Common use of Instructions to Escrow Agent Clause in Contracts

Instructions to Escrow Agent. 3.1 Upon receipt of the Proceeds, the Escrow Agent shall deposit such Proceeds in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject to the terms and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto (calculated from and including the Closing Date to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released and delivered to the Company. (b) should there be insufficient funds held in escrow to pay all holders electing to exercise their repurchase rights, the Company shall forthwith pay to the Escrow Agent the difference between the funds required for repurchase of the Common Shares and the funds held in escrow pursuant to this agreement. 3.6 In the event that any action or other proceedings are commenced by any of the parties hereto to which one or both of the other parties hereto is a party relating to this agreement, the Escrow Agent shall be permitted to deposit into court the Proceeds (together with all interest earned thereon) pursuant to the applicable rules of procedure governing such action or proceedings and shall thereafter be released from any and all obligation to hold the Proceeds as Escrow Agent hereunder. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon receipt of the Proceeds, the 10. The Escrow Agent shall deposit not be personally liable for any act it may do or omit to do hereunder as such Proceeds agent, while acting in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates good faith and in the sole and absolute discretion exercise of the Escrow Agent) to be dealt with by the its own best judgement. 11. The Escrow Agent subject is hereby expressly authorized to comply with and obey any and all orders, judgements, or decrees of any court of competent jurisdiction relating to this transaction, and in case the terms and conditions hereof. 3.2 The Proceeds said Escrow Agent obeys or complies with any such order, judgement, or decree of any such court, it shall not be released from escrow or dealt with in any other manner whatsoever except pursuant liable to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto (calculated from and including the Closing Date to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released and delivered to the Company. (b) should there be insufficient funds held in escrow to pay all holders electing to exercise their repurchase rights, the Company shall forthwith pay to the Escrow Agent the difference between the funds required for repurchase of the Common Shares and the funds held in escrow pursuant to this agreement. 3.6 In the event that any action or other proceedings are commenced by any of the parties hereto or to which one any other person, firm, or both corporation by reason of such compliance, notwithstanding any such order, judgement, or decree by subsequently reversed, modified, annulled, set aside, or vacated, or found to have been entered without jurisdiction. 12. If at any time a dispute shall exist as to the duty of the other Escrow Agent under the terms thereof, the Escrow Agent may deposit the documents and money in its hands, with the Clerk of the District Court of the County of Pueblo, and State of Colorado, and may interplead the parties hereto is a party relating to this agreementhereto. Upon so depositing such documents and money and filing its complaint in interpleader, the Escrow Agent shall be permitted to deposit into court released from all liability, under the Proceeds (together with all interest earned thereon) pursuant terms hereof, as to the applicable rules documents and money so deposited. The parties hereto, for themselves, their heirs, successors, and assigns, do hereby submit themselves to the jurisdiction of procedure governing such action or proceedings said Court. 13. In consideration of the acceptance of this Agreement by the Escrow Agent, Subdivider and shall thereafter be released from any City agree, jointly and all obligation severally, for themselves, their heirs, executors, administrators, successors, and assigns, to indemnify and hold the Proceeds as Escrow Agent harmless as to any liability by it incurred to any other person or corporation by reason of its having accepted the same, or in connection herewith. Subdivider agrees to reimburse Escrow Agent for all its fees, expenses, including, among other things, counsel fees and court costs incurred in connection herewith. City and Subdivider agree that the Escrow Agent shall have a first and prior lien upon all deposits made hereunder to secure the performance of said agreement of indemnity and the payment of its fees, charges, and expenses. Escrow fees or charges as distinguished from other expenses hereunder, shall be as written above the Escrow Agent’s signature at the time of its acceptance hereof. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon receipt of (a) Each Issuer and the Proceeds, Trustee hereby irrevocably instruct the Escrow Agent shall deposit such Proceeds in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective to: (the "Effective Date"i) (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject to the terms and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation maintain all of the Common Shares held by such holder Collateral free and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata clear of all liens, security interests, safekeeping or other charges, demands and claims against Escrow Agent of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the interest earned pursuant hereto Collateral (calculated from other than any claim which Escrow Agent may have against the Interest Escrow Account for unpaid fees and including expenses); and (iii) immediately disburse all funds held in the Closing Date Interest Escrow Account to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment Trustee and transfer title to all holders electing to exercise their repurchase rights, shall be released and delivered Marketable Securities held by Escrow Agent hereunder to the CompanyTrustee upon written notice by the Trustee to Escrow Agent that as a result of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) should there Any money and Marketable Securities collected by the Trustee pursuant to Section 6(a)(iii) shall be insufficient funds held applied as provided in escrow to pay all holders electing to exercise their repurchase rightsSection 6.10 of the Indenture. (c) Upon demand, the Company shall forthwith pay Issuers will execute and deliver to the Escrow Agent Trustee such instruments and documents as the difference between Trustee may reasonably deem necessary or advisable to confirm or perfect the funds required for repurchase rights of the Common Shares Trustee under this Agreement and the funds held Trustee's interest in escrow pursuant the Collateral. The Trustee will take all necessary action within its power to this agreementpreserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. 3.6 In (d) Each Issuer hereby appoints the event Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Interest Escrow Account, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action or other proceedings are commenced by any of in each Issuer's name to protect the parties hereto to which one or both of the other parties hereto is a party relating to this agreement, the Escrow Agent shall be permitted to deposit into court the Proceeds (together with all Trustee's security interest earned thereon) pursuant to the applicable rules of procedure governing such action or proceedings and shall thereafter be released from any and all obligation to hold the Proceeds as Escrow Agent hereunder. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon receipt of (a) Each Issuer and the Proceeds, Trustee hereby irrevocably instruct the Escrow Agent shall deposit such Proceeds in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective to: (the "Effective Date"i) (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject to the terms and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation maintain all of the Common Shares held by such holder Collateral free and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata clear of all liens, security interests, safekeeping or other charges, demands and claims against Escrow Agent of any nature whatsoever now or hereafter existing, in favor of anyone other than the Trustee; (ii) promptly notify the Trustee if Escrow Agent becomes aware that any person other than the Trustee has a lien or security interest upon any portion of the interest earned pursuant hereto Collateral (calculated from other than any claim which Escrow Agent may have against the Construction Escrow Account for unpaid fees and including expenses); and (iii) immediately disburse all funds held in the Closing Date Escrow Accounts to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment Trustee and transfer title to all holders electing to exercise their repurchase rights, shall be released and delivered Temporary Cash Investments held by Escrow Agent hereunder to the CompanyTrustee upon written notice by the Trustee to Escrow Agent that as a result of an Event of Default under the Indenture, the indebtedness represented by the Notes has been accelerated and has become due and payable. (b) should there Any money and Temporary Cash Investments collected by the Trustee pursuant to Section 6(a)(iii) shall be insufficient funds held applied as provided in escrow to pay all holders electing to exercise their repurchase rightsthe Indenture. (c) Upon demand, the Company shall forthwith pay Issuers will execute and deliver to the Escrow Agent Trustee such instruments and documents as the difference between Trustee may reasonably deem necessary or advisable to confirm or perfect the funds required for repurchase rights of the Common Shares Trustee under this Agreement and the funds held Trustee's interest in escrow pursuant the Collateral. The Trustee will take all necessary action within its power to this agreementpreserve and protect the security interest created hereby as a lien and encumbrance upon the Collateral. 3.6 In (d) Each Issuer hereby appoints the event Trustee as its attorney-in-fact with full power of substitution to do any act which such Issuer is obligated hereto to do, except that the Trustee shall not direct the investment of any monies on deposit in the Escrow Accounts, and the Trustee may exercise such rights as each Issuer may exercise with respect to the Collateral and take any action or other proceedings are commenced by any of in each Issuer's name to protect the parties hereto to which one or both of the other parties hereto is a party relating to this agreement, the Escrow Agent shall be permitted to deposit into court the Proceeds (together with all Trustee's security interest earned thereon) pursuant to the applicable rules of procedure governing such action or proceedings and shall thereafter be released from any and all obligation to hold the Proceeds as Escrow Agent hereunder. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon receipt The Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or system specified by the Escrow Agent as available for use in connection with its services hereunder); provided, however, that the District shall provide to the Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District whenever a person is to be added or deleted from the listing. If the District elects to give the Escrow Agent Instructions using Electronic Means, the Escrow Agent’s reasonable understanding of such Instructions shall be deemed controlling. The District understands and agrees that the Escrow Agent cannot determine the identity of the Proceedsactual sender of such Instructions and that the Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Escrow Agent and that the District and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the District. The Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Escrow Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instructions; provided, however, that if the Escrow Agent receives Instructions by Electronic Means, then subsequently receives inconsistent or conflicting Instructions, the Escrow Agent shall deposit rely and act on such Proceeds in a term depositsubsequent written Instructions to the extent that it has not already acted upon the previously received Instructions. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Escrow Agent, guaranteed investment certificate or segregated interest-bearing account of or with including without limitation the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates in the sole and absolute discretion risk of the Escrow AgentAgent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) to be dealt with by the Escrow Agent subject to the terms and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which it is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence fully informed of the Completion Event at any time before protections and risks associated with the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser various methods of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto (calculated from and including the Closing Date to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released and delivered to the Company. (b) should there be insufficient funds held in escrow to pay all holders electing to exercise their repurchase rights, the Company shall forthwith pay transmitting Instructions to the Escrow Agent and that there may be more secure methods of transmitting Instructions than the difference between method(s) selected by the funds required for repurchase District; (iii) that the security procedures (if any) to be followed in connection with its transmission of the Common Shares Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and the funds held in escrow pursuant circumstances; and (iv) to this agreement. 3.6 In the event that any action or other proceedings are commenced by any of the parties hereto to which one or both of the other parties hereto is a party relating to this agreement, notify the Escrow Agent shall be permitted to deposit into court immediately upon learning of any compromise or unauthorized use of the Proceeds (together with all interest earned thereon) pursuant to the applicable rules of procedure governing such action or proceedings and shall thereafter be released from any and all obligation to hold the Proceeds as Escrow Agent hereundersecurity procedures. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon receipt of the Proceeds, the Escrow Agent shall deposit such Proceeds in a term deposit, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject to the terms and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent Agreement (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within three (3) business days, release and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto (calculated from and including the Closing Date to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released and delivered to the Company. (b) should there be insufficient funds held in escrow to pay all holders electing to exercise their repurchase rights, the Company shall forthwith pay to the Escrow Agent the difference between the funds required for repurchase of the Common Shares and the funds held in escrow pursuant to this agreement. 3.6 In the event that any action or other proceedings are commenced by any of the parties hereto to which one or both of the other parties hereto is a party relating to this agreement, the Escrow Agent shall be permitted to deposit into court the Proceeds (together with all interest earned thereon) pursuant to the applicable rules of procedure governing such action or proceedings and shall thereafter be released from any and all obligation to hold the Proceeds as Escrow Agent hereunder. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon (a) Promptly following the timely completion of the Equipment Sale on or before the Outside Date: (i)In the event the gross proceeds received by Buyer from such Equipment Sale are an amount less than $3,500,000, Buyer shall provide written notice to Seller, with a copy to Escrow Agent, of such sale and shortfall (such notice to be accompanied with reasonably detailed evidence and support of such sale and shortfall and followed with such additional evidence and support as may be reasonably requested by Seller) (such notice, the "Buyer Sale Shortfall Notice"). Seller shall have five (5) business days after Seller's receipt of the ProceedsBuyer Sale Shortfall Notice (and all documents and evidence requested by Seller) to approve or disapprove of any disbursement of the Holdback Funds; provided, the however, that if Seller fails to notify Escrow Agent of its approval or disapproval within said five (5) business day period, Seller shall deposit such Proceeds in a term depositbe deemed to have approved same. For the avoidance of doubt, guaranteed investment certificate or segregated interest-bearing account of or with the Bank of Nova Scotia, maturing on the date the F3 Registration Statement becomes effective (the "Effective Date") (or such other date or dates in the sole and absolute discretion of the Escrow Agent) to be dealt with by the Escrow Agent subject may only disburse the Holdback Funds to the terms and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, Buyer upon the occurrence of the Completion Event at any time before the Expiry Time, the Escrow Agent shall as soon as possible, but in any event within approval or deemed approval by Seller. Not more than three (3) business daysdays after Escrow Agent's receipt of Seller's approval (or deemed approval), release Escrow Agent shall disburse the Holdback Funds as follows: (A) to Buyer, the difference between $3,500,000 and deliver the gross proceeds of the actual sale of the Brewing and Bottling Equipment (not to exceed the Company Holdback Funds); provided, however, if Seller's approval notice instructs Escrow Agent to disburse an alternative amount, then, notwithstanding the Proceedsforegoing, together with Escrow Agent shall disburse such amount to Buyer (not to exceed the Holdback Funds), and (B) to Seller, any and all amounts remaining from the Holdback Funds (including any interest earned thereon. ) after the disbursement to Buyer as described in clause (aA) if above; or (ii)In the Completion Event does not occur on or before event the Expiry Timegross proceeds received by Buyer from such Equipment Sale are an amount greater than $3,500,000, Buyer shall provide written notice to Seller, with a copy to Escrow Agent, of such sale and excess (such notice, the "Buyer Sale Excess Notice"). Not more than three (3) business days after Escrow Agent's receipt of the Buyer Sale Excess Notice, Escrow Agent shall send a notice disburse the Holdback Funds to the Corporation, Sprott Seller and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on Buyer agrees that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto (calculated from and including the Closing Date to the date immediately preceding the date of payment to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released due and delivered owing to the CompanySeller. (b) should there be insufficient funds held in escrow to pay all holders electing to exercise their repurchase rights, the Company shall forthwith pay to the Escrow Agent the difference between the funds required for repurchase of the Common Shares and the funds held in escrow pursuant to this agreement. 3.6 In the event that any action Buyer (i) fails to complete the Equipment Sale on or other proceedings are commenced by any of prior to the parties hereto Outside Date or (ii) fails to which one timely provide the Buyer Sale Shortfall Notice or both of the other parties hereto is a party relating to Buyer Sale Excess Notice in accordance with this agreementSection 4, the then, in each case, Escrow Agent shall promptly deliver all Holdback Funds to Seller (and Buyer agrees that all such funds shall be permitted due and owing to deposit into Seller). (c) If: (i) there is any dispute between Buyer and Seller regarding any disbursement of the Holdback Funds; or (ii) Escrow Agent is uncertain in its commercially reasonable judgment as to Escrow Agent's obligations hereunder, Escrow Agent shall have the right, but not the obligation to: (A) refrain from taking any action and retain the Holdback Funds in the Escrow Account until otherwise directed by a final order or judgment of a court the Proceeds of competent jurisdiction or by a written agreement signed by Seller and Buyer; or (together with all interest earned thereonB) pursuant on written notice to the applicable rules of procedure governing Seller and Buyer, take such action or proceedings and shall thereafter be released from any and all obligation affirmative steps as it may, at its option, elect in order to hold the Proceeds terminate its duties as Escrow Agent hereunderAgent, including, without limitation, depositing the Holdback Funds with a court of competent jurisdiction and the commencement of an action for interpleader, the costs of which shall be borne equally by Seller and Buyer. 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.

Instructions to Escrow Agent. 3.1 Upon receipt of the Proceeds, (i) The Representative and Parent covenant and agree to jointly instruct the Escrow Agent shall deposit such Proceeds in a term depositwriting, guaranteed investment certificate or segregated interest-bearing account (A) as soon as reasonably practicable after delivery of or with the Bank Objection Notice, to make any disbursement required by Section 2.14(a), (B) as soon as reasonably practicable after the determination of Nova Scotiathe Final Working Capital to make disbursements required by Section 2.14(b), maturing on and (C) as soon as reasonably practicable after the date determination by the F3 Registration Statement becomes effective (Referee of Final Working Capital to release, if applicable, to the "Effective Date") (or such other date or dates in the sole and absolute discretion Referee out of the Escrow AgentAmount the amount of 50% of the fees and expenses of the Referee. Back to Contents (ii) Subject to be dealt with by the right to contest Parent Indemnification Claims as provided in Section 3.2 of the Escrow Agent subject to Agreement, the terms Representative covenants and conditions hereof. 3.2 The Proceeds shall not be released from escrow or dealt with in any other manner whatsoever except pursuant to the terms and conditions of this agreement. 3.3 The Proceeds shall be held by the Escrow Agent until the earlier of: (a) verbal notice to the Company by the SEC agrees that the F3 Registration Statement has become effective and such effectiveness has been independently verified by the Escrow Agent (the "Completion Event"); and (b) 5:00 p.m. (Toronto time) on the date which is 90 days from the Clearing Date ("Expiry Time"). 3.4 Subject to sections 3.5 and 3.6 hereof, upon the occurrence of the Completion Event at any time before the Expiry TimeSecurityholders are obligated to indemnify a Parent Indemnified Person for Parent Indemnification Claims under Article X, if requested by Parent, the Escrow Agent Representative shall as soon as possible, but in any event within three (3) business days, release execute and deliver to the Company the Proceeds, together with any and all interest earned thereon. (a) if the Completion Event does not occur on or before the Expiry Time, the Escrow Agent shall send a notice joint written instructions with Parent to release to the Corporation, Sprott and each purchaser of Common Shares under the Offering (the "Default Notice"), substantially in the form attached hereto as Schedule "A". Each holder of Common Shares so notified shall thereafter be entitled, prior to 5:00 p.m. (Toronto time) on that date which is five business days from the Expiry Time, to require the Corporation to repurchase for cancellation all of the Common Shares held by Parent Indemnified Person such holder and thereby to receive U.S. $6.00 per Common Share eligible for repurchase plus such holder's pro rata portion of the interest earned pursuant hereto Escrow Amount as is necessary to satisfy the Securityholders’ indemnification obligations for Parent Indemnification Claims under Article X. (calculated from and including the Closing Date iii) Subject to the date immediately preceding limitations set forth in Section 10.4(f), Parent covenants and agrees that at any time the date Representative requests (A) payment of the fees, costs and expenses of the Representative’s legal counsel and experts (including expert witnesses), consultants and other representatives engaged by it in connection with (1) the Representative’s assumption of the defense of an Asserted Liability pursuant to Section 10.4, on behalf of the Securityholder Indemnifying Persons, or (2) the Representative’s participation in the defense of an Asserted Liability pursuant to Section 10.4, on behalf of the Securityholder Indemnifying Persons, (B) payment of the costs and expenses of the Parent Indemnified Person, if any, that the Representative on behalf of the Securityholder Indemnifying Persons becomes obligated to such holder of Common Shares). Any funds remaining in escrow after the payment to all holders electing to exercise their repurchase rights, shall be released and delivered pay pursuant to the Company. last sentence of Section 10.4(b), or (bC) should there be insufficient funds held without duplication of the fees, costs and expenses described in escrow to pay all holders electing to exercise their repurchase rightsSections 2.15(b)(iii)(A) and 2.15(b)(iii)(B), reimbursement or payment for any reasonable out-of-pocket fees and expenses incurred by the Company Representative in connection with exercising its rights or performing its duties under the Merger Agreement or the Escrow Agreement, in each case, Parent shall forthwith pay execute and deliver to the Escrow Agent joint written instructions with the difference between Representative to release to (or at the funds required for repurchase direction of) the Representative such portion of the Common Shares Escrow Amount as is necessary to pay such fees, costs and expenses. The Representative shall provide Parent with documentation reasonably substantiating the funds held in escrow amount of such fees, costs and expenses each time that it so requests payment. (iv) Parent covenants and agrees that at any time the Securityholder Indemnifying Persons are obligated to pay the fees, costs and expenses of separate counsel to a Parent Indemnified Person pursuant to this agreement. 3.6 In the event that any action or other proceedings are commenced last sentence of Section 10.4(c), if requested by any of the parties hereto Representative, Parent shall execute and deliver to which one or both of the other parties hereto is a party relating to this agreement, the Escrow Agent joint written instructions with the Representative to release to such legal counsel such portion of the Escrow Amount as is necessary to pay such fees, costs and expenses. Parent shall be permitted to deposit into court provide the Proceeds (together Representative with all interest earned thereon) documentation reasonably substantiating the amount of such fees, costs and expenses each time that Parent or another Parent Indemnified Person requests payment therefor pursuant to the applicable rules of procedure governing such action or proceedings and shall thereafter be released from any and all obligation to hold the Proceeds as Escrow Agent hereunderSection 10.4(c). 3.7 For the purposes of this section 3, "business day" means any day other than Saturday, Sunday or any statutory holiday observed in Ontario.