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XXXXXXXXXX 14.En date des présentes, les caractéristiques fiscales des actions émises et en circulation de XXXXXXXXXX sont les suivantes: Nombre d'actions Capital versé Prix de base rajusté Actions ordinaires XXXXXXXXXX 15.La direction de XXXXXXXXXX estime que la juste valeur marchande des actions de XXXXXXXXXX est approximativement de XXXXXXXXXX $. ...

The operating line is payable on demand and has an interest rate of prime + XXXXXXXXXX%. ...

As at XXXXXXXXXX, the value of the assets and liabilities of XXXXXXXXXX, after giving effect to the sale of the XXXXXXXXXX property described in paragraph 21 below and adjusting the value of XXXXXXXXXX real property to fair market value were as follows: XXXXXXXXXX ** Liabilities, immediately before the transfers of property described in paragraph 34 below (the "Butterfly Transfer"), will include an amount in respect of taxes payable as a consequence of the sale of the XXXXXXXXXX property and the transfer of inventory properties in the course of the proposed transactions. 8. ...

Immediately after the share-for-share exchange referred to in this Paragraph, the fair market value of the shares of the capital stock of XXXXXXXXXX Newco acquired by XXXXXXXXXX will equal or approximate the amount determined by the formula (A X B) + D C as found in paragraph (b)(iii) of the definition of permitted exchange. ...

Immediately after the share-for-share exchange referred to in this Paragraph, the fair market value of the shares of the capital stock of XXXXXXXXXX Newco acquired by XXXXXXXXXX will equal or approximate the amount determined by the formula (A X B) + D C as found in paragraph (b)(iii) of the definition of permitted exchange. ...

The aggregate addition to the stated capital of Transferee in respect of all of the common shares it issues to Shareholders 4 will be $ XXXXXXXXXX. ...

DEFINITIONS Non-Statutory Terms In this letter unless otherwise expressly stated: (a)"XXXXXXXXXX" means the Business Corporations Act, XXXXXXXXXX as amended; (b)"Applicants" means XXXXXXXXXX; (c)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, fully participating, common shares of XXXXXXXXXX; (d)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, redeemable, retractable preferred shares of XXXXXXXXXX; (e)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, redeemable, retractable preferred shares of XXXXXXXXXX; (f)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, preferred shares of XXXXXXXXXX with a limited participation entitlement on liquidation; (g)"Class XXXXXXXXXX Shares" means the authorized Class XXXXXXXXXX voting, non-cumulative, preferred shares of XXXXXXXXXX with a limited participation entitlement on liquidation; (h)"Estate" means the testamentary trust for the estate of the late XXXXXXXXXX; (i)"Exchange" has the meaning assigned in Paragraph 28; (j) XXXXXXXXXX; (k)"XXXXXXXXXX" means XXXXXXXXXX who is the trustee for the testamentary trust for the estate of the late XXXXXXXXXX; (l)" XXXXXXXXXX " has the meaning assigned in Paragraph 29; (m) XXXXXXXXXX; (n)"Newco" means the new XXXXXXXXXX corporation described in paragraph 26; (o)"New Common Shares" has the meaning assigned in Paragraph 28; (p)"New Preferred Shares" has the meaning assigned in Paragraph 28; (q)"Newco Common Shares" has the meaning assigned in Paragraph 27; (r)"Newco Preferred Shares" has the meaning assigned in Paragraph 27; (s)"Newco Reorganization Shares" has the meaning assigned in Paragraph 27; (t)"Newco Redemption Amount" has the meaning assigned in Paragraph 36; (u)"Reorganization Shares" has the meaning assigned in Paragraph 28; (v) XXXXXXXXXX; (w)"XXXXXXXXXX Shares" has the meaning assigned in Paragraph 10; (x) XXXXXXXXXX; (y)"Trust" means the XXXXXXXXXX. ...

The authorized capital of TC will consist of one class of an unlimited number of Class A common shares (the "TC Class A Common shares"); one class of an unlimited number of Class B common shares (the "TC Class B Common shares"); one class of an unlimited number of Class C preferred shares (the "TC Class C Shares"); one class of an unlimited number of Class D preferred shares (the "TC Class D Shares"); one class of an unlimited number of Class E preferred shares (the "TC Class E Shares"); one class of an unlimited number of Class F preferred shares (the "TC Class F Shares"); one class of an unlimited number of Class G preferred shares (the "TC Class G Shares") and one class of an unlimited number of Class H preferred shares (the "TC Class H Shares"), which will include the following attributes: (a) the TC Class A and Class B Common Shares will be fully participating and voting; (b) the TC Class C Shares will be voting; (c) the TC Class C, Class D, Class E, Class F, Class G and Class H Shares will be non-participating; (d) the TC Class C, Class D, Class E and Class F Shares will be redeemable and retractable, subject to applicable law, at any time for an amount equal to the amount determined by dividing the aggregate FMV of the property received by the corporation on the issuance of the TC Class C, Class D, Class E or Class F Shares, as the case may be, less the aggregate FMV of any non-share consideration issued or liabilities assumed by the corporation, by the number of the TC Class C, Class D, Class E or Class F Shares issued, as the case may be (the "TC Class C Redemption Amount", the "TC Class D Redemption Amount", the "TC Class E Redemption Amount" and the "TC Class F Redemption Amount"); (e) each TC Class D Share will be entitled to a preferential and non-cumulative annual dividend, at the discretion of the directors of the corporation, but not to exceed XXXXXXXXXX % per annum of the TC Class D Redemption Amount. ...

Expressed in terms of a percentage of equity in Subco3, Opco2's shares currently represent approximately XXXXXXXXXX % of the Subco3 equity (votes, participation rights and value) and the Investors' shares represent approximately XXXXXXXXXX%. ...

Subject to the application of the provisions of subsection 26(5) of the ITAR, and to the application of subsection 69(11) and for the application of paragraph 88(2.2)(b), which applies for the purposes stated in the preamble to subsection 88(2.2), subsection 85(1) will apply to the transfer of each eligible property owned by DC to the particular Property Transferee, as described in paragraphs 19 & 20 above, provided each Particular Transferee and DC file a valid election in respect of such transfer, as described in paragraph 21 above, such that the agreed amount in respect of each such transfer shall be deemed to be the proceeds of disposition thereof to DC and the cost thereof to each such Property Transferee pursuant to paragraph 85(1)(a). ...