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The tax account numbers, Tax Services Offices and the Tax Centres of the taxpayers involved are: Name Tax Account Mailing Address Tax Service Office/ Number / SIN Taxation Centre XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX DEFINED TERMS In this letter, unless otherwise indicated, all statutory references are to the Act and the following terms have the meanings specified: “Aco” means XXXXXXXXXX described starting at paragraph 63 below; “Act” means the Income Tax Act (Canada); “adjusted cost base” has the meaning assigned by section 54; “agreed amount” in respect of a property means the amount that the transferor and transferee of the property have agreed upon in an election under subsection 85(1); “arm’s length” has the meaning assigned by section 251; “Bco” means XXXXXXXXXX described starting at paragraph 70 below; “Canadian-controlled private corporation” has the meaning assigned by subsection 125(7); “capital dividend” has the meaning assigned by subsection 83(2); “capital dividend account” has the meaning assigned by subsection 89(1); “capital property” has the meaning assigned by section 54; “Cco” means XXXXXXXXXX described starting at paragraph 76 below; “connected” has the meaning assigned by subsection 186(4); “Corporations Act 1” means the XXXXXXXXXX; “Corporations Act 2” means the XXXXXXXXXX; “Corporations Act 3” means the XXXXXXXXXX; “Dco” means XXXXXXXXXX described starting at paragraph 91 below; “DC” has the meaning assigned by paragraph 105 below; “DC Amalco” has the meaning assigned by paragraph 132 below; “DC Class A Shares” has the meaning assigned by paragraph 106 below; “DC Common Shares” has the meaning assigned by paragraph 106 below; “DC Note” has the meaning assigned by paragraph 130 below; “dividend refund” has the meaning assigned by subsection 129(1); “dividend rental arrangement” has the meaning assigned by subsection 248(1); “Eco” means XXXXXXXXXX described starting at paragraph 10 below; “eligible dividend” has the meaning assigned by subsection 89(1); “eligible property” has the meaning assigned by subsection 85(1.1); “Estate” means the XXXXXXXXXX described in paragraph 8 below; “Estate2” means the XXXXXXXXXX described in paragraph 9 below; “excepted dividend” has the meaning assigned by section 187.1; “excluded dividend” has the meaning assigned by subsection 191(1); “fair market value” means the highest price available in an open and unrestricted market between informed prudent parties acting at arm’s length; “Fco” means XXXXXXXXXX described starting at paragraph 48 below; “financial intermediary corporation” has the meaning assigned by subsection 191(1); “forgiven amount” has the meaning assigned by subsection 80(1) or 80.01(1); “Gco” means XXXXXXXXXX described starting at paragraph 17 below; “Gco-Hco Subco” has the meaning assigned by paragraph 101 below; “Gco-Hco Subco Common Shares” has the meaning assigned by paragraph 101 below; “general rate income pool” has the meaning assigned by subsection 89(1); “guarantee agreement” has the meaning assigned by subsection 112(2.2); “Hco” means XXXXXXXXXX described starting at paragraph 23 below; “Ico” means XXXXXXXXXX described starting at paragraph 30 below; “Jco” means XXXXXXXXXX described starting at paragraph 52; “XXXXXXXXXX A” means XXXXXXXXXX as described in paragraph 1 below; “XXXXXXXXXX A” means XXXXXXXXXX as described in paragraph 1 below; “XXXXXXXXXX B” means XXXXXXXXXX as described in paragraph 2 below; “XXXXXXXXXX B” means XXXXXXXXXX as described in paragraph 2 below; “XXXXXXXXXX I” means XXXXXXXXXX as described in paragraph 3 below; “XXXXXXXXXX I” means XXXXXXXXXX as described in paragraph 3 below; “XXXXXXXXXX K” means XXXXXXXXXX as described in paragraph 5 below; “XXXXXXXXXX K” means XXXXXXXXXX as described in paragraph 5 below; “XXXXXXXXXX L” means XXXXXXXXXX as described in paragraph 4 below; “XXXXXXXXXX M” means XXXXXXXXXX as described in paragraph 4 below; “XXXXXXXXXX N” means XXXXXXXXXX as described in paragraph 7 below; “XXXXXXXXXX O” means XXXXXXXXXX as described in paragraph 7 below; “XXXXXXXXXX P” means XXXXXXXXXX as described in paragraph 7 below; “XXXXXXXXXX Q” means XXXXXXXXXX as described in paragraph 6 below; “XXXXXXXXXX R” means XXXXXXXXXX as described in paragraph 6 below; “XXXXXXXXXX S” means XXXXXXXXXX as described in paragraph 6 below; “paid-up capital” has the meaning assigned by subsection 89(1); “principal amount” has the meaning assigned by subsection 248(1); “Proposed Transactions” means the Proposed Transactions described in paragraphs 98 to 135 below; XXXXXXXXXX; XXXXXXXXXX; XXXXXXXXXX; XXXXXXXXXX; “Qco” means XXXXXXXXXX described in paragraph 38 below; “Rco” means XXXXXXXXXX described in paragraph 37 below; “refundable dividend tax on hand” (“RDTOH”) has the meaning assigned by subsection 129(3); “Sco” means XXXXXXXXXX as described in paragraph 39 below; “specified financial institution” has the meaning assigned by subsection 248(1); “specified investment business” has the meaning assigned by subsection 125(7); “stated capital account” has the meaning assigned by XXXXXXXXXX of Corporations Act 1 and XXXXXXXXXX of Corporations Act 2; “substantial interest” has the meaning assigned by subsection 191(2); “taxable Canadian corporation” has the meaning assigned by subsection 89(1); “taxable dividend” has the meaning assigned by subsection 89(1); “Tco” means XXXXXXXXXX described starting at paragraph 40 below; “TC” has the meaning assigned by paragraph 99 below; “TC Amalco” has the meaning assigned by paragraph 134 below; “TC Class A Shares” has the meaning assigned by paragraph 99 below; “TC Common Shares” has the meaning assigned by paragraph 99 below; “TC Subco” has the meaning assigned by paragraph 102 below; “TC Subco Common Shares” has the meaning assigned by paragraph 102 below; “TC Tempco” has the meaning assigned by paragraph 100 below; “TC Tempco Common Shares” has the meaning assigned by paragraph 100 below; “TC Tempco Note” has the meaning assigned by paragraph 127 below; “Trust” means the XXXXXXXXXX as described in paragraph 32 below; “Trust2” means the XXXXXXXXXX as described in paragraph 56 below; “Will” means the primary and secondary last wills and testaments of XXXXXXXXXX; “Will2” means the primary and secondary last wills and testaments of XXXXXXXXXX; “Xco” means XXXXXXXXXX as described in paragraph 42 below; “Yco” has the meaning assigned by paragraph 108 below; “Zco” means XXXXXXXXXX described in paragraph 27 below; FACTS Individuals and Estates 1. ...

Immediately after the share-for-share exchange described herein, the FMV of each Opco Shareholder’s shares of the capital stock of Newco will be equal to or approximate the amount determined by the formula (A x B) + D C as found in subparagraph (b)(iii) of the definition of “permitted exchange” in subsection 55(1). ...

Father will transfer to S1 Holdco XXXXXXXXXX % of the Class D voting preferred shares of Holdco 4 to S1 Holdco in exchange for cash in an amount equal to the redemption and retraction price and fair market value of the Class D voting preferred shares. ...

" means XXXXXXXXXX "Production Services Partnership" means XXXXXXXXXX, as described in 2 below; "Production Services Partnership Agreement" means the limited partnership agreement governing the affairs of the Production Services Partnership made among PSGP, an initial limited partner, each Class A Unitholder and each Class B Unitholder of the Production Services Partnership, from time to time; "Programs" means the following programs intended to be produced in Canada XXXXXXXXXX; "PSGP" meansXXXXXXXXXX, the general partner of the Productions Services Partnership described in 2 below; "PSP Fee" means the fee payable by the Production Services Partnership to PSGP under the Production Services Partnership Agreement for the management and administrative services provided by the PSGP as described in 2 below; "Regulations" means the regulations made under the Act; "Release Date" means the date (to be negotiated) by which the Studio or its appointed distributor is to release or distribute the Programs for commercial exploitation; "Studio" means XXXXXXXXXX as described in 4 below; "Studio/Producer Loan" means the loan made by the Studio to the Producer as described in 18 below; "Subscription Agreement" means each subscription agreement pursuant to which an Investor will acquire Units of the Offering Partnership; "Tax Credits" means the film and video production services tax credits that are available pursuant to section 125.5 of the Act and the corresponding film and video production services tax credits that are available under provincial legislation in respect of certain salary, wage and remuneration expenses incurred in Canada in relation to the production of a film or video; "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; "Undistributed Cash" means any cash retained on hand by the Production Services Partnership or any amount due to the Production Services Partnership as unpaid subscription price; "Unit" or "Units" means a unit or units of the Offering Partnership; "Unit Lender" means the XXXXXXXXXX described in 7 below; "Unit Loan" means a loan to be made available to each Investor pursuant to which the Unit Lender will lend, and an Investor will borrow, an amount to finance approximately XXXXXXXXXX% of the subscription price for an Investor's Units; "Unit Loan Agreement" means the unit loan agreement to be executed between the Unit Lender and an Investor, as described in 23 below; and "Unit Subscription Price" means the amount paid by a subscriber to the Offering Partnership to acquire a unit of the Offering Partnership. ...

FORCO 1 and FORCO 2 will subsequently transfer their respective common shares of Canco and, accordingly, the underlying Canadian XXXXXXXXXX business, to IPO Co so that IPO Co can make a public offering in respect thereof of up to XXXXXXXXXX % of the shares of its capital stock. ...

Investors may choose to finance up to approximately XXXXXXXXXX % of their investment in Units by way of a Unit Loan from the Unit Lender. ...

The taxation year-end of each taxpayer referred to herein; their social insurance number or tax account number, tax service office ("TSO") or taxation centre ("TC") of Revenue Canada at which each such taxpayer files its income tax return (TSO/TC) and the approximate amounts of the capital dividend account and refundable dividend tax on hand of each such corporate taxpayer at the end of its 1998 taxation year are set forth below: Taxpayer and (SIN/Account #) TSO/TC Year-End RDTOH CDA DC (XXXXXXXXXX) XXXXXXXXXX ABco (XXXXXXXXXX) XXXXXXXXXX Bco (XXXXXXXXXX) XXXXXXXXXX Asub (XXXXXXXXXX) XXXXXXXXXX Aco (XXXXXXXXXX) XXXXXXXXXX Cco (XXXXXXXXXX) XXXXXXXXXX Spousal Trust Ltd. ...

+ D as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). ...

Z XXXXXXXXXX /PUBCO XXXXXXXXXX shares XXXXXXXXXX Trust * XXXXXXXXXX/PUBCO XXXXXXXXXX shares XXXXXXXXXX (XXXXXXXXXX /Mr. ...

On a particular day in late XXXXXXXXXX, each of Newlossco3 and Newlossco4 will issue demand notes payable, bearing interest at a rate of XXXXXXXXXX %, the Newlossco3 Note A and Newlossco4 Note A, respectively, to Opco for cash in the amount of the non-capital losses of each of Newlossco3 and Newlossco4 at that time (which will approximate the interest expense incurred by each of Newlossco3 and Newlossco4 on the Newlossco3 Note and Newlossco4 Note, respectively). 47. ...