Exhibit 4(E) 


 


ESCROW
AGREEMENTS


 

















 





FORM 5D


 


ESCROW
AGREEMENT


VALUE
SECURITY


 


THIS
AGREEMENT is made as of the 30th day of November, 2005


 


AMONG:


 


Challenger
Energy Corp.


 


(the “Issuer”)


 


AND:


 


Computershare
Investor Services Inc.


 


(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 5.4 - Escrow, Vendor
Consideration and Resale Restrictions (the Policy) in
connection with an Amalgamation of the Issuer and Global Express Energy Inc.,
which was approved by the shareholders of the Issuer and Global Express Energy
Inc. on November 30, 2005. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Minimum Listing Requirements.


 


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.


 


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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.


 


(2)                                  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 6 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.


 


(3)                                  You
will immediately deliver to the Escrow Agent any replacement share certificates
or other evidence of 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 Schedules B(1) and B(2) are
incorporated into and form part of this Agreement.


 


2.2                               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


 


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the number of
remaining escrow securities. After that, all of the escrow securities will be
released in accordance with the applicable release schedule.


 


2.3                               Additional
Requirements for Tier 2 Surplus Escrow Securities


 


Where
securities are subject to a Tier 2 Surplus Security Escrow Agreement, the
following additional conditions apply:


 


(1)                                  The
escrow securities will be cancelled if the asset, property, business or
interest therein in consideration of which the securities were issued, is lost,
or abandoned, or the operations or development of such asset, property or
business is discontinued.


 


(2)                                  The
Escrow Agent will not release escrow securities from escrow under schedule B(4)
unless the Escrow Agent has received, within the 15 days prior to the release
date, a certificate from the Issuer that:


 


(a)                                  is
signed by two directors or officers of the Issuer;


 


(b)                                 is
dated not more than 30 days prior to the release date;


 


(c)                                  states
that the assets for which the escrow securities were issued (the “Assets”) were
included as assets on the balance sheet of the Issuer in the most recent
financial statements filed by the Issuer with the Exchange; and


 


(d)                                 states
that the Issuer has no reasonable knowledge that the Assets will not be
included as assets on the balance sheet of the Issuer in the next financial
statements to be filed by the Issuer with the Exchange.


 


(3)                                  If,
at any time during the term of this Agreement, the Escrow Agent is prohibited
from releasing escrow securities on a release date specified schedule B(4) as a
result of section 2.3(2) above, then the Escrow Agent will not release any
further escrow securities from escrow without the written consent of the
Exchange.


 


(4)                                  If
as a result of this section 2.3, the Escrow Agent does not release escrow
securities from escrow for a period of five years, then:


 


(a)                                  the
Escrow Agent will deliver a notice to the Issuer, and will include with the
notice any certificates that the Escrow Agent holds which evidence the escrow
securities; and


 


(b)                                 the
Issuer and the Escrow Agent will take such action as is necessary to cancel the
escrow securities.


 


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


 


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. 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 Tier 2 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:


 


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


 


(ii)                                  disclosing
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
will be replaced as follows:


 


	
  Applicable Schedule Pre-Graduation

  	
   

  	
  Applicable
  Schedule Post-Graduation

  
	
  Schedule
  B(2)

  	
   

  	
  Schedule
  B(1)

  



 


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(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 securities which
under the new release schedule would have been releasable at a date prior to
the Exchange Bulletin.


 


PART 4                                                    DEALING
WITH ESCROW SECURITIES


 


4.1                               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.


 


4.2                               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.


 


4.3                               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.


 


4.4                               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.


 


4.5                               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 5                                                    PERMITTED
TRANSFERS WITHIN ESCROW


 


5.1                               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 to transfer under the Policy 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 the Issuer is listed on 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.


 


5.2                               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


 


(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:


 


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


 


(d)                                 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 or any other exchange on which the Issuer
is listed 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.


 


5.3                               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 to transfer under the Policy 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
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
acknowledgement form, another person or company legally entitled to the escrow
securities.


 


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


 


(1)                                  You
may transfer escrow securities you have pledged, mortgaged or charged under
section 4.2 to a financial institution as collateral for a loan within escrow
to the lender on realization provided that:


 


(a)                                  you
make application to transfer under the Policy 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
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.


 


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5.5                               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 to transfer under the Policy 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.


 


5.6                               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 the escrow
securities to transferees under this Part 5.


 


5.7                               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.


 


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PART 6                                                    BUSINESS
COMBINATIONS


 


6.1                               Business
Combinations


 


This Part
applies to the following (business
combinations):


 


(a)                                  a
formal take-over bid for all outstanding 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


 


6.2                               Delivery
to Escrow Agent


 


(1)                                  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.


 


6.3                               Delivery
to Depositary


 


(1)                                  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 6.2, 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;


 


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(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 6.4;


 


(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.


 


6.4                               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 to release the tendered securities under the
Policy 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.


 


6.5                               Escrow
of New Securities


 


(1)                                  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, unless, immediately
after completion of the business combination,


 


(a)                                  the
successor issuer is an exempt issuer as defined in the National Policy;


 


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(b)                                 the
escrow holder was subject to a Value Security Escrow Agreement and is not a
Principal of the successor issuer; and


 


(c)                                  the
escrow holder holds less than 1% of the voting rights attached to the successor
issuer’s outstanding securities. (In calculating this percentage, include
securities that may be issued to the escrow holder under outstanding
convertible securities in both the escrow holders securities and the total
securities outstanding.)


 


6.6                               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 6.5;


 


(iii)                               containing
a list of the securityholders whose new securities are not subject to escrow
under section 6.5;


 


(b)                                 written
confirmation from the Exchange that it has accepted the list of Securityholders
whose new securities are not subject to escrow under section 6.5; and


 


(2)                                  The
escrow securities of the Securityholders whose securities are not subject to
escrow under section 6.5, will be released, and the Escrow Agent will send any
share certificates or other evidence of the escrow securities in the possession
of the Escrow Agent in accordance with section 2.4.


 


(3)                                  If
your new securities are subject to escrow, unless subsection (4) 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.


 


(4)                                  If
the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the
release provisions in section 3.1(4) relating to graduation will apply.


 


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PART 7                                                    RESIGNATION
OF ESCROW AGENT


 


7.1                               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.


 


(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 8 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
fie a copy of the new Agreement with the Exchange.


 


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PART 8                                                    OTHER
CONTRACTUAL ARRANGEMENTS


 


8.1                               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.


 


8.2                               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.


 


8.3                               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.


 


8.4                               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.


 


8.5                               Indemnification
of Escrow Agent


 


The Issuer and
each Securityholder hereby jointly and severally agree to indemnify and hold
harmless the Escrow Agent, its affiliates, and their current and former
directors, officers, employees and agents from and against any and all claims,
demands, losses, penalties, costs, expenses, fees and liabilities, including,
without limitation, legal fees and expenses, directly or indirectly arising out
of, in connection with, or in respect of, this Agreement, except where same
result directly and principally from gross negligence, wilful misconduct or bad
faith on the part of the Escrow Agent. This indemnity survives the release of
the escrow securities, the resignation or termination of the Escrow Agent and
the termination of this Agreement.


 


8.6                               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 purportedly signed by any officer or person required to or
entitled to execute and deliver to the Escrow Agent any such Document 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,


 


15

















 


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 Exchange, 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 consult with or 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 under the
Policy or arising under any other agreement, including any agreement referred
to in this Agreement, to which the Escrow Agent is not a party.


 


(6)                                  The
Escrow Agent will have the right not to act and will not be liable for refusing
to act unless it has received clear and reasonable documentation that complies
with the terms of this Agreement. Such documentation must not require the
exercise of any discretion or independent judgment.


 


(7)                                  The
Escrow Agent is authorized to cancel any share certificate delivered to it and
hold such Securityholder’s escrow securities in electronic, or uncertificated
form only, pending release of such securities from escrow.


 


(8)                                  The
Escrow Agent will have no responsibility with respect to any escrow securities
in respect of which no share certificate or other evidence or electronic or uncertificated
form of these securities has been delivered to it, or otherwise received by it.


 


(9)                                  Any
entity resulting from the merger, amalgamation or continuation of Computershare
or succeeding to all or substantially all of its transfer agency business (by
sale of such business or otherwise), shall thereupon automatically become the
Escrow Agent hereunder without further act or formality. This Agreement shall
enure to the benefit of and be binding upon the parties hereto and their
successors and assigns.


 


16

















 


8.7                               Limitation
of Liability of Escrow Agent


 


The Escrow
Agent will not be liable to any of the Parties hereunder for any action taken
or omitted to be taken by it under or in connection with this Agreement, except
for losses directly, principally and immediately caused by its bad faith,
wilful misconduct or gross negligence. Under no circumstances will the Escrow
Agent be liable for any special, indirect, incidental, consequential,
exemplary, aggravated or punitive losses or damages hereunder, including any
loss of profits, whether foreseeable or unforeseeable. Notwithstanding the
foregoing or any other provision of this Agreement, in no event will the
collective liability of the Escrow Agent under or in connection with this
Agreement to any one or more Parties, except for losses directly caused by its
bad faith or willful misconduct, exceed the amount of its annual fees under
this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount
shall be greater.


 


8.8                               Remuneration
of Escrow Agent


 


The Issuer
will pay the Escrow Agent reasonable remuneration for its services under this
Agreement, which fees are subject to revision from time to time on 30 days’
written notice. The Issuer will reimburse the Escrow Agent for its expenses and
disbursements. Any amount due under this section and unpaid 30 days after
request for such payment, will bear interest from the expiration of such period
at a rate per annum equal to the then current rate charged by the Escrow Agent,
payable on demand.


 


PART 9                                                    INDEMNIFICATION
OF THE EXCHANGE


 


9.1                               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.


 


17

















 


PART 10                                             NOTICES


 


10.1                        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 during normal business hours or by prepaid
courier, or 5 business days after the date of mailing, if delivered by mail, to
the following:


 


Computershare
Trust Company of Canada 

600, 530 – 8th Avenue SW 

Calgary, Alberta 

T2P 3S8

Attention:  Marina St. Denis


 


10.2                        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 or by prepaid courier, or 5 business days after the date
of mailing, if delivered by mail, to the following:


 


Neil M.
Mackenzie 

Challenger Energy Corp. 

Suite 3300, 400 – 3rd Avenue SW 

Calgary, Alberta

T2P 4H2


 


10.3                        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.


 


10.4                        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.


 


18

















 


(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.


 


10.5                        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 11                                             GENERAL


 


11.1                        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.


 


11.2                        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.


 


11.3                        Termination,
Amendment, and Waiver of Agreement


 


(1)                                  Subject
to subsection 11.3(3), this Agreement shall only terminate:


 


(a)                                  with
respect to all the Parties: 


 


(i)                                     as
specifically provided in this Agreement;


 


(ii)                                  subject
to subsection 11.3(2), upon the agreement of all Parties; or


 


(iii)                               when
the 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


 


19

















 


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


 


(2)                                  An
agreement to terminate this Agreement pursuant to section 11.3(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 9.1
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.


 


(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.


 


11.4                        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.


 


11.5                        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


 


20

















 


intent of this
Agreement.


 


11.6                        Time


 


Time is of the
essence of this Agreement.


 


11.7                        Consent of
Exchange to Amendment


 


The Exchange
must approve any amendment to this Agreement.


 


11.8                        Additional
Escrow Requirements


 


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


 


11.9                        Governing
Laws


 


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


 


11.10                 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.


 


11.11                 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.


 


11.12                 Language


 


This Agreement
has been drawn up in the English language at the request of all parties.


 


11.13                 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.


 


11.14                 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.


 


21

















 


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


 


	
  Computershare
  Trust Company of Canada

  
	
   

  
	
   

  	
   

  
	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Authorized
  signatory

  	
   

  
	
   

  	
   

  
	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Authorized
  signatory

  	
   

  
	
   

  
	
   

  
	
  Challenger
  Energy Corp.

  
	
   

  	
   

  
	
  /s/ Neil M.
  Mackenzie

  	
   

  
	
  Neil M.
  Mackenzie President, Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  /s/ Gregory
  S. Noval

  	
   

  
	
  Gregory S.
  Noval, Chairman

  	
   

  



 


22

















 


SCHEDULE B(1) – TIER 1 VALUE SECURITY ESCROW
AGREEMENT 


 


RELEASE OF SECURITIES 


 


Timed Release


 


	
   

  	
   

  	
  Percentage
  of Total

  	
   

  	
   

  
	
   

  	
   

  	
  Escrowed
  Securities to be

  	
   

  	
  Total
  Number of Escrowed

  
	
  Release Dates

  	
   

  	
  Released

  	
   

  	
  Securities
  to be Released

  
	
  Date of Exchange Bulletin

  	
   

  	
  1/4 of your escrow securities

  	
   

  	
  3,175,000 Common Shares

  
	
  Date 6 months following Exchange Bulletin

  	
   

  	
  1/3 of your remaining escrow securities

  	
   

  	
  3,175,000 Common Shares

  
	
  Date 12 months following Exchange Bulletin

  	
   

  	
  1/2 of your remaining

  	
   

  	
  3,175,000 Common Shares

  
	
  Date 18 months following Exchange Bulletin

  	
   

  	
  all of your remaining escrow securities

  	
   

  	
  3,175,000 Common Shares

  
	
  TOTAL

  	
   

  	
  100%

  	
   

  	
  12,700,000 Common Shares

  



 






*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%.


 


**All options
and warrants held in escrow pursuant to this agreement will be released from
escrow in accordance with the release schedule outlined above.


 


23

















 


SCHEDULE B(2) – TIER 2 VALUE SECURITY ESCROW
AGREEMENT 


 


RELEASE OF SECURITIES 


 


Timed Release


 


	
   

  	
   

  	
  Percentage
  of Total Escrowed 

  	
   

  	
  Total
  Number of Escrowed

  
	
  Release Dates

  	
   

  	
  Securities
  to be Released

  	
   

  	
  Securities
  to be Released

  
	
  Date of Exchange Bulletin

  	
   

  	
  1/10 of your escrowed securities

  	
   

  	
  1,270,000 Common Shares

  
	
  Date 6 months following Exchange Bulletin

  	
   

  	
  1/6 of your remaining escrow securities

  	
   

  	
  1,905,000 Common Shares

  
	
  Date 12 months following Exchange Bulletin

  	
   

  	
  1/5 of your remaining escrow securities

  	
   

  	
  1,905,000 Common Shares

  
	
  Date 18 months following Exchange Bulletin

  	
   

  	
  1/4 of your remaining escrow securities

  	
   

  	
  1,905,000 Common Shares

  
	
  Date 24 months following Exchange Bulletin

  	
   

  	
  1/3 of your remaining escrow securities

  	
   

  	
  1,905,000 Common Shares

  
	
  Date 30 months following Exchange Bulletin

  	
   

  	
  1/2 of your remaining escrow securities

  	
   

  	
  1,905,000 Common Shares

  
	
  Date 36 months following Exchange Bulletin

  	
   

  	
  all of your remaining escrow securities

  	
   

  	
  1,905,000 Common Shares

  
	
  TOTAL

  	
   

  	
  100%

  	
   

  	
  12,700,000 Common Shares

  



 






*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 Exchange Bulletin.


 


**All options
and warrants held in escrow pursuant to this agreement will be released from
escrow in accordance with the release schedule outlined above.


 


24

















 


[Signature pages for shareholders intentionally deleted]


 




















FORM 5D


 


ESCROW
AGREEMENT


VALUE
SECURITY


 


THIS
AGREEMENT is made as of the 30th day of November, 2005


 


AMONG:


 


Challenger
Energy Corp.


 


(the “Issuer”)


 


AND:


 


Computershare
Trust Company of Canada 


 


(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 5.4 - Escrow, Vendor
Consideration and Resale Restrictions, Section 10.9 Seed Share Resale Rules -
Matrix (the Policy) in connection with an Amalgamation of the
Issuer and Global Express Energy Inc., which was approved by the shareholders
of the Issuer and Global Express Energy Inc. on November 30, 2005.  The Issuer is a Tier 2 Issuer as described in
Policy 2.1 - Minimum Listing Requirements.


 


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

















 


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.


 


(2)                                  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 6 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.


 


(3)                                  You
will immediately deliver to the Escrow Agent any replacement share certificates
or other evidence of 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 Schedules B(1) and B(2) are
incorporated into and form part of this Agreement.


 


2.2                               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


 


2

















 


the number of
remaining escrow securities.  After that,
all of the escrow securities will be released in accordance with the applicable
release schedule.


 


2.3                               Additional
Requirements for Tier 2 Surplus Escrow Securities


 


Where
securities are subject to a Tier 2 Surplus Security Escrow Agreement, the
following additional conditions apply:


 


(1)                                  The
escrow securities will be cancelled if the asset, property, business or
interest therein in consideration of which the securities were issued, is lost,
or abandoned, or the operations or development of such asset, property or
business is discontinued.


 


(2)                                  The
Escrow Agent will not release escrow securities from escrow under schedule B(4)
unless the Escrow Agent has received, within the 15 days prior to the release
date, a certificate from the Issuer that:


 


(a)                                  is
signed by two directors or officers of the Issuer;


 


(b)                                 is
dated not more than 30 days prior to the release date;


 


(c)                                  states
that the assets for which the escrow securities were issued (the “Assets”) were
included as assets on the balance sheet of the Issuer in the most recent
financial statements filed by the Issuer with the Exchange; and


 


(d)                                 states
that the Issuer has no reasonable knowledge that the Assets will not be
included as assets on the balance sheet of the Issuer in the next financial
statements to be filed by the Issuer with the Exchange.


 


(3)                                  If,
at any time during the term of this Agreement, the Escrow Agent is prohibited
from releasing escrow securities on a release date specified schedule B(4) as a
result of section 2.3(2) above, then the Escrow Agent will not release any
further escrow securities from escrow without the written consent of the
Exchange.


 


(4)                                  If
as a result of this section 2.3, the Escrow Agent does not release escrow
securities from escrow for a period of five years, then:


 


(a)                                  the
Escrow Agent will deliver a notice to the Issuer, and will include with the
notice any certificates that the Escrow Agent holds which evidence the escrow
securities; and


 


(b)                                 the
Issuer and the Escrow Agent will take such action as is necessary to cancel the
escrow securities.


 


3

















 


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


 


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.


 


4

















 


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. 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 Tier 2 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:


 


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


 


(ii)                                  disclosing
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
will be replaced as follows:


 


	
  Applicable Schedule Pre-Graduation

  	
   

  	
  Applicable
  Schedule Post-Graduation

  
	
  Schedule
  B(2)

  	
   

  	
  Schedule
  B(1)

  



 


5

















 


(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 securities which
under the new release schedule would have been releasable at a date prior to
the Exchange Bulletin.


 


PART 4                                                    DEALING
WITH ESCROW SECURITIES


 


4.1                               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.


 


4.2                               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.


 


4.3                               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.


 


4.4                               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.


 


4.5                               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.


 


6

















 


PART 5                                                    PERMITTED
TRANSFERS WITHIN ESCROW


 


5.1                               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 to transfer under the Policy 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 the Issuer is listed on 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.


 


5.2                               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


 


(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:


 


7

















 


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


 


(d)                                 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 or any other exchange on which the Issuer
is listed 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.


 


5.3
                            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 to transfer under the Policy 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.


 


8

















 


(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
acknowledgement form, another person or company legally entitled to the escrow
securities.


 


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


 


(1)                                  You
may transfer escrow securities you have pledged, mortgaged or charged under
section 4.2 to a financial institution as collateral for a loan within escrow
to the lender on realization provided that:


 


(a)                                  you
make application to transfer under the Policy 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
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.


 


9

















 


5.5                               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 to transfer under the Policy 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.


 


5.6                               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 the escrow securities to transferees under
this Part 5.


 


5.7                               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.


 


10

















 


PART 6                                                    BUSINESS
COMBINATIONS


 


6.1                               Business
Combinations


 


This Part
applies to the following (business
combinations):


 


(a)                                  a
formal take-over bid for all outstanding 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


 


6.2                               Delivery
to Escrow Agent


 


(1)                                  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.


 


6.3                               Delivery
to Depositary


 


(1)                                  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 6.2, 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;


 


11

















 


(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 6.4;


 


(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.


 


6.4                               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 to release the tendered securities under the
Policy 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.


 


6.5                               Escrow
of New Securities


 


(1)                                  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, unless, immediately
after completion of the business combination,


 


(a)                                  the
successor issuer is an exempt issuer as defined in the National Policy;


 


12

















 


(b)                                 the
escrow holder was subject to a Value Security Escrow Agreement and is not a
Principal of the successor issuer; and


 


(c)                                  the
escrow holder holds less than 1% of the voting rights attached to the successor
issuer’s outstanding securities.  (In
calculating this percentage, include securities that may be issued to the
escrow holder under outstanding convertible securities in both the escrow
holders securities and the total securities outstanding.)


 


6.6                               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 6.5;


 


(iii)                               containing
a list of the securityholders whose new securities are not subject to escrow
under section 6.5;


 


(b)                                 written
confirmation from the Exchange that it has accepted the list of Securityholders
whose new securities are not subject to escrow under section 6.5; and


 


(2)                                  The
escrow securities of the Securityholders whose securities are not subject to
escrow under section 6.5, will be released, and the Escrow Agent will send any
share certificates or other evidence of the escrow securities in the possession
of the Escrow Agent in accordance with section 2.4.


 


(3)                                  If
your new securities are subject to escrow, unless subsection (4) 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.


 


(4)                                  If
the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the
release provisions in section 3.1(4) relating to graduation will apply.


 


13

















 


PART 7                                                    RESIGNATION
OF ESCROW AGENT


 


7.1                               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.


 


(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 8 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
fie a copy of the new Agreement with the Exchange.


 


14

















 


PART 8                                                    OTHER
CONTRACTUAL ARRANGEMENTS


 


8.1                               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.


 


8.2                               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.


 


8.3                               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.


 


8.4                               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.


 


8.5                               Indemnification
of Escrow Agent


 


The Issuer and
each Securityholder hereby jointly and severally agree to indemnify and hold
harmless the Escrow Agent, its affiliates, and their current and former
directors, officers, employees and agents from and against any and all claims,
demands, losses, penalties, costs, expenses, fees and liabilities, including,
without limitation, legal fees and expenses, directly or indirectly arising out
of, in connection with, or in respect of, this Agreement, except where same
result directly and principally from gross negligence, wilful misconduct or bad
faith on the part of the Escrow Agent. This indemnity survives the release of
the escrow securities, the resignation or termination of the Escrow Agent and
the termination of this Agreement.


 


8.6                               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 purportedly signed by any officer or person required to or
entitled to execute and deliver to the Escrow Agent any such Document 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,


 


15

















 


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 Exchange, 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 consult with or 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 under the
Policy or arising under any other agreement, including any agreement referred
to in this Agreement, to which the Escrow Agent is not a party.


 


(6)                                  The
Escrow Agent will have the right not to act and will not be liable for refusing
to act unless it has received clear and reasonable documentation that complies
with the terms of this Agreement. Such documentation must not require the
exercise of any discretion or independent judgment.


 


(7)                                  The
Escrow Agent is authorized to cancel any share certificate delivered to it and
hold such Securityholder’s escrow securities in electronic, or uncertificated
form only, pending release of such securities from escrow.


 


(8)                                  The
Escrow Agent will have no responsibility with respect to any escrow securities
in respect of which no share certificate or other evidence or electronic or
uncertificated form of these securities has been delivered to it, or otherwise
received by it.


 


(9)                                  Any
entity resulting from the merger, amalgamation or continuation of Computershare
or succeeding to all or substantially all of its transfer agency business (by
sale of such business or otherwise), shall thereupon automatically become the
Escrow Agent hereunder without further act or formality. This Agreement shall
enure to the benefit of and be binding upon the parties hereto and their
successors and assigns.


 


16

















 


8.7                               Limitation
of Liability of Escrow Agent


 


The Escrow
Agent will not be liable to any of the Parties hereunder for any action taken
or omitted to be taken by it under or in connection with this Agreement, except
for losses directly, principally and immediately caused by its bad faith,
wilful misconduct or gross negligence. Under no circumstances will the Escrow
Agent be liable for any special, indirect, incidental, consequential,
exemplary, aggravated or punitive losses or damages hereunder, including any
loss of profits, whether foreseeable or unforeseeable. Notwithstanding the
foregoing or any other provision of this Agreement, in no event will the
collective liability of the Escrow Agent under or in connection with this
Agreement to any one or more Parties, except for losses directly caused by its
bad faith or willful misconduct, exceed the amount of its annual fees under
this Agreement or the amount of three thousand dollars ($3,000.00), whichever
amount shall be greater.


 


8.8                               Remuneration
of Escrow Agent


 


The Issuer
will pay the Escrow Agent reasonable remuneration for its services under this
Agreement, which fees are subject to revision from time to time on 30 days’ written
notice.  The Issuer will reimburse the
Escrow Agent for its expenses and disbursements. Any amount due under this
section and unpaid 30 days after request for such payment, will bear interest
from the expiration of such period at a rate per annum equal to the then
current rate charged by the Escrow Agent, payable on demand.


 


PART 9                                                    INDEMNIFICATION
OF THE EXCHANGE


 


9.1                               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.


 


17

















 


PART 10                                             NOTICES


 


10.1                        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 during normal business hours or by prepaid
courier, or 5 business days after the date of mailing, if delivered by mail, to
the following:


 


Computershare
Trust Company of Canada 

600, 530 – 8th Avenue SW 

Calgary, Alberta 

T2P 3S8 

Attention:  Marina St. Denis


 


10.2                        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 or by prepaid courier, or 5 business days after the date
of mailing, if delivered by mail, to the following:


 


Neil M.
Mackenzie 

Challenger Energy Corp. 

Suite 3300, 400 – 3rd Avenue SW

Calgary, Alberta 

T2P 4H2


 


10.3                        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.


 


10.4                        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.


 


18

















 


(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.


 


10.5                        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 11                                             GENERAL


 


11.1                        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.


 


11.2                        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.


 


11.3                        Termination,
Amendment, and Waiver of Agreement


 


(1)                                  Subject to subsection
11.3(3), this Agreement shall only terminate: 



 


(a)                                  with
respect to all the Parties: 


 


(i)                                     as
specifically provided in this Agreement;


 


(ii)                                  subject
to subsection 11.3(2), upon the agreement of all Parties; or


 


(iii)                               when
the 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


 


19

















 


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


 


(2)                                  An
agreement to terminate this Agreement pursuant to section 11.3(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 9.1
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.


 


(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.


 


11.4                        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.


 


11.5                        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


 


20

















 


intent of this
Agreement.


 


11.6                        Time


 


Time is of the
essence of this Agreement.


 


11.7                        Consent of
Exchange to Amendment


 


The Exchange
must approve any amendment to this Agreement.


 


11.8                        Additional
Escrow Requirements


 


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


 


11.9                        Governing
Laws


 


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


 


11.10                 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.


 


11.11                 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.


 


11.12                 Language


 


This Agreement
has been drawn up in the English language at the request of all parties.


 


11.13                 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.


 


11.14                 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.


 


21

















 


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


 


	
  Computershare
  Trust Company of Canada

  
	
   

  
	
   

  	
   

  
	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Authorized
  signatory

  	
   

  
	
   

  	
   

  
	
  /s/
  [ILLEGIBLE]

  	
   

  
	
  Authorized
  signatory

  	
   

  
	
   

  
	
   

  
	
  Challenger
  Energy Corp.

  
	
   

  	
   

  
	
  /s/ Neil M.
  Mackenzie

  	
   

  
	
  Neil M.
  Mackenzie President, Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  /s/ Gregory
  S. Noval

  	
   

  
	
  Gregory S.
  Noval, Chairman

  	
   

  



 


22

















 


SCHEDULE
B(1) – TIER 1 VALUE SECURITY ESCROW AGREEMENT 


 


RELEASE OF SECURITIES


 


Timed
Release


 


	
   

  	
   

  	
  Percentage
  of Total

  	
   

  	
   

  
	
   

  	
   

  	
  Escrowed
  Securities to be

  	
   

  	
  Total
  Number of Escrowed

  
	
  Release Dates

  	
   

  	
  Released

  	
   

  	
  Securities
  to be Released

  
	
  Date of Exchange Bulletin

  	
   

  	
  1/5 of your escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 3 months following Exchange Bulletin

  	
   

  	
  1/4 of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 6 months following Exchange Bulletin

  	
   

  	
  1/3 of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 9 months following Exchange Bulletin

  	
   

  	
  1/2 of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 12 months following Exchange Bulletin

  	
   

  	
  all of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  TOTAL

  	
   

  	
  100%

  	
   

  	
  3,000,000 Common Shares

  



 






*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%.


 


23

















 


SCHEDULE B(2) – TIER 2 VALUE SECURITY ESCROW
AGREEMENT 


 


RELEASE OF SECURITIES 


 


Timed
Release


 


	
   

  	
   

  	
  Percentage
  of Total

  	
   

  	
   

  
	
   

  	
   

  	
  Escrowed
  Securities to be

  	
   

  	
  Total
  Number of Escrowed

  
	
  Release Dates

  	
   

  	
  Released

  	
   

  	
  Securities
  to be Released

  
	
  Date of Exchange Bulletin

  	
   

  	
  1/5 of your escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 3 months following Exchange Bulletin

  	
   

  	
  1/4 of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 6 months following Exchange Bulletin

  	
   

  	
  1/3 of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 9 months following Exchange Bulletin

  	
   

  	
  1/2 of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  Date 12 months following Exchange Bulletin

  	
   

  	
  all of your remaining escrow securities

  	
   

  	
  600,000 Common Shares

  
	
  TOTAL

  	
   

  	
  100%

  	
   

  	
  3,000,000 Common Shares

  



 






*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 Exchange Bulletin.


 


24

















 


[Signature pages for shareholders intentionally deleted]