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In order to facilitate the proposed distribution described in Paragraph 24, DC will cause some or all of the real property described as XXXXXXXXXX to be severed in equal (XXXXXXXXXX %) interests. 17. ... DC will transfer its legal title (but not beneficial ownership) to the XXXXXXXXXX, a XXXXXXXXXX % severed interest in the XXXXXXXXXX, a XXXXXXXXXX% severed interest in the XXXXXXXXXX, a severed interest in XXXXXXXXXX (hereinafter referred to as the "Trusteed Real Property") to Bare Trusteeco. ...

(iv) Notwithstanding anything in the Plan to the contrary, for Tradable Options granted on or after XXXXXXXXXX, if a Canadian Participant's employment with all members of the Group is terminated by reason of death, disability or retirement (as approved by the Committee for Tradable Options granted on or after XXXXXXXXXX) prior to the end of the Option Period, the Tradable Option shall become XXXXXXXXXX % vested and non-forfeitable and shall expire on XXXXXXXXXX of the Option Period. (v) Notwithstanding anything in the Plan to the contrary, for Tradable Options granted on or after XXXXXXXXXX, if a Canadian Participant's employment with all members of the Group is terminated by reason of normal termination, and within XXXXXXXXXX days of such normal termination the Canadian Participant becomes disabled, the Tradable Options shall become XXXXXXXXXX % vested and non-forfeitable and shall expire on the last day of the Option Period. ...

All of the issued and outstanding shares in the capital of Canco are held by Holdco 1, Holdco 2 and Holdco 3 as follows: Shareholder Number of shares Redemption amount Voting % XXXXX Class A $XXXXX per share XXXXX% Holdco 1 preferred (redemption amount) (one vote per XXXXX Class B $XXXXX per share share) preferred (redemption amount) Holdco 2 XXXXX common- XXXXX% (one vote per share) Holdco 3 XXXXX common- XXXXX% (one vote per share) 4. ... A, who hold the following number of shares: Shareholder Number of shares Redemption amount Voting % XXXXX common XXXXX% Mr. ...

At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX; and (b) On XXXXXXXXXX, XXXXXXXXXX Co issued further Public Notes having an aggregate Principal Amount of US$XXXXXXXXXX. At that time, the applicable foreign currency exchange rate was US$1 = CDN$XXXXXXXXXX and the Canadian dollar equivalent of US$XXXXXXXXXX was CDN$XXXXXXXXXX. 9. ...

On XXXXXXXXXX, DC completed the sale of a XXXXXXXXXX% interest in the "XXXXXXXXXX " property located in the XXXXXXXXXX area to XXXXXXXXXX. for consideration consisting of XXXXXXXXXX common shares of XXXXXXXXXX. ... The fair market value, immediately before the transfer described in Paragraph 26 below, of each Participant's shares of the capital stock of Spinco will be equal to the amount determined by the formula: (A x B/C) + D as set out in subparagraph (b)(iii) of the definition "permitted exchange" in subsection 55(1). ...

(e) XXXXXXXXXX an inactive U.S. corporation incorporated under the laws of the State of XXXXXXXXXX owns XXXXXXXXXX % of the outstanding shares of XXXXXXXXXX. ... XXXXXXXXXX is a holding company and owns XXXXXXXXXX % of the issued and outstanding shares of XXXXXXXXXX is a U.S. corporation incorporated under the laws of the State of XXXXXXXXXX carries on the XXXXXXXXXX business in the U.S. for the Opco Group. 10. ...

XXXXXXXXXX The XXXXXXXXXX Partnership will be responsible for expenses related to the XXXXXXXXXX Services that form part of the XXXXXXXXXX Services budget (the "XXXXXXXXXX Expenses"), including any reimbursements (the "XXXXXXXXXX ") of amounts expended by the XXXXXXXXXX on account of the XXXXXXXXXX Fee (as described in Paragraph 38). ... Aco will agree to pay the XXXXXXXXXX Facilitator a Product Procurement Facilitation Fee equal to approximately XXXXXXXXXX % of the XXXXXXXXXX Expenses. ...

The authorized, issued and outstanding share capital of DC consists of: (a) XXXXXXXXXX Class A voting common shares (the "DC Class A Common Shares"), of which (I) XXXXXXXXXX shares are owned by a trust (the "Trust"); and (II) XXXXXXXXXX shares are owned by XXXXXXXXXX ("Individual A"); and (b) XXXXXXXXXX Class B non-voting, redeemable and XXXXXXXXXX % non-cumulative dividend preferred shares (the "DC Class B Preferred Shares") having an aggregate PUC and redemption amounts of $XXXXXXXXXX which are all owned by the Trust. ... Immediately after the share subscriptions described in paragraph 7 above and the share exchanges described in this paragraph, the FMV of each DC shareholder's shares of the capital stock of Newco will be equal to or approximate the amount determined by the formula, on the assumption that Individual A and the Trust are participants, DC is the distributing corporation and Newco is the acquiror, (A x B) + D C as found in subparagraph (b)(iii) of the definition of "permitted exchange" in subsection 55(1). ...

The issued and outstanding capital of Holdco2 consists of: (a) XXXXXXXXXX Class A non-voting, redeemable, retractable and XXXXXXXXXX % non-cumulative dividend preference shares (Holdco2 Class A Preference Shares") having a redemption and retraction amount of $XXXXXXXXXX each; and (b) XXXXXXXXXX common shares ("Holdco2 Common Shares"), all of which are owned by Individual A. ... The issued and outstanding capital of Subco1 consists of: (a) XXXXXXXXXX Class B voting, redeemable and XXXXXXXXXX % non-cumulative dividend special shares ("Subco1 Class B Special Shares") having a redemption amount equal to their issue price of $XXXXXXXXXX each; and (b) XXXXXXXXXX common shares ("Subco1 Common Shares"), all of which are owned by Holdco1. ...

The elected amount will be equal to the fair market value of the XXXXXXXXXX common shares of Exchangeco, being $ XXXXXXXXXX. ... The elected amount will be equal to the fair market value and the adjusted cost base of the XXXXXXXXXX common shares of Exchangeco, being $ XXXXXXXXXX. 16. ...