer is listed has been received; 

  

	 	(c)	an acknowledgment in the form of Form 5E signed by the transferee; and 

  

	 	(d)	a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.


  

	(3)	A transfer within escrow is a trade within the meaning of securities legislation and may require an exemption or discretionary order. 

  

	6.2	Transfer to Other Principals 

  

	(1)	You may transfer escrow securities within escrow: 

  

	 	(a)	to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or


  

	 	(b)	to a person or company that after the proposed transfer 

  

	 	(i)	will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and 

  

  

					
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	 	(ii)	has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries, 

 provided that: 
  

	 	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of
the proposed transfer; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


  

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	a certificate signed by a director or officer of the Issuer authorized to sign, stating that: 

  

	 	(i)	the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s
outstanding securities before the proposed transfer; or 

  

	 	(ii)	the transfer is to a person or company that: 

  

	 	(A)	the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and


  

	 	(B)	has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries 

 after the proposed transfer; and 
  

	 	(iii)	any required approval from the Exchange has been received; 

  

	 	(b)	an acknowledgment in the form of Form 5E signed by the transferee; and 

  

	 	(c)	a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.


  

  

					
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	6.3	Transfer upon Bankruptcy 

  

	(1)	You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy provided that


  

	 	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of
the proposed transfer; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


  

	(2)	Prior to the transfer, the Escrow Agent must receive: 

  

	 	(a)	a certified copy of either 

  

	 	(i)	the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or 

  

	 	(ii)	the receiving order adjudging the Securityholder bankrupt; 

  

	 	(b)	a certified copy of a certificate of appointment of the trustee in bankruptcy; 

  

	 	(c)	a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and


  

	 	(d)	an acknowledgment in the form of Form 5E signed by 

  

	 	(i)	the trustee in bankruptcy or 

  

	 	(ii)	on direction from the trustee, with evidence of that direction attached to the acknowledgment form, another person or company legally entitled to the escrow securities.


  

	6.4	Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities 

  

	(1)	You may transfer within escrow to a financial institution provided that: 

  

	 	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of
the proposed transfer; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


  

  

					
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	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities;


  

	 	(b)	evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial institution; 

  

	 	(c)	a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; 

 and 
  

	 	(d)	an acknowledgement in the form of Form 5E signed by the financial institution. 

  

	6.5	Transfer to Certain Plans and Funds 

  

	(1)	You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar
registered plan or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that. 

  

	 	(a)	you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of
the proposed transfer; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.


  

	(2)	Prior to the transfer the Escrow Agent must receive: 

  

	 	(a)	evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the
RRSP or RRIF or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents; 

  

	 	(b)	a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and 

  

	 	(c)	an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund. 

  

  

					
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	6.6	Effect of Transfer Within Escrow 

 After
the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the transfer. The Escrow Agent will not
deliver any share certificates or other evidence of escrow securities to the transferees under this Part 6. 
  

	6.7	Discretionary Applications 

 The Exchange
may consent to the transfer within escrow of escrow securities in other circumstances and on such terms and conditions as it deems appropriate. 
 PART 7 BUSINESS COMBINATIONS 
  

	7.1	Business Combinations 

 This Part applies
to the following (business combinations): 
  

	 	(a)	a formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in a change of control of the Issuer


  

	 	(b)	a formal issuer bid for all outstanding equity securities of the Issuer 

  

	 	(c)	a statutory arrangement 

  

	 	(d)	an amalgamation 

  

	 	(e)	a merger 

  

	 	(f)	a reorganization that has an effect similar to an amalgamation or merger 

  


	7.2	Delivery to Escrow Agent 

 You may tender
your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent: 
  

	 	(a)	a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of
the escrow securities, and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any
other documentation specified or provided by you and required to be delivered to the depositary under the business combination; 

  

	 	(b)	written consent of the Exchange; and 

  

	 	(c)	any other information concerning the business combination as the Escrow Agent may reasonably require. 

  

  

					
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	7.3	Delivery to Depositary 

 As soon as
reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 7.2, the Escrow Agent will deliver to the depositary, in accordance with the direction,
any share certificates or other evidence of the escrow securities and a letter addressed to the depositary that 
  

	 	(a)	identifies the escrow securities that are being tendered; 

  

	 	(b)	states that the escrow securities are held in escrow; 

  

	 	(c)	states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent
receives the information described in section 7.4; 

  

	 	(d)	if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as
soon as practicable, the share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and 

  

	 	(e)	where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, share certificates or other evidence of
additional escrow securities that you acquire under the business combination. 

  

	7.4	Release of Escrow Securities to Depositary 

  

	(1)	The Escrow Agent will release from escrow the tendered escrow securities provided that: 

  

	 	(a)	you or the Issuer make application under the applicable Exchange Policy of the intent to release the tendered securities on a date at least 10 business days and not
more than 30 business days prior to the date of the proposed release date; and 

  

	 	(b)	the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date;


  

	 	(c)	the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in
respect of the business combination, by that other person or company, that 

  

	 	(i)	the terms and conditions of the business combination have been met or waived; and 

  

	 	(ii)	the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination.


  

  

					
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	7.5	Escrow of New Securities 

 If you receive
securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities. 
  

	7.6	Release from Escrow of New Securities 

  

	(1)	The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder’s new securities as soon as reasonably practicable after
the Escrow Agent receives 

  

	 	(a)	a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign 

  

	 	(i)	stating that it is a successor issuer to the Issuer as a result of a business combination; 

  

	 	(ii)	containing a list of the securityholders whose new securities are subject to escrow under section 7.5; 

  

	 	(iii)	containing a list of the securityholders whose new securities are not subject to escrow under section 7.5; and 

  

	 	(b)	written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 7.5; and


  

	(2)	If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your new securities in escrow on the same terms and
conditions, including release dates, as applied to the escrow securities that you exchanged. 

  

	(3)	If the Issuer is a Tier 2 Issuer, and the successor issuer is a Tier 1 Issuer, the release provisions relating to graduation will apply. 

 PART 8 RESIGNATION OF ESCROW AGENT 
  

	8.1	Resignation of Escrow Agent 

  

	(1)	If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer and the Exchange. 

  

	(2)	If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange. 


 

  

					
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	(3)	If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or
termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. 

  

	(4)	The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after
the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the resignation or termination date), provided that the resignation or
termination date will not be less than 10 business days before a release date. 

  

	(5)	If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s
expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. 

  

	(6)	On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally
named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to
the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow
Agent. 

  

	(7)	If any changes are made to Part 9 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy
and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities. 

 PART 9 OTHER CONTRACTUAL ARRANGEMENTS 
  

	9.1	Escrow Agent Not a Trustee 

 The Escrow
Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be,
created hereby and the Escrow Agent shall owe no duties hereunder as a trustee. 
  

	9.2	Escrow Agent Not Responsible for Genuineness 

 The Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any escrow security deposited with it. 
  

  

					
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	9.3	Escrow Agent Not Responsible for Furnished Information 

 The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party
purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within escrow under this Agreement. 
  

	9.4	Escrow Agent Not Responsible after Release 

 The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement. 
  

	9.5	Indemnification of Escrow Agent 

  

	(1)	The Issuer and each Securityholder jointly and severally: 

  

	 	(a)	release, indemnify and save harmless the Escrow Agent from all liabilities, actions, costs (including legal costs, expenses and disbursements), charges, claims,
demands, damages, losses and expenses resulting from or arising out of the Escrow Agent’s performance of its duties under this Agreement in good faith; 

  

	 	(b)	agree not to make or bring a claim or demand, or commence any action, against the Escrow Agent in respect of its performance of its duties under this Agreement in good
faith; and 

  

	 	(c)	agree to indemnify and save harmless the Escrow Agent from all costs (including legal costs, expenses and disbursements) and damages that the Escrow Agent incurs or is
required by law to pay as a result of any person’s claim, demand or action in connection with the Escrow Agent’s performance of its duties under this Agreement in good faith. 

  

	(2)	This indemnity survives the release of the escrow securities, the resignation or termination of the Escrow Agent and the termination of this Agreement.


  

	(3)	Equity shall be liable for claims or damages only to an aggregate maximum amount equal to the amount of fees paid by the Issuer to Equity under this agreement hereunder
in the twelve months preceding the last of the events giving rise to such claims or damages, except to the extent that Equity has acted in bad faith or engaged in willful misconduct. In no event shall Equity be liable for indirect or consequential
damages. 

  

	9.6	Additional Provisions 

  

	(1)	 The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request,
waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as Documents) furnished to it and signed by any person required to or entitled to execute and deliver to



  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 15










	 	 
the Escrow Agent any such Documents in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy
of any information therein contained, which it in good faith believes to be genuine. 


  

	(2)	The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this
Agreement unless received by it in writing, and signed by the other Parties and approved by the securities regulators with jurisdiction as set out in section 8.1, and, if the duties or indemnification of the Escrow Agent in this Agreement are
affected, unless it has given its prior written consent. 

  

	(3)	The Escrow Agent may retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this
Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the
Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. 

  

	(4)	In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all
demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. 

  

	(5)	The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility arising under any other
agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. 

  

	9.7	Remuneration of Escrow Agent 

 The Issuer
will pay the Escrow Agent reasonable remuneration for its services under this Agreement and reimburse the Escrow Agent for its expenses and disbursements in accordance with Escrow Agent’s Schedule of Fees accepted by the Issuer on July 24,
2007. 
  

	9.8	Notice to Escrow Agent 

 The Issuer shall
forthwith provide a copy of the Exchange Bulletin, confirmation of listing and posting for trading of the subject escrowed shares or such other relevant document to the Escrow Agent as it shall require in order to make the required releases. No
duty shall rest with the Escrow Agent to obtain this information independently nor shall it be held liable for any loss, claim, suit or action, howsoever caused by any delay in providing this information to it. 
  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 16









 PART 10 INDEMNIFICATION OF THE EXCHANGE 
  

	10.1	Indemnification 

  

	(1)	The Issuer and each Securityholder jointly and severally: 

  

	 	(a)	release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities,
losses and expenses incurred by the Exchange; 

  

	 	(b)	agree not to make or bring a claim or demand, or commence any action, against the Exchange; and 

  

	 	(c)	agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result
of any person’s claim, demand or action, 

 arising from any and every act or omission committed or omitted by
the Exchange, in connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement. 
  

	(2)	This indemnity survives the release of the escrow securities and the termination of this Agreement. 

 PART 11 NOTICES 
  

	11.1	Notice to Escrow Agent 

 Documents will be
considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing,
if delivered by mail, to the following: 
 Name: Equity Transfer & Trust Company 
 Address: 200 University Ave, Suite 410 
     Toronto, ON 5MH 4H1 
 Contact Person: Stephen Headford 
 Facsimile: (416) 361-0470 
  

  

					
	 FORM 2F
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 17










	11.2	Notice to Issuer 

 Documents will be
considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after
the date of mailing, if delivered by mail, to the following: 
 Name: Berkeley Capital Corp. II 
 Address: 48 Yonge Street, Suite 1000 
 Toronto, ON M5E 1G6 
 Contact Person: Anthony Lacavera 
 Facsimile: (416) 640-1089 
  

	11.3	Deliveries to Securityholders 

 Documents
will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share
register. 
 Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s
address on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with
each securityholder’s address as listed on the Issuer’s share register. 
  

	11.4	Change of Address 

  

	(1)	The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder. 


 

	(2)	The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder. 


 

	(3)	A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent.


  

	11.5	Postal Interruption 

 A party to this
Agreement will not mail a Document if the party is aware of an actual or impending disruption of postal service. 
 PART 12 GENERAL

  

	12.1	Interpretation – holding securities 

 Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall have the meanings as defined in Policy 1.1 - Interpretation or in Policy 5.4 - Escrow, Vendor Consideration and
Resale Restrictions. 
 When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder
has direct or indirect beneficial ownership of or control or direction over the securities. 
  

  

					
	 FORM 2F
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	 	CPC ESCROW AGREEMENT	 	Page 18










	12.2	Enforcement by Third Parties 

 The Issuer
enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer, or both. 
  

	12.3	Termination, Amendment, and Waiver of Agreement 

  

	(1)	Subject to subsection 12.3(3), this Agreement shall only terminate: 

  

	 	(a)	with respect to all the Parties: 

  

	 	(i)	as specifically provided in this Agreement; 

  

	 	(ii)	subject to section 12.3(2), upon the agreement of all Parties; or 

  

	 	(iii)	when the escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and 

  

	 	(b)	with respect to a Party: 

  

	 	(i)	as specifically provided in this Agreement; or 

  

	 	(ii)	if the Party is a Securityholder, when all of the Securityholder’s escrow securities have been released from escrow pursuant to this Agreement.


  

	(2)	An agreement to terminate this Agreement pursuant to section 12.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate 


 

	 	(a)	is evidenced by a memorandum in writing signed by all Parties; 

  

	 	(b)	has been consented to in writing by the Exchange; and 

  

	 	(c)	has been approved by a majority of securityholders of the Issuer who are not Securityholders. 

  

	(3)	Notwithstanding any other provision in this Agreement, the obligations set forth in section 10.1 shall survive the termination of this Agreement and the resignation or
removal of the Escrow Agent. 

  

	(4)	No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: 

  

	 	(a)	is evidenced by a memorandum in writing signed by all Parties; 

  

	 	(b)	has been approved in writing by the Exchange; and 

  

	 	(c)	has been approved by a majority of securityholders of the Issuer who are not Securityholders. 

  

  

					
	 FORM 2F
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	 	CPC ESCROW AGREEMENT	 	Page 19










	(5)	No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver
constitute a continuing waiver, unless expressly provided. 

  

	12.4	Severance of Illegal Provision 

 Any
provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability,
and the rest of the Agreement and all other provisions and parts thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included
in this Agreement. 
  

	12.5	Further Assurances 

 The Parties will
execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement. 
  

	12.6	Time 

 Time is of the essence of this
Agreement. 
  

	12.7	Consent of Exchange to Amendment 

 The
Exchange must approve any amendment to this Agreement. 
  

	12.8	Additional Escrow Requirements 

 A
Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement. 
  

	12.9	Governing Laws 

 The laws of the Province
of Ontario and the applicable laws of Canada will govern this Agreement. 
  

	12.10	Counterparts 

 The Parties may execute
this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be one agreement. 
  

	12.11	Singular and Plural 

 Wherever a singular
expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context. 
  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 20










	12.12	Language 

 This Agreement has been drawn
up in the English language at the request of all parties. Cet acte a été rédigé en anglais à la demande de toutes les parties. 
  

	12.13	Benefit and Binding Effect 

 This
Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement. 
  

	12.14	Entire Agreement 

 This is the entire
agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings and agreements. 
  

	12.15	Successor to Escrow Agent 

 Any
corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part
or on the part or any of the Parties, provided that the successor is recognized by the Exchange. 
 (The rest of this page is
intentionally left blank) 
  

  

					
	 FORM 2F
 (as at April
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	 	CPC ESCROW AGREEMENT	 	Page 21









 The Parties have executed and delivered this Agreement as of the date set out above.

  

	
	EQUITY TRANSFER & TRUST COMPANY
	
	 /S/ FARZANA SHEIKH

	Authorized signatory
	
	 /S/ TERRENCE A. MARTINUK

	Authorized signatory
	
	BERKELEY CAPITAL CORP. II
	
	 /S/ ANTHONY LACAVERA

	Authorized signatory
	
	  
 Authorized
signatory


  

  

					
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	 	CPC ESCROW AGREEMENT	 	Page 22










							
	 Signed, sealed and delivered by
	 	)	    		  	
	Anthony Lacavera in the presence of:	 	)	    		  	
		 	)	    		  	
	 Simon Lockie
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 204 Berkeley Street
	 	)	    	 /S/ ANTHONY LACAVERA
	  	
	Address	 	)	    	Anthony Lacavera	  	
		 	)	    		  	
	 Toronto, ON M5A2X4
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Lawyer
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 23










							
	Signed, sealed and delivered by	 	)	    		  	
	Michael Drake in the presence of:	 	)	    		  	
		 	)	    		  	
	 Brett A. Whalen
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 43 Albert Street
	 	)	    	 /S/ MICHAEL DRAKE
	  	
	Address	 	)	    	Michael Drake	  	
		 	)	    		  	
	 Markham, ON L3P 2T4
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Investment Banking
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 24










							
	 Signed, sealed and delivered by
	 	)	    		  	
	Kevin K. Rooney in the presence of:	 	)	    		  	
		 	)	    		  	
	 Camille Formosa
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 150 Post Street, Suite 650
	 	)	    	 /S/ KEVIN K. ROONEY
	  	
	Address	 	)	    	Kevin K. Rooney	  	
		 	)	    		  	
	 San Francisco, CA 94108
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Attorney
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 25










							
	Signed, sealed and delivered by	 	)	    		  	
	John Drake in the presence of:	 	)	    		  	
		 	)	    		  	
	 Kelly Miles
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 856 Griffith Street
	 	)	    	 /S/ JOHN DRAKE
	  	
	Address	 	)	    	John Drake	  	
		 	)	    		  	
	 London, ON
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Accountant
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 26










							
	Signed, sealed and delivered by	 	)	    		  	
	Brice Scheschuk in the presence of:	 	)	    		  	
		 	)	    		  	
	 Simon Lockie
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 204 Berkeley Street
	 	)	    	 /S/ BRICE SCHESCHUK
	  	
	Address	 	)	    	Brice Scheschuk	  	
		 	)	    		  	
	 Toronto, ON M5A2X4
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Lawyer
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 27










							
	Signed, sealed and delivered by	 	)	    		  	
	Simon Lockie in the presence of:	 	)	    		  	
		 	)	    		  	
	 Brice Scheschuk
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 285 Silver Birch Ave
	 	)	    	 /S/ SIMON LOCKIE
	  	
	Address	 	)	    	Simon Lockie	  	
		 	)	    		  	
	 Toronto, ON M4E 3L6
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 CFO / Chartered Accountant
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
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 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 28










							
	Signed, sealed and delivered by	 	)	    		  	
	David Roff in the presence of:	 	)	    		  	
		 	)	    		  	
	 Simon Lockie
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 204 Berkeley Street
	 	 )
	    	 /S/ DAVID ROFF
	  	
	Address	 	)	    	David Roff	  	
		 	)	    		  	
	 Toronto, ON M5A2X4
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Lawyer
	 	)	    		  	
	Occupation	 	)	    		  	

  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 29










							
	Signed, sealed and delivered by	 	)	    	 	  	 
	John Zammit in the presence of:	 	)	    		  	
		 	)	    		  	
	 Lisa Calendar
	 	)	    		  	
	Name	 	)	    		  	
		 	)	    		  	
	 Providenciales
	 	)	    	 /S/ JOHN ZAMMIT
	  	
	Address	 	)	    	John Zammit	  	
		 	)	    		  	
	 Turks and Caicos Islands
	 	)	    		  	
		 	)	    		  	
		 	)	    		  	
	 Chartered Accountant
	 	)	    		  	
	 Occupation
	 	)	    		  	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 30









 SCHEDULE “A” TO ESCROW AGREEMENT 
 Securityholder 
  

					
	Name:	  	Anthony Lacavera                            	  	
			
	Signature:	  	 /S/ ANTHONY LACAVERA
	  	

 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
 Securities: 
  

					
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	1,333,333	 	C-2

  

  

					
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 (as at April
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	 	CPC ESCROW AGREEMENT	 	Page 31









 Securityholder 
  

					
	Name:	  	Michael Drake                                	  	
			
	Signature:	  	 /S/ MICHAEL DRAKE
	  	

 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 		 	
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	 1,333,333
	 	 C-3


  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 32









 Securityholder 
  

					
	Name:	  	Kevin K. Rooney                            	  	
			
	Signature:	  	 /S/ KEVIN K. ROONEY
	  	

 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	1,333,333	 	C-1

  

  

					
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 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 33









 Securityholder 
  

					
	Name:	  	John Drake                                	  	
			
	Signature:	  	 /s/ JOHN DRAKE
	  	

 Address for Notice: 
 1370 Sprucedale Ave. 
 London, Ontario N5X 2N8 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	450,000	 	C-8

  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 34









 Securityholder 
  

					
	Name:	  	Brice Scheschuk                            	  	
			
	Signature:	  	 /S/ BRICE SCHESCHUK
	  	

 Address for Notice: 
 285 Silver Birch Ave. 
 Toronto, Ontario M4E 3L6 
  

					
	 Securities:
  
	 		 	
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	450,000	 	C-5

  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 35









 Securityholder 
  

					
	Name:	  	Simon Lockie                            	  	
			
	Signature:	  	 /s/ SIMON LOCKIE
	  	

 Address for Notice: 
 204 Berkeley Street 
 Toronto, Ontario M5A 2X4 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	200,000	 	C-7

  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 36









 Securityholder 
  

					
	Name:	  	David Roff                            	  	
			
	Signature:	  	 /S/ DAVID ROFF
	  	

 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	450,000	 	C-4

  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 37









 Securityholder 
  

					
	Name:	  	John Zammit                            	  	
			
	Signature:	  	 /S/ JOHN ZAMMIT
	  	

 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	450,000	 	C-6

  

  

					
	 FORM 2F
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 38









 SCHEDULE B(1) – CPC ESCROW SECURITIES 
 RELEASE SCHEDULE 
 Timed Release 
  

					
	 Release Dates
	  	 Percentage of Total Escrowed
 Securities to be Released
	  	 Total Number of Escrowed
 Securities to be Released

	 [Insert date of Final Exchange Bulletin]
	  	 10%
 1/10 of your escrow securities
	  	599,999
			
	 [Insert date 6 months following Final Exchange Bulletin]
	  	 1/6 of your remaining escrow
 securities
	  	900,000
			
	 [Insert date 12 months following Final Exchange Bulletin]
	  	 1/5 of your remaining escrow
 securities
	  	900,000
			
	 [Insert date 18 months following Final Exchange Bulletin]
	  	 1/4 of your remaining escrow
 securities
	  	900,000
			
	 [Insert date 24 months following Final Exchange Bulletin]
	  	 1/3 of your remaining escrow
 securities
	  	900,000
			
	 [Insert date 30 months following Final Exchange Bulletin]
	  	 1/2 of your remaining escrow
 securities
	  	900,000
			
	 [Insert date 36 months following Final Exchange Bulletin]
	  	 all of your remaining
 escrowed securities
	  	900,000
		  	 	  	 
	 TOTAL
	  	100%	  	5,999,999
		  	 	  	 

  

	*	In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above
results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. 

  

  

					
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13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 39









 SCHEDULE B(2) – TIER 1 ISSUER - ESCROW SECURITIES 
 RELEASE SCHEDULE 
 Timed Release 
  

					
	 Release Dates
	  	 Percentage of Total Escrowed
 Securities to be Released
	  	 Total Number of Escrowed
 Securities to be Released

	 [Insert date of Final Exchange Bulletin]
	  	 1/4 of your escrow
 securities
	  	1,499,999
			
	 [Insert date 6 months following Final Exchange Bulletin]
	  	 25%
 1/3 of your remaining
 escrow securities
	  	1,500,000
			
	 [Insert date 12 months following Final Exchange Bulletin]
	  	 1/2 of your remaining
 escrow securities
	  	1,500,000
			
	 [Insert date 18 months following Final Exchange Bulletin]
	  	 all of your remaining
 escrowed securities
	  	1,500,000
		  	 	  	 
	 TOTAL
	  	100%	  	5,999,999
		  	 	  	 

  

	*	In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined
above results in the escrow securities being released in equal tranches of 25%. 

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 40









 ASSIGNMENT AGREEMENT 
 This Assignment Agreement (this “Agreement”) is being executed and delivered as of June 5, 2009 by Berkeley Capital Corp. II,
a corporation existing under the laws of the Province of Ontario (“Assignor”), Med BioGene Inc., a corporation existing under the laws of the Province of British Columbia (“Assignee”), Equity Transfer & Trust Company
(“Escrow Agent”) and those individuals (“Shareholders”) holding escrowed securities of the Assignor (the “Assignor Securities”), in connection with the closing of the Assignor’s Qualifying Transaction (as that term
is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual (the “Manual”)). Assignor, Assignee, Escrow Agent and Shareholders are sometimes referred to hereafter as the “Parties”.

 RECITALS 
 WHEREAS, Assignor, Escrow Agent and Shareholders are parties to a Form 2F CPC Escrow Agreement dated August 31, 2007 (the “Escrow Agreement”), which provides for the Assignor Securities to be held in escrow by the
Escrow Agent and released by the Escrow Agent in accordance therewith upon the completion of a Qualifying Transaction of Assignor. 
 WHEREAS, Assignor and Assignee have entered into a subscription agreement dated as of the date hereof, whereby Assignor subscribed for and purchased $620,600 of units of Med BioGene in a private placement of Med BioGene as its
Qualifying Transaction. 
 WHEREAS, Following the date hereof, Assignor will, as promptly as practicable, undertake the necessary steps
to allow it to distribute the Med BioGene common shares and warrants underlying the Med BioGene Units (the “Med BioGene Securities”) pro rata to its shareholders and thereafter to be delisted from the TSXV and dissolved. The securities of
Assignor will cease to exist upon Assignor’s dissolution. 
 WHEREAS, in order to ensure that all Med BioGene Securities distributed
to the Shareholders will be held in escrow under the same terms as the Assignor’s Securities are held in escrow, the Parties desire to effect an assignment of the Escrow Agreement from Assignor to Assignee and specify that, upon completion of
the Assignor’s Qualifying Transaction, the Med BioGene Securities held by the Shareholders as a result of the aforementioned distribution will be held in escrow pursuant to the terms and conditions of the Escrow Agreement. 
 NOW THEREFORE, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and
agree as follows: 
 1. Assignment. Effective on the date hereof, Assignor hereby assigns the Escrow Agreement and all
rights and obligations thereunder to Assignee and Assignee, Escrow Agent and Shareholders hereby consent to the assignment of the Escrow Agreement (the “Assignment”). The Med BioGene Securities received by the Shareholders based on their
pro rata ownership of Assignor in connection with the Qualifying Transaction shall remain subject to the terms and conditions of the Escrow Agreement. In connection with the Assignment, Assignee hereby assumes all of Assignor’s rights and
obligations under the Escrow Agreement, subject to the policies of the TSXV. The parties hereto acknowledge and agree that the Escrow Agreement shall continue in full force and effect in accordance with its terms. 
  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 41









 2. Consent of TSXV. The Parties understand and acknowledge that the consent of the
TSXV to this Agreement is required prior to its effectiveness. 
 3. Miscellaneous. 
 a. Governing Law. The laws of the Province of Ontario and the applicable laws of Canada will govern this Agreement. 
 b. Counterparts. The Parties may execute this Agreement by fax or other means of electronic transmission and in counterparts, each of
which will be considered an original and all of which will be one agreement. 
 c. Amendment/Waiver. No amendment or
waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: 
  

	 	i.	is evidenced by a memorandum in writing signed by all Parties; 

  

	 	ii.	has been approved in writing by the TSXV; and 

  

	 	iii.	has been approved by a majority of securityholders of the Assignee who are not Shareholders. 

 d. Language. This Agreement has been drawn up in the English language at the request of all parties. Cet acte a été
rédigé en anglais à la demande de toutes les parties. 
 e. Benefit and Binding Effect. This
Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement. 
 f. Entire Agreement. The Escrow Agreement, as assigned by this Agreement, is the entire agreement among the Parties concerning the
subject matter set out in this Agreement and supersedes any and all prior understandings and agreements. 
 [Remainder of page
intentionally left blank] 
  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 42









 The Parties have executed and delivered this Agreement as of the date set out above.

  

			
	EQUITY TRANSFER & TRUST COMPANY	 	 
		
	 /S/ LUISA M. ROBERTO
	 	
	Authorized signatory	 	
		
	 /S/ ROSA VIEIRA
	 	
	Authorized signatory	 	
		
	BERKELEY CAPITAL CORP. II	 	
		
	 /S/ ANTHONY LACAVERA
	 	
	Authorized signatory	 	
		
	 /S/ MICHAEL DRAKE
	 	
	Authorized signatory	 	
		
	SHAREHOLDERS	 	
		
	 /S/ ANTHONY LACAVERA
	 	
	Anthony Lacavera	 	
		
	 /S/ MICHAEL DRAKE
	 	
	Michael Drake	 	
		
	 /S/ KEVIN K. ROONEY
	 	
	Kevin K. Rooney	 	
		
	 /S/ JOHN DRAKE
	 	
	John Drake	 	
		
	 /S/ BRICE SCHESCHUK
	 	
	Brice Scheschuk	 	
		
	 /S/ SIMON LOCKIE
	 	
	Simon Lockie	 	
		
	 /S/ DAVID ROFF
	 	
	David Roff	 	
		
	 /S/ JOHN ZAMMIT
	 	
	John Zammit	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 43









 The Parties have executed and delivered this Agreement as of the date set out above.

  

	
	MED BIOGENE INC.
	
	 /S/ ERINN BROSHKO

	Authorized signatory

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 44









 SCHEDULE A 
 (to Assignment Agreement) 
 Securityholder 

Name: Anthony Lacavera 
 Address for
Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	940,302	 	
	 Warrants
	 	470,151	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 45









 Securityholder 
 Name: Michael Drake 
 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	940,302	 	
	Warrants	 	470,151	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 46









 Securityholder 
 Name: Kevin K. Rooney 
 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	940,302	 	
	Warrants	 	470,151	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 47









 Securityholder 
 Name: John Drake 
 Address for Notice: 
 1370 Sprucedale Ave. 
 London,
Ontario N5X 2N8 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	317,352	 	
	Warrants	 	158,676	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 48









 Securityholder 
 Name: Brice Scheschuk 
 Address for Notice: 
 15 Long Crescent 
 Toronto,
Ontario M4E 1N7 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	 Common
	 	317,352	 	
	 Warrants
	 	158,676	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 49









 Securityholder 
 Name: Simon Lockie 
 Address for Notice: 
 204 Berkeley Street 
 Toronto,
Ontario M5A 2X4 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	141,045	 	
	Warrants	 	70,522	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 50









 Securityholder 
 Name: David Roff 
 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	317,352	 	
	Warrants	 	158,676	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 51









 Securityholder 
 Name: John Zammit 
 Address for Notice: 
 48 Yonge Street, Suite 1000 
 Toronto, Ontario M5E 1G6 
  

					
	 Securities:
  
	 	 	 	 
	 Class or description
	 	 Number
	 	 Certificate(s) (if applicable)

	Common	 	317,352	 	
	Warrants	 	158,676	 	

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 52









 SCHEDULE B(1) 
 (to Assignment Agreement) 
 CPC ESCROW SECURITIES

 RELEASE SCHEDULE 
 Timed Release 
  

					
	 Release Dates
	  	 Percentage of Total Escrowed
 Securities to be Released
	  	 Total Number of Escrowed
 Securities to be Released

	 [Insert date of Final Exchange Bulletin]
	  	 10%
 1/10 of your escrow securities
	  	634,703
			
	 [Insert date 6 months following Final Exchange Bulletin]
	  	 1/6 of your remaining escrow
 securities
	  	952,055
			
	 [Insert date 12 months following Final Exchange Bulletin]
	  	 1/5 of your remaining escrow
 securities
	  	952,055
			
	 [Insert date 18 months following Final Exchange Bulletin]
	  	 1/4 of your remaining escrow
 securities
	  	952,055
			
	 [Insert date 24 months following Final Exchange Bulletin]
	  	 1/3 of your remaining escrow
 securities
	  	952,055
			
	 [Insert date 30 months following Final Exchange Bulletin]
	  	 1/2 of your remaining escrow
 securities
	  	952,055
			
	 [Insert date 36 months following Final Exchange Bulletin]
	  	all of your remaining escrowed securities	  	952,060
		  	 	  	 
	 TOTAL
	  	100%	  	6,347,038
		  	 	  	 

  

	*	In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above
results in the escrow securities being released in equal tranches of 15% after completion of the release on the date of the Final Exchange Bulletin. 

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 53









 SCHEDULE B(2) 
 (to Amendment Agreement) 
 TIER 1 ISSUER - ESCROW
SECURITIES 
 RELEASE SCHEDULE 
 Timed Release 
  

					
	 Release Dates
	  	 Percentage of Total Escrowed
 Securities to be Released
	  	 Total Number of Escrowed
 Securities to be Released

	 [Insert date of Final Exchange Bulletin]
	  	1/4 of your escrow securities	  	1,586,759
			
	 [Insert date 6 months following Final Exchange Bulletin]
	  	 25%
 1/3 of your remaining escrow
 securities
	  	1,586,759
			
	 [Insert date 12 months following Final Exchange Bulletin]
	  	 1/2 of your remaining escrow
 securities
	  	1,586,759
			
	 [Insert date 18 months following Final Exchange Bulletin]
	  	 all of your remaining
 escrowed securities
	  	1,586,761
		  	 	  	 
	 TOTAL
	  	100%	  	6,347,038
		  	 	  	 

  

	*	In the simplest case, where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined
above results in the escrow securities being released in equal tranches of 25%. 

  

  

					
	 FORM 2F
 (as at April
13, 2005)
	 	CPC ESCROW AGREEMENT	 	Page 54