LITM IONINPV : Escrow Agreement

FORM 2F

CPC ESCROW AGREEMENT

THIS AGREEMENT is made as of the 17th day of March, 2021

AMONG:

POCML 6 INC. (the Issuer)

AND:

TSX TRUST COMPANY (the Escrow Agent)

AND:

EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER (a Securityholder or you)

(collectively, the Parties)

This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).

For good and valuable consideration, the Parties agree as follows:

PART 1

ESCROW

1.1 Appointment of Escrow Agent

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

1.2 Deposit of Escrow Securities in Escrow

1. You are depositing the common shares or units of the Issuer (escrow shares) and options (options) to acquire any securities of the Issuer (option shares) listed below your name in Schedule "A" with the Escrow Agent to be held in escrow under this Agreement. When

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(as at January 1, 2021)

this Agreement refers to escrow securities, it includes escrow shares, options and option shares. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these escrow securities which you have or which you may later receive. If you are not an individual, you will also complete, execute and deliver to the Exchange an Undertaking of Holder of Escrow Securities that is Not an Individual in the form attached as Schedule "B".

1. If the Securityholder should hold any options that are subject to this Agreement:
2. 1. the Securityholder agrees that all option shares received pursuant to the exercise of such options will concurrently be deposited with the Escrow Agent under this Agreement to be held and released in accordance with the terms of this Agreement; and
   2. the Issuer agrees not to issue any option shares pursuant to the exercise of such options unless such option shares are concurrently deposited with the Escrow Agent under this Agreement to be held and released in accordance with the terms of this Agreement.
3. If you receive any other securities (additional escrow securities):
4. 1. as a dividend or other distribution on escrow securities;
   2. on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants;
   3. on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or
   4. 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.

1. You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of options, option shares or additional escrow securities issued to you.

1.3 Direction to Escrow Agent

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.

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(as at January 1, 2021)

PART 2 RELEASE OF ESCROW SECURITIES

2.1 Release Provisions

Subject to the Policy and sections 2.5, 2.6, 2.7, 3.2 and 3.3 of this Agreement, the escrow securities will be released from escrow in accordance with the following release provisions:

1. all options granted prior to the date of the Final QT Exchange Bulletin and all option shares that were issued prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that were granted prior to the Issuer's IPO with an exercise price that is less than the issue price of the IPO Shares and any option shares that were issued pursuant to the exercise of such options which will be released from escrow in accordance with the schedule set out in section 2.1(b);
2. except for the options and option shares that are released from escrow on the date of the Final QT Exchange Bulletin as provided for in section 2.1(a), all escrow securities will be released from escrow in accordance with the following schedule:

Release Dates	Percentage to be Released
Date of Final QT Exchange Bulletin	25%
Date 6 months following Final QT Exchange Bulletin	25%
Date 12 months following Final QT Exchange Bulletin	25%
Date 18 months following Final QT Exchange Bulletin	25%
TOTAL	100%

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 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 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.

2.4 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

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(as at January 1, 2021)

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.

2.5 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:
2. 1. 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
   2. 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.
3. Prior to delivery the Escrow Agent must receive:
4. 1. a certified copy of the death certificate; and
   2. any evidence of the legal representative's status that the Escrow Agent may reasonably require.

2.6 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.

2.7 Discretionary Applications

The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Escrow securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange.

PART 3 CANCELLATION OF ESCROW SECURITIES

3.1 Delisting of the Issuer

If the Exchange issues an Exchange Bulletin that the Issuer will be delisted, the Issuer must immediately notify the Escrow Agent.

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(as at January 1, 2021)

3.2 Cancellation of Certain Escrow Securities Held by Non-Arm's Length Parties of the Issuer

1. If the Issuer is delisted prior to Completion of the Qualifying Transaction,
2. 1. the Escrow Agent will deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities held by Non- Arm's Length Parties to the Issuer which were purchased prior to the IPO of the Issuer at a discount to the IPO price and all options and option shares held by such Persons (collectively, the Discount Seed Shares); and
   2. the Issuer and the Escrow Agent must take such action as is necessary to cancel the Discount Seed Shares pursuant to the Policy.
3. For the purposes of cancellation of Discount Seed Shares, each Securityholder irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

3.3 Cancellation of Other Escrow Securities

1. Any escrow securities which have not been released from escrow under this Agreement as at 4:30 p.m. (Vancouver time) or 5:30 p.m. (Calgary time) on the date which is the 10th anniversary of the date of delisting of the Issuer from the Exchange must immediately be cancelled. The Escrow Agent must deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities. The Issuer and Escrow Agent must take all actions as may be necessary to expeditiously effect cancellation.
2. For the purposes of cancellation of escrow securities under this Agreement, each Securityholder hereby irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary.

PART 4 DEALING WITH ESCROW SECURITIES

4.1 Restriction on Transfer

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

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