TABLE OF CONTENTS

MOOD MEDIA CORPORATION NOTICE OF SPECIAL MEETING OF SHAREHOLDERS	iii
MOOD MEDIA CORPORATION NOTICE OF MEETING OF NOTEHOLDERS	vi
QUESTIONS AND ANSWERS	viii
MANAGEMENT INFORMATION CIRCULAR	1
Introduction	1
Cautionary Notice Regarding Forward-Looking Statements and Information	1
Information for Non-Registered Holders of Company Common Shares and Company Notes	3
Information for United States Securityholders	4
Currency Exchange Rates	6
GLOSSARY OF TERMS	6
SUMMARY INFORMATION	28
The Company Shareholder Meeting	28
The Company Noteholder Meeting	28
Recommendation of the Special Committee and the Board	28
Reasons for Recommendation of the Special Committee and the Board	28
Financial Advisor Opinions	31
Details of the Arrangement	32
Financing of the Arrangement	36
Effect of the Arrangement	36
Voting and Support Agreements	46
Approval of Company Securityholders Required for the Arrangement	47
Court Approval	47
Regulatory Approvals	48
Timing	48
Deposit, Payment and Issuance Procedures Pursuant to the Arrangement	48
Treatment of Fractional New Company Common Shares and New Company Notes	50
Right to Dissent	50
Governance of New Mood Following the Arrangement	52
Certain Canadian Federal Income Tax Considerations	54
Certain United States Federal Income Tax Considerations	54
Selected Pro Forma Financial Information	54
Risk Factors	55
PART I — THE ARRANGEMENT	57
Background to the Arrangement	57
Recommendation of the Special Committee and the Board	59
Reasons for Recommendation of the Special Committee and the Board	59
Financial Advisor Opinions	62
Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement	64
Risk Factors Related to New Mood’s Equity	72
Risk Factors Related to the New Company Notes and Substituted New Company Notes	72
Details of the Arrangement	72
Financing of the Arrangement	76
Effect of the Arrangement	81
Voting and Support Agreements	90
The Arrangement Agreement	92
Procedure for the Arrangement Becoming Effective	106
Court Approvals	106
Chapter 15 Proceedings	107
Regulatory Approvals	107
Continuance and Domestication	108
Timing	109
Deposit, Payment and Issuance Procedures Pursuant to the Arrangement	109
Treatment of Fractional New Company Common Shares and New Company Notes	111
Mail Service Interruption	111
Lost Certificates	112
Right to Dissent	112
Interests of Certain Persons or Companies in the Arrangement	115
Expenses of the Arrangement	117
Securities Law Matters	117
Experts	120
Certain Canadian Federal Income Tax Considerations	120
Certain United States Federal Income Tax Considerations	128
PART II — PRO FORMA INFORMATION OF NEW MOOD AFTER GIVING EFFECT TO THE ARRANGEMENT	141
General	141
Pre- and Post-Arrangement Steps and Post-Arrangement Organizational Structure	141
Narrative Description of Business	143
Description of New Mood Share Capital	143
Governance of New Mood Following the Arrangement	144
Penalties of Sanctions	155

Individual Bankruptcies	155
Corporate Cease Trade Orders or Bankruptcies	155
Selected Pro Forma Financial Information	156
Pro Forma Consolidated Capitalization	160
Principal Holders of New Company Common Shares	161
Material Contracts	161
Auditors, Transfer Agent and Registrar	161
PART III — INFORMATION CONCERNING THE COMPANY	162
General	162
Documents Incorporated by Reference	162
Consolidated Capitalization	163
Description of Capital Structure	163
Prior Sales	164
Price Range and Trading Volumes	164
Risk Factors	165
Legal Proceedings and Regulatory Actions	165
Auditors, Transfer Agent and Registrar	165
Additional Information	165
PART IV — GENERAL PROXY MATTERS	167
Solicitation of Proxies	167
Appointment and Revocation of Proxies	167
Record Date	168
Signature of Proxy	168
Voting of Proxies	168
Exercise of Discretion of Proxy	168
Voting by Internet and Telephone	169
Voting Securities and Principal Holders Thereof	169
Interest of Informed Persons in Material Transactions	169
Procedure and Votes Required	170
PART V — APPROVAL	172
Board of Directors’ Approval	172
PART VI — CONSENTS OF EXPERTS	173
Consent of Allen & Company LLC	173
Consent of Origin Merchant Partners	173

APPENDICES

APPENDIX A —	ARRANGEMENT SHAREHOLDER RESOLUTION
APPENDIX B —	ARRANGEMENT NOTEHOLDER RESOLUTION
APPENDIX C —	CONTINUANCE AND DOMESTICATION RESOLUTION
APPENDIX D —	INTERIM ORDER
APPENDIX E —	NOTICE OF APPLICATION
APPENDIX F —	GOVERNANCE TERM SHEET
APPENDIX G —	RISK FACTORS RELATED TO NEW MOOD’S EQUITY
APPENDIX H —	RISK FACTORS RELATED TO THE NEW COMPANY NOTES AND SUBSTITUTED NEW COMPANY NOTES
APPENDIX I —	ARBITER VOTING AND SUBSCRIPTION AGREEMENT
APPENDIX J —	ARRANGEMENT AGREEMENT
APPENDIX K-1 —	OPINION OF ALLEN & COMPANY LLC
APPENDIX K-2 —	OPINIONS AND VALUATION OF ORIGIN MERCHANT PARTNERS
APPENDIX L —	NEW COMPANY NOTES INDENTURE
APPENDIX M —	SUBSTITUTED NEW COMPANY NOTES INDENTURE
APPENDIX N —	NEW COMPANY NOTES FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT
APPENDIX O —	SUBSTITUTED NEW COMPANY NOTES FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT
APPENDIX P —	NEW COMPANY NOTES COLLATERAL AGREEMENT
APPENDIX Q —	SUBSTITUTED NEW COMPANY NOTES COLLATERAL AGREEMENT
APPENDIX R —	SHAREHOLDER RIGHTS UNDER THE CBCA AND DGCL
APPENDIX S —	SECTION 190 OF THE CANADA BUSINESS CORPORATIONS ACT

MOOD MEDIA CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 15, 2017

NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated May 18, 2017, a special meeting (the “Company Shareholder Meeting”) of the holders (the “Company Shareholders”) of common shares (the “Company Common Shares”) of Mood Media Corporation (“Mood Media” or the “Company”), will be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9, at 9:30 a.m. (Toronto time) on June 15, 2017 for the following purposes:

(a) to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “Arrangement Shareholder Resolution”), the full text of which is set forth in Appendix A to the accompanying management information circular of the Company dated May 18, 2017 (the “Circular”), to approve a plan of arrangement (the “Arrangement”) involving the Company under section 192 of the Canada Business Corporations Act (“CBCA”);

(b) to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “Continuance and Domestication Resolution”) the full text of which is set forth in Appendix C to the Circular, authorizing (a) the Company to take such steps as are necessary to effect the continuance of the Company out of the laws of Canada (the “Continuance”) and to file a certificate of domestication pursuant to section 388 of the Delaware General Corporation Law with the Secretary of State of Delaware (the “Domestication”) and (b) in connection with the Domestication, the adoption of the Delaware certificate of incorporation and bylaws of the Company set forth in Exhibit I to Appendix C to the Circular; and

(c) to transact such further and other business as may properly be brought before the Company Shareholder Meeting or any adjournment or postponement thereof.

Specific details of the matters to be put before the Company Shareholder Meeting are set forth in the accompanying Circular. If the Arrangement Shareholder Resolution, the Arrangement Noteholder Resolution (as defined in the Arrangement Agreement) and Continuance and Domestication Resolution are approved, the Arrangement will be completed pursuant to the arrangement agreement made as of April 12, 2017 (the “Arrangement Agreement”) among the Company, AP Mixtape Holdings, L.P., FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC and Blackstone / GSO Strategic Credit Fund, subject to the satisfaction or waiver of the conditions contained therein. A copy of the Arrangement Agreement is attached as Appendix J to the accompanying Circular and is also available under the Company’s profile on SEDAR at www.sedar.com.

If the Arrangement Shareholder Resolution is not approved by the Company Shareholders at the Company Shareholder Meeting, the Arrangement cannot be completed. The Arrangement is also conditional upon the approval of the Arrangement Noteholder Resolution and the Continuance and Domestication Resolution.

THE BOARD OF DIRECTORS UNANIMOUSLY (OTHER THAN MR. ROSS LEVIN, WHO ABSTAINED AS AN INTERESTED DIRECTOR) RECOMMENDS THAT COMPANY SHAREHOLDERS VOTE FOR THE ARRANGEMENT SHAREHOLDER RESOLUTION.

The record date (the “Record Date”) for the determination of Company Shareholders entitled to receive notice of and to vote at the Company Shareholder Meeting is May 9, 2017. Only Company Shareholders whose names were entered in the register of Company Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Company Shareholder Meeting.

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Each Company Common Share entitled to be voted at the Company Shareholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Shareholder Meeting.

In order to become effective, the Arrangement Shareholder Resolution must be approved by: (i) at least 662/3% of the votes cast by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting; and (ii) at least a majority of the votes cast by Company Shareholders, present in person or represented by proxy at the Company Shareholder Meeting, excluding any votes attached to Company Common Shares held by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The Continuance and Domestication Resolution must be approved by at least 662/3% of the votes cast by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting. Before the Arrangement can become effective, it must be approved by a final order of the Court.

A Company Shareholder may attend the Company Shareholder Meeting in person or may be represented by proxy. Company Shareholders that are unable to attend the Company Shareholder Meeting or any adjournment or postponement thereof in person are requested to date, sign and return the applicable accompanying form of proxy for use at the Company Shareholder Meeting or any adjournment or postponement thereof. To be effective, the applicable form of proxy must be submitted using one of the following methods:

· by telephone (1-866-732-8683);

· through the internet (www.investorvote.com); or

· by mail so as to be received by Computershare Investor Services Inc., 100 University Ave., 8th Floor, North Tower Toronto, Ontario M5J 2Y1,

in each case by no later than 9:30 a.m. (Toronto time) on June 13, 2017 or 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of any adjournment or postponement of the Company Shareholder Meeting.

Notwithstanding the foregoing, the Chair of the Company Shareholder Meeting has the discretion to accept proxies received after such deadline. The time limit for deposit of proxies may be waived or extended by the Chair of the Company Shareholder Meeting at his or her discretion, without notice. For information regarding voting or appointing a proxyholder by internet or voting by telephone, see the forms of proxy for Company Shareholders and/or the Circular section entitled “Part IV — General Proxy Matters” in the accompanying Circular.

Beneficial (non-registered) holders of Company Common Shares who receive these materials through their broker, bank, trust company or other intermediary or nominee should follow the instructions provided by their broker, bank, trust company or other intermediary or nominee, including with respect to the time by which their responses must be received by their broker, bank, trust company or other intermediary or nominee. If no such instructions are provided, such holders should promptly contact their broker, bank, trust company or other intermediary or nominee for assistance.

Pursuant to the Interim Order, registered holders of Company Common Shares have a right to dissent in respect of the Arrangement Shareholder Resolution and to be paid an amount equal to the fair value of their Company Common Shares as of the close of business on the business day before the Arrangement Shareholder Resolution is approved. This dissent right and the dissent procedures are described in the Circular. The dissent procedures require that a registered holder of Company Common Shares who wishes to dissent send a written notice of objection to the Arrangement Shareholder Resolution to the Company (i) c/o Stikeman Elliott LLP, 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario M5L 1B9, Canada (Attention: Alexander Rose) or (ii) by facsimile transmission to c/o Stikeman Elliott LLP, Facsimile: 416-947-0866 (Attention: Alexander Rose), to be received by no later than 5:00 p.m. (Toronto time) on June 13, 2017 or, in the case of any adjournment or postponement of the Company Shareholder Meeting, by no later than 5:00 p.m. (Toronto time) on the second business day immediately preceding the day of the adjourned or postponed Company Shareholder Meeting, and

MOOD MEDIA CORPORATION

NOTICE OF MEETING OF NOTEHOLDERS

TO BE HELD JUNE 15, 2017

NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) dated May 18, 2017, a meeting (the “Company Noteholder Meeting”) of the holders (the “Company Noteholders”) of the $350 million in aggregate principal amount of 9.25% senior notes due 2020 (the “Company Notes”) of Mood Media Corporation (“Mood Media” or the “Company”), will be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9, at 9:00 a.m. (Toronto time) on June 15, 2017 for the following purposes:

(a) for Company Noteholders to consider and, if thought advisable, to pass, with or without variation, a resolution (the “Arrangement Noteholder Resolution”), the full text of which is set forth in Appendix B to the accompanying management information circular of the Company dated May 18, 2017 (the “Circular”), to approve a plan of arrangement (the “Arrangement”) involving the Company under section 192 of the Canada Business Corporations Act (the “CBCA”); and

(b) to transact such further and other business as may properly be brought before the Company Noteholder Meeting or any adjournment or postponement thereof.

Specific details of the matter to be put before the Company Noteholder Meeting are set forth in the accompanying Circular. If the Arrangement Noteholder Resolution is approved, the Arrangement will be completed pursuant to the arrangement agreement made as of April 12, 2017 (the “Arrangement Agreement”) among the Company, AP Mixtape Holdings, L.P., FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC and Blackstone / GSO Strategic Credit Fund, subject to the satisfaction or waiver of the conditions contained therein. A copy of the Arrangement Agreement is attached as Appendix J to the accompanying Circular and is also available under the Company’s profile on SEDAR at www.sedar.com.

If the Arrangement Noteholder Resolution is not approved by the Company Noteholders at the Company Noteholder Meeting, the Arrangement cannot be completed. The Arrangement is also conditional upon approval of the “Arrangement Shareholder Resolution” and the “Continuance and Domestication Resolution” set forth as Appendices A and C to the accompanying Circular.

THE BOARD OF DIRECTORS UNANIMOUSLY (OTHER THAN MR. ROSS LEVIN, WHO ABSTAINED AS AN INTERESTED DIRECTOR) RECOMMENDS THAT COMPANY NOTEHOLDERS VOTE FOR THE ARRANGEMENT NOTEHOLDER RESOLUTION.

The record date (the “Record Date”) for the determination of Company Noteholders entitled to receive notice of and to vote at the Company Noteholder Meeting is May 9, 2017. Only Company Noteholders whose names were entered in the register of Company Noteholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Company Noteholder Meeting.

Each $1,000 principal amount of Company Notes entitled to be voted at the Company Noteholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Noteholder Meeting. In order to become effective, the Arrangement Noteholder Resolution must be approved by at least 662/3% of the votes cast by Company Noteholders present in person or represented by proxy at the Company Noteholder Meeting.

All Company Noteholders hold their Company Notes as beneficial owners thereof in a position in the Depository Trust Company or its nominee through their intermediary (such as a bank, trust company, securities dealer or broker). Company Noteholders should receive a voting instruction form from their intermediary and/or Broadridge Financial Solutions, Inc. with the accompanying Circular which will include information regarding

voting, including the time by which voting instructions must be received by the intermediary. If no such voting instruction form is received, Company Noteholders should promptly contact their intermediary. Company Noteholders should follow the instructions on the voting instruction forms they received, including with respect to the time by which their voting instructions must be received by their intermediary. Company Noteholders should contact their intermediary promptly if they need assistance.

To be effective, voting instructions must be received by Kingsdale Advisors, 130 King St. West, Suite 2950, Toronto, Ontario M5X 1K6, Fax: 416-867-2271 or email at corpaction@kingsdaleadvisors.com, no later than 9:00 a.m. (Toronto time) on June 13, 2017 or 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of any adjournment or postponement of the Company Noteholder Meeting. Company Noteholders are cautioned that their intermediary has its own internal procedure for completing a voting instruction form, including the deadline by which such form must be completed. Such intermediary’s deadline may be in advance of the Company’s deadline noted above. Company Noteholders are encouraged to immediately contact their intermediary to inquire about its procedures for completing a voting instruction form. Company Noteholders should carefully follow the instructions, and adhere to the deadlines, provided to them by their intermediary. The time limit for receipt of voting instructions may be waived or extended by the Chair of the Company Noteholder Meeting at his or her discretion, without notice.

The persons named in the voting instruction form are officers of the Company and have discretion under the voting instruction form with respect to any amendments or variations of the matter of business to be acted on at the Company Noteholder Meeting or any other matters properly brought before the Company Noteholder Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Company Noteholder Meeting is routine and whether or not the amendment, variation or other matter that comes before the Company Noteholder Meeting is contested. As of the date hereof, management of the Company knows of no amendments, variations or other matters to come before the Company Noteholder Meeting other than the matters set forth in this Notice of Meeting. Company Noteholders that are planning on returning a voting instruction form are encouraged to review the Circular carefully before submitting the voting instruction form.

If you have any questions relating to the Company Noteholder Meeting, please contact Kingsdale Advisors by telephone toll-free at 1-866-851-4179 in North America or at 416-867-2271 outside of North America; or (ii) e- mail to contactus@kingsdaleadvisors.com.

Dated at the City of Toronto, in the Province of Ontario, this 18th day of May, 2017.

	BY ORDER OF THE BOARD OF DIRECTORS OF MOOD MEDIA CORPORATION

	(signed) “Michael F. Zendan II”
	Michael F. Zendan II
	Executive Vice President, General Counsel and Chief
	Administrative Officer
	Mood Media Corporation

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QUESTIONS AND ANSWERS

The following are questions that you, as a holder (a “Company Shareholder”) of common shares (the “Company Common Shares”) in the capital of Mood Media Corporation (“Mood Media” or the “Company”) or as a holder (a “Company Noteholder” and together with the Company Shareholders, the “Company Securityholders”) of a portion of the $350 million in aggregate principal amount of the Company’s 9.25% senior notes due 2020 (the “Company Notes” and, together with the Company Common Shares, the “Company Securities”), may have regarding the proposed plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) to be considered at (i) a special meeting (the “Company Shareholder Meeting”) of Company Shareholders and (ii) a meeting (the “Company Noteholder Meeting” and together with the Company Shareholder Meeting, the “Company Meetings”) of Company Noteholders. You are urged to carefully read the remainder of the Circular as the information in this “Questions and Answers” section does not provide all the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the Appendices to, and the documents incorporated by reference into, the accompanying management information circular (the “Circular”). Capitalized terms used but not otherwise defined in this “Questions and Answers” section have the meanings ascribed thereto under “Glossary of Terms” in the Circular.

Q. What is the proposed transaction?

A. The Company, AP Mixtape Holdings, L.P. (“Apollo Sponsor”) and FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC and Blackstone/GSO Strategic Credit Fund (each, a “GSO Sponsor” and, collectively, the “GSO Sponsors” and, GSO Sponsors (individually or collectively, as the context requires) and Apollo Sponsor each, a “Sponsor” and together, the “Sponsors”) have agreed to a transaction to be effected pursuant to a plan of arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) pursuant to which all of the Company Common Shares will be acquired and redeemed by the Company for C$0.17 in cash per Company Common Share and all Company Notes will be exchanged for consideration, per $1,000 principal amount, consisting of: (x) $500 aggregate principal amount of new second lien notes issued by the Company (the “New Company Notes”), which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of new second lien notes issued by an indirect wholly owned Subsidiary of New Mood (as defined below) (the “Substituted New Company Notes”); and (y) up to 175 new common shares of the Company (the “New Company Common Shares”), as well as additional consideration, to the extent applicable, in connection with the New Capital Offering. For more details regarding the New Capital Offering, see the immediately following Question and Answer and “Part I — The Arrangement — Effect of the Arrangement — New Company Common Shares and New Company Notes — Participation in the New Capital Offering by Non-Sponsor Noteholders” of the Circular.

Further, in connection with the Arrangement:

· the Company proposes to continue the Company’s jurisdiction of incorporation from Canada (the “Continuance”) under the CBCA to domesticate in the State of Delaware (the “Domestication”). The post-Continuance and Domestication Company is referred to herein as “New Mood”;

· the Company, in consultation with the Sponsors, will take all actions reasonably requested or required to effect the repayment and redemption of all of the $50 million in aggregate principal amount of Mood Media Group S.A.’s 10% senior notes due 2023 pursuant to the applicable provisions of the MMGSA Note Indenture concurrently with the closing of the Arrangement or within 60 days of such date; and

· the Company will also provide holders of Company Notes who are Eligible Company Noteholders with the opportunity to subscribe for and purchase their pro rata portion (as between eligible holders) of up to approximately $50 million of additional newly-issued post-Arrangement New Company Common Shares to be issued by the Company (subject to a pro rata reduction based on the actual

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offering size, which will be no less than $25 million) in connection with the Arrangement (the “New Capital Offering”).

Q. What will I receive if the Arrangement is completed?

A. Company Shareholders will receive a cash payment equal to C$0.17 per Company Common Share (the “Share Cash-Out Consideration”) in exchange for their Company Common Shares. For example, if you own 1 million Company Common Shares, you will receive C$170,000 in cash, without interest and less any applicable withholding taxes.

Subject to the terms and conditions set forth in the Arrangement Agreement, Company Noteholders will receive per $1,000 aggregate principal amount of Company Notes:

(i) if the Company Noteholder is a Funding Company Noteholder, (1) $500 aggregate principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, (2) 175 New Company Common Shares and (3) the additional consideration described in the immediately following paragraph in connection with the New Capital Offering, or

(ii) if the Company Noteholder is not a Funding Company Noteholder, (1) $500 principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes and (2) 150 New Company Common Shares.

In connection with the Arrangement and as contemplated by the Plan of Arrangement, the Company will effect the New Capital Offering, being an offering of New Company Common Shares in the maximum amount of $50 million (and not less than $25 million). Company Noteholders that participate in the New Capital Offering and are Funding Company Noteholders will receive 1,250 New Company Common Shares per $1,000 of Funded Amount validly deposited by such Funding Company Noteholder (comprised of (a) 568 New Company Common Shares delivered as consideration for their participation in the New Capital Offering and (b) 682 New Company Common Shares delivered as additional consideration under the Arrangement in connection with the exchange of such Company Noteholder’s Company Notes). For more details regarding the New Capital Offering and Funding Company Noteholders, see “Part I — The Arrangement — Details of the Arrangement” and “Part I — The Arrangement — Effect of the Arrangement — New Company Common Shares and New Company Notes — Participation in the New Capital Offering by Non-Sponsor Noteholders” of the Circular.

For example: (i) a Funding Company Noteholder holding $1 million aggregate principal amount of Company Notes that validly deposits its Funded Amount of $142,857.14 (such Company Noteholder’s Participating Noteholder Commitment Amount calculated assuming a New Capital Offering Amount of $50 million) will receive, in the aggregate, $500,000 of aggregate principal amount of New Company Notes, which will subsequently be redeemed by delivery of $500,000 of aggregate principal amount of Substituted New Company Notes, and 353,571 New Company Common Shares, consisting of:

· 175,000 New Company Common Shares ($1 million principal amount of Company Notes divided by $1,000 multiplied by 175), plus

· 178,571 New Company Common Shares ($142,857.13 of Funded Amount divided by $1,000 multiplied by 1,250); and

(ii) a non-Funding Company Noteholder holding $1 million aggregate principal amount of Company Notes will receive, in the aggregate, $500,000 of aggregate principal amount of New Company Notes, which will subsequently be redeemed by delivery of $500,000 of aggregate principal amount of Substituted New Company Notes, and 150,000 New Company Common Shares (i.e. $1 million principal amount of Company Notes divided by $1,000 multiplied by 150).

Q. How does the Share Cash-Out Consideration compare to the market price of the Company Common Shares prior to the public announcement of the Arrangement?

A. The Share Cash-Out Consideration to be received by Company Shareholders under the Arrangement of C$0.17 in cash per Company Common Share represents a 149% premium over the volume weighted average trading price of the Company Common Shares on the TSX for the 20-day period ending April 12, 2017, the date the Arrangement Agreement was entered into.

Q. Has the board of directors of the Company unanimously approved the transaction?

A. Yes. Following the unanimous recommendation of the special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), consultation with the Company’s senior management and with legal and financial advisors, and the review of significant information and consideration of a number of factors (including the interests of affected stakeholders), the Board (other than Mr. Ross Levin, who abstained as an interested director due to the Arbiter Reinvestment) unanimously determined that the Arrangement and the Continuance and Domestication are in the best interests of the Company.

Q. Am I entitled to vote?

A. You are entitled to vote at the Company Shareholder Meeting if you were a holder of Company Common Shares as of the close of business on May 9, 2017, the record date for the Company Shareholder Meeting. A holder of Company Common Shares will be entitled to one vote for each Company Common Share held.

You are entitled to vote at the Company Noteholder Meeting if you were a holder of Company Notes as of the close of business on May 9, 2017, the record date for the Company Noteholder Meeting. A holder of Company Notes will be entitled to one vote for each $1,000 principal amount of Company Notes held.

Q. What am I voting on?

A. At the Company Shareholder Meeting, Company Shareholders will be voting on (i) a special resolution to approve the Arrangement (the “Arrangement Shareholder Resolution”) the full text of which is set forth in Appendix A to the Circular, and (ii) a special resolution to approve the Continuance and Domestication and, in connection with the Domestication, the adoption of the Delaware certificate of incorporation and bylaws of the Company set forth in Exhibit I to Appendix C to the Circular (the “Continuance and Domestication Resolution”) the full text of which is set forth in Appendix C to the Circular.

At the Company Noteholder Meeting, Company Noteholders will be voting on a resolution to approve the Arrangement (the “Arrangement Noteholder Resolution”), the full text of which is set forth in Appendix B to the Circular.

Q. When and where are the Company Shareholder Meeting and Company Noteholder Meeting?

A. The Company Shareholder Meeting will be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9, at 9:30 a.m. (Toronto time) on June 15, 2017.

The Company Noteholder Meeting will be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9, at 9:00 a.m. (Toronto time) on June 15, 2017.

Q. May I attend the Company Shareholder Meeting and/or Company Noteholder Meeting?

A. Subject to the requirements described in the Circular, all Company Shareholders as of the Record Date may attend the Company Shareholder Meeting and vote in person and all Company Noteholders as of the Record Date may attend the Company Noteholder Meeting and vote in person.

If, as of the Record Date, you are a Non-Registered Holder of Company Securities, which includes all Company Notes, you may not vote your Company Securities in person at the applicable Company Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your Company Securities in person at the applicable Company Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your Company Securities in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposed resolutions without your instructions.

Even if you plan to attend a Company Meeting in person, to ensure that your Company Securities will be represented at the applicable Company Meeting, we encourage you to sign, date and return the applicable enclosed form of proxy in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the applicable Company Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

Q. Does the Board recommend that I vote “FOR” the Arrangement Shareholder Resolution, the Continuance and Domestication Resolution and the Arrangement Noteholder Resolution?

A. Yes. The Board (other than Mr. Levin, who abstained as an interested director due to the Arbiter Reinvestment) unanimously recommends that: (i) the Company Shareholders vote “FOR” the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution; and (ii) the Company Noteholders vote “FOR” the Arrangement Noteholder Resolution.

Q. What do I do with my share certificates?

A. Registered Holders of Company Common Shares who deposit a validly completed and duly signed Letter of Transmittal, together with any certificate(s) representing their Company Common Shares, will receive the Share Cash-Out Consideration to which they are entitled under the Arrangement, with any surrendered certificate(s) being cancelled. As soon as a former Registered Holder of Company Common Shares who has complied with the procedures set out above and in the Letter of Transmittal is entitled to a payment of Share Cash-Out Consideration in accordance with the Arrangement and after receipt of all required documents, a cheque or a wire transfer representing the Share Cash-Out Consideration payable under the Arrangement to such Registered Holder of Company Common Shares will be paid to such Registered Holder of Company Common Shares.

Q. What is required for the Arrangement to become effective?

A. The Arrangement Shareholder Resolution must be approved by: (i) at least 662/3% of the votes cast by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting; and (ii) at least a majority of the votes cast by Company Shareholders, present in person or represented by proxy, at the Company Shareholder Meeting, excluding any votes attached to Company Common Shares beneficially owned by persons described in items (a) through (d) of section 8.1(2) of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions. The Continuance and Domestication Resolution must be approved by at least 662/3% of the votes cast by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting.

The Arrangement Noteholder Resolution must be approved by at least 662/3% of the votes cast by Company Noteholders present in person or represented by proxy at the Company Noteholder Meeting.

In addition to the approval of the Arrangement Shareholder Resolution by Company Shareholders and the approval of the Arrangement Noteholder Resolution by Company Noteholders described above, the obligations of the Company and the Sponsors to consummate the Arrangement and the other transactions contemplated by the Arrangement Agreement are subject to a number of conditions, including, among others, approval of the Court, entry of the U.S. Recognition Order, as well as obtaining various regulatory approvals.

Q. When do you expect the Arrangement and the Continuance and Domestication to be completed?

A. The Company currently anticipates that the Arrangement and the Continuance and Domestication will be completed in June 2017. However, completion of the Arrangement is subject to a number of conditions and it is possible that factors outside the control of the Company or the Sponsors could result in the Arrangement and the Continuance and Domestication being completed at a later time, or not at all. Completion of the Continuance and Domestication is conditional upon completion of the Arrangement. Subject to certain limitations, each party to the Arrangement Agreement may terminate the Arrangement Agreement if the Arrangement is not consummated by October 12, 2017, which date can be extended by mutual written agreement between the parties to the Arrangement Agreement.

Q. What happens if the Arrangement is not completed?

A. If the Arrangement is not completed for any reason: (i) Company Shareholders will not receive the Share Cash-Out Consideration; (ii) Company Noteholders will not receive the Non-Participating Company Note Consideration or Participating Company Note Consideration, as applicable; (iii) the Continuance and Domestication will not be completed; and (iv) the other transactions contemplated by the Arrangement Agreement (including the MMGSA Note Redemption and the Credit Facility Refinancing) will not be completed. Instead, (1) the Company will remain a “reporting issuer” under applicable Canadian securities laws, (2) the Company Common Shares will continue to be listed and traded on the Toronto Stock Exchange and (3) the Company Notes will remain outstanding.

The Company has agreed to pay Sponsors a termination fee of C$1.5 million in the event that the Arrangement Agreement is terminated in certain circumstances as described in the Circular. Subject to certain exceptions, the Company has also agreed to reimburse all reasonable fees and expenses incurred by the Sponsors and their advisors and in connection with the Arrangement and the transactions related thereto and any filing or related fees or expenses payable to a Governmental Entity in connection with a Regulatory Approval. For more information, see “Part I — The Arrangement — The Arrangement Agreement — Termination Fees” and “Part I — The Arrangement — The Arrangement Agreement —Fees and Expenses” of the Circular.

Q. What are the Canadian federal income tax consequences of the Arrangement to the Company Securityholders?

A. Company Shareholders who are Resident Holders (as defined in the Circular) will generally realize a capital gain or a capital loss as a result of disposing of their Company Common Shares pursuant to the Arrangement. Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain realized by the Resident Holder in the year, and is required to deduct one-half of any capital loss against capital gains realized in the year.

Company Shareholders who are Non-Resident Holders (as defined in the Circular) will generally not be subject to Canadian tax on any capital gain realized on the disposition of the Company Common Shares pursuant to the Arrangement unless such Company Common Shares constitute “taxable Canadian property” of the Non-Resident Holder and the gain is not exempt from tax under an applicable tax treaty.

For a discussion of Canadian federal income tax consequences of the Arrangement to the Company Noteholders, see “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations.”

Company Securityholders should review the discussion under “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations” and are urged to consult their tax advisors regarding the tax consequences of the Arrangement.

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Q. What are the United States federal income tax consequences of the Arrangement to the Company Securityholders?

A. Company Shareholders who are U.S. Holders (as defined in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations”) will generally recognize gain or loss on the redemption of their Company Common Shares in exchange for the Share Cash-Out Consideration equal to the difference between the amount of cash received and their tax basis in the Company Common Shares surrendered. Such gain or loss will generally be capital gain or loss. Capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations.

Company Shareholders who are Non-U.S. Holders (as defined in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations”) will generally not be subject to U.S. federal income taxation on the receipt of Share Cash-Out Consideration in exchange for Company Common Shares unless (i) such Company Shareholder is an individual who was present in the United States for 183 days or more during the taxable year in which the Arrangement Agreement is consummated and certain other conditions are met, (ii) such gain is effectively connected with the conduct by such Company Shareholder of a trade or business in the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) or (iii) the Company is or has been during a specified testing period a “U.S. real property holding corporation” for U.S. federal income tax purposes and the Non-U.S. Holder has owned more than 5% of the Company Common Stock during such specified testing period.

Company Noteholders generally should not recognize gain or loss on the exchange of their Company Notes for the Non-Participating Company Note Consideration or the Participating Company Note Consideration, as applicable.

Company Securityholders should review the discussion under the heading “Part I — The Arrangement — Certain United States Federal Income Tax Considerations,” and are urged to consult their tax advisors regarding the tax consequences of the Arrangement.

Q. What if amendments are made to these matters or if other matters of business are brought before a Company Meeting?

A. If you attend a Company Meeting in person and are eligible to vote, you may vote on such matters as you choose. If you have completed and returned an applicable form of proxy or, in the case of the notes, a voting instruction form, the persons named in the form of proxy or voting instruction form, as applicable, will have discretionary authority with respect to amendments or variations to the matters identified in the Notice of Special Meeting of Company Shareholders and the Notice of Meeting of Company Noteholders, as applicable, and to other matters that may properly come before the applicable Company Meeting. As of the date of the Circular, the Company’s management knows of no such amendment, variation or other matter expected to come before either Company Meeting. If any other matters properly come before a Company Meeting, the persons named in the form of proxy or voting instruction form, as applicable, will vote on them in accordance with their best judgment.

Q. How can I vote?

A. If you are eligible to vote and your Company Common Shares are registered in your name, you can vote your Company Common Shares in person at the Company Shareholder Meeting or by signing and returning your form of proxy in the prepaid envelope provided or by appointing a proxyholder using the internet at www.investorvote.com, or by voting using the internet at www.investorvote.com or by calling 1-866-732-8683.

If your Company Securities are not registered in your name but are held by a nominee (which includes all Company Notes), please see below.

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Q. How can a Non-Registered Holder of Company Securities vote?

A. If your Company Securities are not registered in your name, but are held in the name of a nominee (usually a bank, trust company, securities broker or other financial institution), your nominee is required to seek your instructions as to how to vote your securities. Company Common Shares or Company Notes held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non- Registered Holder. All Company Notes are held in the name of a nominee. Your nominee will have provided you with a package of information, including these meeting materials and either a proxy or a voting instruction form. Carefully follow the instructions accompanying the proxy or voting instruction form.

Additionally, the Company may use the Broadridge QuickVote™ service to assist Non-Registered Holders of Company Securities with voting their Company Securities. Non-Registered Holders of Company Securities may be contacted by Kingsdale Advisors, the Company’s proxy solicitation agent, to conveniently obtain a vote directly over the telephone. Broadridge then tabulates the results of all instructions received and provides the appropriate instructions with respect to the Company Securities to be represented at the applicable Company Meeting.

Q. Who votes my securities and how will they be voted if I return a form of proxy or voting instruction form?

A. By properly completing and returning a form of proxy or voting instruction form, as applicable, you are authorizing the persons named in the form of proxy or voting instruction form, as applicable, to attend the applicable Company Meeting and to vote your securities.

The securities represented by your proxy or voting instruction form must be voted according to your instructions in the proxy or voting instruction form, as applicable. If you properly complete and return your proxy or voting instruction form, as applicable, but do not specify how you wish the votes cast, the persons named therein will vote your Company Common Shares or Company Notes, as applicable, as they see fit. Unless you provide contrary instructions, securities represented by proxies or voting instruction forms received by management will be voted “FOR” the applicable Arrangement Resolution and, in the cases of Company Common Shares, the Continuance and Domestication Resolution.

Q. Can I appoint someone other than the individuals named in the enclosed form of proxy or voting instruction form to vote my securities?

A. Yes, you have the right to appoint the person of your choice, who does not need to be a Company Securityholder, to attend and act on your behalf at the applicable Company Meeting. If you wish to appoint a person other than the names that appear, then strike out those printed names appearing on the form of proxy or voting instruction form and insert the name of your chosen individual in the space provided or submit another appropriate form of proxy permitted by law, and in either case, send or deliver the completed proxy or voting instruction form to (i) in the case of Company Common Shares, the offices of Computershare Investor Services Inc.; and (ii) in the case of Company Notes, the offices of Kingsdale Advisors, in either case before the above-mentioned deadline.

It is important to ensure that any other person you appoint attends the applicable Company Meeting and is aware that his or her appointment to vote your securities has been made. Persons named in forms of proxy or voting instruction forms should, on arrival at the Company Shareholder Meeting, present themselves to a representative of Computershare Investor Services Inc. and, on arrival at the Company Noteholder Meeting, present themselves to a representative of Kingsdale Advisors.

Each Non-Registered Holder of Company Common Shares or Company Notes has the right to direct your broker, trustee or nominee how to vote. However, because a Non-Registered Holder is not the holder of record, a Non-Registered Holder will not be entitled to vote its Company Common Shares or Company Notes in person at the applicable Company Meeting and must use the voting instruction form it receives to

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vote Company Common Shares or Company Notes directly at the applicable Company Meeting. The voting instruction form must be returned as directed well in advance of the applicable Company Meeting in order to have the Company Common Shares or Company Notes, as applicable, voted.

Although a Non-Registered Holder may not be recognized directly at the applicable Company Meeting for the purpose of voting Company Common Shares or Company Notes registered in the name of its broker or other intermediary, a Non-Registered Holder may vote those Company Common Shares or Company Notes as a proxyholder for the Registered Holder. To do this, a Non-Registered Holder should strike out those printed names appearing on the form of proxy or voting instruction form and enter such Non-Registered Holder’s own name in the blank space on the applicable form of proxy or voting instruction form provided to the Non-Registered Holder and return the document to such Non-Registered Holder’s broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the applicable Company Meeting.

Q. Can I revoke a proxy or voting instruction?

A. If you are a registered holder of Company Common Shares and have returned a form of proxy you may revoke it by:

· completing and signing a proxy bearing a later date, and delivering it to Computershare Investor Services Inc. any time up to 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of the Company Shareholder Meeting, or 48 hours (excluding weekends and holidays in the Province of Ontario) preceding the time to which the meeting was adjourned or postponed; or

· delivering a written statement, signed by you or your authorized attorney: (i) to Computershare Investor Services Inc. any time up to 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of the Company Shareholder Meeting, or 48 hours (excluding weekends and holidays in the Province of Ontario) preceding the time to which the meeting was adjourned or postponed; or (ii) to the Chair of the Company Shareholder Meeting prior to the start of such meeting; or (iii) in any other manner permitted by law.

If you are a Non-Registered Holder of Company Common Shares or Company Notes, contact your nominee.

Q. How many Company Common Shares and how much aggregate principal amount of Company Notes are outstanding?

A. As of the date of the Circular, there were 183,694,082 Company Common Shares and $350 million aggregate principal amount of Company Notes outstanding. The Company has no other class or series of voting shares outstanding. Other than as disclosed in the Circular, there is no person who, to the knowledge of the Company’s directors and executive officers, beneficially owns, or exercises control or direction over, directly or indirectly, shares carrying 10% or more of the voting rights attached to all outstanding Company Common Shares and Company Notes.

Q. What do I need to do now?

A. Carefully read and consider the information contained, and incorporated by reference into, the Circular. You are required to make an important decision. If you have any questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor. Your vote is important and you are encouraged to vote promptly.

Q. What if I have other questions?

A. Company Securityholders that have questions regarding the Company Meetings or require further assistance are encouraged to contact the proxy solicitation, information and exchange agent, Kingsdale

MANAGEMENT INFORMATION CIRCULAR

See “Glossary of Terms” for the meaning assigned to certain capitalized terms in this Circular.

Introduction

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of the Company for use at each of the Company Meetings and any adjournment(s) or postponement(s) thereof. No person has been authorized to give any information or make any representation in connection with the Arrangement or the Continuance and Domestication other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Company.

This Circular does not constitute an offer to sell, offer to acquire or a solicitation of an offer to sell or acquire any securities, or a solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or is unlawful.

Company Securityholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial and other professional advisors.

The information concerning the Sponsors contained in this Circular has been provided by the Sponsors. Although the Company has no knowledge that would indicate that any of such information is untrue or incomplete, the Company does not assume any responsibility for the accuracy or completeness of such information or the failure by the Sponsors to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to the Company. However, the Company does not have any knowledge that would indicate that any such information is misleading, inaccurate or incomplete.

This Circular and the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of such transactions or upon the accuracy or adequacy of the information contained in this Circular. Any representation to the contrary is an offence.

This Circular contains summaries of certain agreements that the Company has entered into or will enter into in connection with the Arrangement and the other transactions contemplated by this Circular. The descriptions contained in this Circular of these agreements do not purport to be complete and are subject to, and qualified in their entirety by reference to, the definitive agreements. Copies of certain documents referred to herein are attached as Appendices to this Circular. You are urged to read carefully the full text of such documents. In addition, copies of the definitive agreements will be made available without charge to you in response to a written request to the Company.

Information contained in this Circular is given as of May 17, 2017 unless otherwise specifically stated.

Cautionary Notice Regarding Forward-Looking Statements and Information

This Circular, including documents incorporated by reference herein, contains forward-looking statements and information. The use of any of the words “expect,” “anticipate,” “continue,” “estimate,” “objective,” “ongoing,” “may,” “will,” “project,” “should,” “believe,” “plans,” “intends,” “potential” and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: the expected timing of the Company Meetings; the completion of the Arrangement and satisfaction or waiver of the conditions thereto, including obtaining approval of the Company Shareholders and Company Noteholders, and the expected completion date thereof; the completion of the Continuance and Domestication and satisfaction or waiver of the conditions thereto, including obtaining approval of the Company Shareholders, and the expected completion date thereof; the

anticipated timing of filing submissions for, and receipt of, the Regulatory Approvals; timing and receipt of the Final Order; the anticipated fees and expenses of the Arrangement and the transactions related thereto; the anticipated tax consequences of the Arrangement on the Company Shareholders and Company Noteholders; the stock exchange delisting of the Company Common Shares and termination of the Company’s reporting issuer status following the Arrangement; the composition of the New Mood Board; the performance characteristics of the Company’s business; certain post-Arrangement pro forma operational and financial information of the Company; the Company’s pro forma assets, cost structure, financial position, cash flow, strategy and growth prospects following the Arrangement; statements made in, and based upon, the Financial Advisor Opinions; the ability of the Company to realize the anticipated benefits from the Arrangement; the board of directors and executive leadership team of the Company following the Arrangement; the ownership interest of the Sponsors, the board of directors and executive leadership and others in the Company following the Arrangement; governance policies and corporate governance matters in respect of the Company following the Arrangement; change in control matters in respect of officers of the Company; and other statements that are not historical facts.

Furthermore, the pro forma information set forth in this Circular should not be interpreted as indicative of financial position or other results of operations and does not purport to project the Company’s results of operations for any future period. As such, undue reliance should not be placed on such pro forma information.

The forward-looking statements and information included and incorporated by reference in this Circular are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning: customer demand for the Company’s products, technology and pricing models following the Arrangement; interest and foreign exchange rates; capital efficiencies and cost-savings; current industry, economic and market conditions; prevailing regulatory, tax laws and regulations; growth projects; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; the Company and the Sponsors complying with the terms of the Arrangement Agreement; no occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; and the receipt, in a timely manner, of regulatory, Court and securityholder approvals and the satisfaction of other closing conditions in accordance with the Arrangement Agreement; the Company’s anticipated financial performance following the Arrangement; the success of the Company’s operations; that there will be no changes to certain tax laws and statutory regimes referenced in this Circular between the date of this Circular and the closing of the Arrangement; no unforeseen changes in the global music streaming, licensing or other legislative and operating framework for the business of the Company; and that there will be no significant events occurring outside of the normal course of business of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, changes in global music streaming and licensing, regulatory, legal, general economic, market and business conditions, industry competition and various events that could disrupt operations; changes in development plans for expansion and efficiency; unexpected changes in prices, margins, product availability, foreign exchange and tax rates, or licensing agreements; unexpected logistics issues; general operating risks associated with investment in foreign jurisdictions, including international economic sanctions measures; the impact of litigation or disputes, including relating to global music streaming and licensing; inflation, currency and interest rate fluctuations and changes in tax rates that could affect the Company’s ability to meet its respective obligations; and changes in terms of agreements with suppliers and counterparties. There are also risks inherent in the nature of the Arrangement and the Continuance and Domestication, including: failure to realize the anticipated benefits of the Arrangement; the ability of the Company following the Arrangement to access sufficient capital from internal and external sources on favourable terms, or at all; failure to satisfy all regulatory conditions or obtain required regulatory, Court and securityholder approvals, and failure to satisfy all other closing conditions in accordance with the terms of the Arrangement Agreement, in a timely manner and on favourable terms or at all; changes in legislation, including but not limited to tax laws; and failure to realize anticipated cost savings. This Circular also contains forward-looking statements and information concerning the anticipated timing for and completion of the Arrangement and the Continuance and Domestication. The Company has provided these anticipated times in reliance on certain assumptions that they believe are

reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, Court and securityholder approvals and the time necessary to satisfy the conditions to the closing of the Arrangement and the Continuance and Domestication. These dates may change for a number of reasons, including the inability to secure necessary regulatory, Court or securityholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement and the Continuance and Domestication. None of the foregoing lists of important factors are exhaustive. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this Circular.

The information contained in this Circular, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of the Company following the Arrangement. Readers are urged to carefully consider those factors.

Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described in “Part I — The Arrangement — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement,” “Part I — The Arrangement — Risk Factors Related to New Mood’s Equity,” “Part I — The Arrangement — Risk Factors Related to the New Company Notes and Substituted New Company Notes,” “Part III — Information Concerning the Company — Risk Factors,” “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations,” and “Part I — The Arrangement — Certain United States Federal Income Tax Considerations” and other risks described elsewhere in this Circular. Additional information on these and other factors that could affect the operations or financial results of the Company prior to or following the Arrangement are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).

The forward-looking statements and information contained in this Circular are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

Information for Non-Registered Holders of Company Common Shares and Company Notes

The information set forth in this section is of significant importance to many Company Securityholders, as a substantial number of such Company Shareholders do not hold Company Common Shares and none of the Company Noteholders hold Company Notes in their own name. Company Securityholders that do not hold their Company Common Shares or Company Notes, as applicable, in their own name (“Non-Registered Holders”) should note that only proxies deposited by Company Shareholders and Company Noteholders whose names appear on, with respect to the Company Common Shares, the records of the registrar and transfer agent for the Company and, with respect to the Company Notes, the records of the U.S. trustee and Canadian trustee under the Company Note Indenture, as the Registered Holders of Company Common Shares and Company Notes, respectively, can be recognized and acted upon at the applicable Company Meeting.

If Company Common Shares are listed in an account statement provided to a Company Shareholder by a broker, then in almost all cases those Company Common Shares will not be registered in a holder’s name on the records of the Company. Such Company Common Shares will more likely be registered under the name of the holder’s broker or an agent of that broker. The vast majority of such Company Common Shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many brokerage firms). All of the Company Notes are registered in the name of Cede & Co., the nominee for the Depository Trust Company, which is the United States equivalent of CDS.

Company Common Shares or Company Notes held by brokers or their nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Holder. Without specific instructions, the brokers/nominees are prohibited from voting Company Common Shares or Company Notes for their clients.

Applicable regulatory policy may require intermediaries/brokers to seek voting instructions from Non- Registered Holders in advance of shareholder and noteholder meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered

Holders in order to ensure that their Company Common Shares or Company Notes, as applicable, are voted at the applicable Company Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its broker is identical to the form of proxy provided to Registered Holders; however, its purpose is limited to instructing the Registered Holders on how to vote on behalf of the Non-Registered Holder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the applicable form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form by mail or facsimile. Alternatively, the Non-Registered Holder can, generally, call a toll-free telephone number or access the internet to vote. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Company Common Shares or Company Notes to be represented at the applicable Company Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Company Common Shares or Company Notes directly at the applicable Company Meeting, as the voting instruction form must be returned as directed well in advance of the applicable Company Meeting in order to have the Company Common Shares or Company Notes voted.

Although a Non-Registered Holder may not be recognized directly at the applicable Company Meeting for the purpose of voting Company Common Shares or Company Notes registered in the name of its broker or other intermediary, a Non-Registered Holder may vote those Company Common Shares or Company Notes as a proxyholder for the Registered Holder. To do this, a Non-Registered Holder should enter such Non-Registered Holder’s own name in the blank space on the applicable form of proxy or voting instruction form provided to the Non-Registered Holder and return the document to such Non-Registered Holder’s broker or other intermediary (or the agent of such broker or other intermediary) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the applicable Company Meeting.

If you are a Non-Registered Holder, you have the right to direct your broker, trustee or nominee how to vote. However, because a Non-Registered Holder is not the securityholder of record, you will not be entitled to vote your beneficially-owned Company Common Shares or Company Notes in person at the applicable Company Meeting unless you obtain a “legal proxy” from the Canadian or U.S. broker, trustee or nominee that holds your Company Common Shares or Company Notes, giving you the right to vote the Company Common Shares or Company Notes at the applicable Company Meetings.

Information for United States Securityholders

The New Company Common Shares, New Company Notes and Substituted New Company Notes to be issued under the Arrangement (excluding the New Company Common Shares to be offered and sold in the New Capital Offering) will be, upon completion of the Arrangement, freely tradeable under the U.S. Securities Act, except by persons who are “Affiliates” of the Company at such time or were “Affiliates” of the Company within 90 days before such time. Persons who may be deemed to be “Affiliates” of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer.

The New Company Common Shares to be offered and sold in the New Capital Offering are being offered and sold exclusively to Eligible Company Noteholders in reliance on the exemption from registration under the U.S. Securities Act set forth in Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering. Accordingly, such New Company Common Shares are restricted securities and may be transferred or resold only in transactions registered under, or exempt from the registration requirements of, the U.S. Securities Act

and applicable state securities laws. See “Appendix G — Risk Factors Related to New Mood’s Equity — The New Company Common Shares issuable in the New Capital Offering are restricted securities and are subject to resale restrictions.”

Any resale of New Company Common Shares, New Company Notes or Substituted New Company Notes by an “Affiliate” (or former “Affiliate”) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. See “Part I — The Arrangement — Securities Law Matters — United States.”

The solicitations of proxies for the Company Meetings are not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are being made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Company Shareholders and Company Noteholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Information concerning the operations of the Company contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The financial statements of the Company included or incorporated by reference, as applicable, in this Circular were prepared in accordance with IFRS, which differ from U.S. GAAP in certain material respects, and are subject to auditing and auditor independence standards in Canada, and thus may not be comparable to financial statements and information of United States companies prepared in accordance with U.S. GAAP.

Company Shareholders and Company Noteholders subject to United States federal taxation should be aware that the tax consequences to them of the Arrangement under certain United States federal income tax laws described in this Circular are a summary only. Company Securityholders are advised to consult their tax advisors to determine the particular tax consequences to them of participating in the Arrangement and with respect to the ownership and disposition of New Company Common Shares and New Company Notes (and, after the redemption of the New Company Notes, the Substituted New Company Notes) acquired pursuant to the Arrangement and the other transactions contemplated by the Arrangement Agreement. See “Part I — The Arrangement — Certain United States Federal Income Tax Considerations” for certain information concerning the tax consequences of the Arrangement for U.S. Holders who are United States taxpayers.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that the Company is organized under the laws of Canada and that substantial portions of the assets of the Company are located outside the United States. As a result, it may be difficult or impossible for Company Securityholders to effect service of process within the United States upon the Company or to realize against it upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or the securities laws of any state within the United States. In addition, Company Securityholders should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or the securities laws of any state within the United States; or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or the securities laws of any state within the United States.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by the Company.

THE SECURITIES CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Currency Exchange Rates

The Company publishes its consolidated financial statements in United States dollars. In this Circular, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in United States dollars and references to “dollars,” “US$” or “$” are to United States dollars and references to “C$” are to Canadian dollars.

The following table sets forth: (i) the rates of exchange for the Canadian dollar, expressed in U.S. dollars, in effect at the end of each of the periods indicated; (ii) the average exchange rates during such periods; and (iii) the high and low exchange rates during each period, in each case based on the Bank of Canada daily average exchange rate for United States dollars published on the Bank of Canada’s website (the “Bank of Canada rate”).

	Three Months Ended March 31,		Year Ended December 31,
	2017	2016	2016	2015	2014
Rate at end of period	0.75	0.77	0.74	0.72	0.86
Average rate for period	0.76	0.73	0.76	0.78	0.91
High for period	0.77	0.77	0.80	0.86	0.94
Low for period	0.74	0.69	0.68	0.71	0.86

On May 17, 2017, the Bank of Canada rate was C$1.00 equals US$0.73.

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Circular, including in the section entitled “Summary Information.” Capitalized terms defined in the Appendices to this Circular shall have the meanings set forth in such Appendices.

“382(l)(5) Exception” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Special Bankruptcy Exceptions”;

“382(l)(6) Exception” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Special Bankruptcy Exceptions”;

“Acceptable Confidentiality Agreement” means a confidentiality and standstill agreement having terms that are not less favourable, taken as a whole, to the Company than those set out in either of the Confidentiality Agreements;

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons acting jointly or in concert within the meaning of National Instrument 62-104 — Take-Over Bids other than the Apollo Sponsor, any GSO Sponsor, any Affiliate of the Apollo Sponsor or any GSO Sponsor, and any Person acting jointly and in concert with the Apollo Sponsor or any GSO Sponsor, after the entering into of the Arrangement Agreement relating to:

(a) any sale, disposition, alliance or joint venture (or any license, lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries or of 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities);

(b) any take-over bid, tender offer, exchange offer, issuance of securities or other transaction that, if consummated, would result in such Person or group of Persons having beneficial ownership of 20% or more of any class of voting or equity securities of the Company;

(c) any tender offer, debt exchange, refinancing proposal or other extraordinary transaction involving the Company Notes or the Credit Facility;

(d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the Company or any of its material Subsidiaries; or

(e) any other similar transaction or series of transactions involving the Company or any of its

Subsidiaries;

“Action” means any claim, action, cause of action, demand, lawsuit, cross-claim, counterclaim, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity;

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; provided, that subject to certain exceptions set forth in the Arrangement Agreement, in no event shall: (a) the Apollo Sponsor or any of its respective Subsidiaries or the GSO Sponsors or any of their respective Subsidiaries be considered an Affiliate of any portfolio company or investment fund managed, advised, or sub-advised by, or affiliated with AGM or GSO/BDFM, respectively; (b) any portfolio company or investment fund managed, advised, or sub-advised by, or affiliated with AGM or GSO/BDFM, be considered to be an Affiliate of the Apollo Sponsor or any of its Subsidiaries or of the GSO Sponsors or any of their respective Subsidiaries, respectively; (c) the GSO Sponsors or any of their respective Subsidiaries be considered an Affiliate of The Blackstone Group L.P. or any of its affiliates (other than the GSO Sponsors and any of their respective Subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM; or (d) The Blackstone Group L.P. or any of its affiliates (other than the GSO Sponsors and any of their respective Subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM, be considered to be an Affiliate of the GSO Sponsors or any of their respective Subsidiaries;

“Aggregate Arrangement Cost” means the aggregate amount of cash required to: (a) pay the Aggregate Share Cash-Out Consideration; (b) pay an amount equal to the Dissent Amount to Dissenting Shareholders; (c) pay the Aggregate Company Option and Company DSU Cash-Out Consideration; (d) effect the MMGSA Note Redemption; (e) pay out the amounts outstanding under the Credit Facility and otherwise payable in connection with the Credit Facility Refinancing; (f) make the payment contemplated by the Plan of Arrangement; and (g) pay all amounts (i) payable to the Company’s advisors or otherwise payable by the Company in connection with the Arrangement, and (ii) that the Company is required to reimburse to the Sponsors pursuant to the Arrangement Agreement, in the case of the immediately foregoing clauses (a), (b), (c), (d), (e) and (f), as estimated by the Company in consultation with the Sponsors no later than the tenth Business Day prior to the expected Effective Date, in the case of the immediately foregoing subclause (g)(i), as estimated by the Company no later than the tenth Business Day prior to the expected Effective Date and, in the case of the immediately foregoing subclause (g)(ii), as estimated by the Sponsors no later than the tenth Business Day prior to the expected Effective Date;

“Aggregate Company Option and Company DSU Cash-Out Consideration” means the aggregate cash amounts payable to Company Optionholders under Section 3.3(2) of the Plan of Arrangement and to holders of Company DSUs under Section 3.3(3) of the Plan of Arrangement;

“Aggregate Share Cash-Out Consideration” means the aggregate amounts payable under Section 3.3(9) of the Plan of Arrangement;

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company;

“Allen & Co.” means Allen & Company LLC;

“Allen Fairness Opinion” means the opinion of Allen & Co. to the effect that, as of the date of such opinion and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Share Cash-Out Consideration to be received by the Company Shareholders (other than Arbiter) pursuant to the Arrangement is fair, from a financial point of view, to such Company Shareholders;

“allowable capital loss” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Losses”;

“AMT” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Alternative Minimum Tax”;

“AMTI” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Alternative Minimum Tax”;

“Ancillary Proceedings” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Covenants — Sponsors Covenants Regarding the Arrangement”;

“Apollo” has the meaning given to it in “Part I — The Arrangement — Background to the Arrangement”;

“Apollo Backstop Amount” means 58.27553% of the Backstopped Amount, which certain Affiliates of the Apollo Sponsor have agreed to fund pursuant to the terms of the Apollo Equity Commitment Letter and Apollo Sponsor has agreed to fund pursuant to the Arrangement Agreement;

“Apollo Confidentiality Agreement” means the non-disclosure agreement dated December 30, 2016 between the Company and Apollo Management VIII, L.P., as extended by: (a) the extension agreement dated March 10, 2017 between the Company and Apollo Management VIII, L.P.; and (b) the extension agreement dated March 30, 2017 between the Company and Apollo Management VIII, L.P.;

“Apollo Directors” has the meaning given to it in Exhibit I to Appendix C of this Circular;

“Apollo Employee Directors” has the meaning given to it in Exhibit I to Appendix C of this Circular;

“Apollo Equity Commitment Letter” means the equity commitment letter, dated as of April 12, 2017 received by the Apollo Sponsor from the Apollo Funds;

“Apollo Equity Financing” has the meaning specified in “Summary Information — Financing of the Arrangement — Equity Financing”;

“Apollo Funds” means certain funds managed by affiliates of AGM;

“Apollo Guarantee” means the limited guarantee, dated as of April 12, 2017, from the Apollo Funds in favour of the Company pursuant to which, subject to the terms and conditions contained in the Apollo Guarantee, the Apollo Funds are guaranteeing certain obligations of the Apollo Sponsor in connection with the Arrangement Agreement;

“Apollo Non-Employee Director” means any Apollo Director that is not an Apollo Employee Director;

“Apollo Sponsor” means AP Mixtape Holdings, L.P., a limited partnership existing under the laws of Delaware;

“Arbiter” means certain funds and accounts managed by Arbiter Partners Capital Management, LLC holding approximately 32,123,344 Company Common Shares;

“Arbiter Reinvestment” means, collectively, the: (a) reinvestment in New Mood, by Arbiter of the aggregate Share Cash-Out Consideration received by Arbiter in respect of its Company Common Shares in exchange for 4,627,352 New Company Common Shares; and (b) issuance, immediately following the Continuance and Domestication, to Arbiter of an aggregate of 1,028,300 New Company Common Shares in consideration for the agreement by Arbiter in respect of the reinvestment described in (a), in each case pursuant to the Arbiter Voting Support and Subscription Agreement;

“Arbiter Voting Support and Subscription Agreement” means the voting and support and subscription agreement dated as of April 12, 2017 among the Company, Arbiter, the Apollo Sponsor and the GSO Sponsors, a copy of which is attached as Appendix I to this Circular;

“Arrangement” means the arrangement pursuant to section 192 of the CBCA on the terms and pursuant to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Sponsors, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated April 12, 2017 between the Company, the Apollo Sponsor and the GSO Sponsors with respect to the Arrangement, a copy of which is attached as Appendix J to this Circular, as supplemented, modified or amended;

“Arrangement Noteholder Resolution” means the resolution approving the Plan of Arrangement to be considered by the Company Noteholders at the Company Noteholder Meeting;

“Arrangement Resolutions” means, collectively, the Arrangement Shareholder Resolution and the Arrangement Noteholder Resolution;

“Arrangement Shareholder Resolution” means the special resolution approving the Plan of Arrangement to be considered by the Company Shareholders at the Company Shareholder Meeting;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and satisfactory to the Company and the Sponsors, each acting reasonably;

“associate” has the meaning specified in the Securities Act (Ontario);

“Authorization” means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person;

“Backstopped Amount” means cash in an amount equal to the: (a) New Capital Offering Amount, less (b) the aggregate Participating Noteholder Commitment Amounts validly deposited in escrow by Participating Noteholders (other than the Sponsors) in accordance with the Plan of Arrangement;

“Bankruptcy Exception” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Cancellation of Debt Income”;

“beneficially own” means, with respect to any Person, any security: (a) which such Person or any of such Person’s Affiliates is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act; (b) which such Person or any Person acting jointly or in concert with such Person would be deemed to beneficially own with the meaning of Section 1.8 of National Instrument 62-104 — Take-over Bids and Issuer Bids; or (c) which are the subject of one or more repurchase agreements under which such Person or an Affiliate of such Person has a right or an obligation to acquire such security at settlement or optional termination of the agreement, whether or not presently exercisable;

“BIS Sale” means the sale by Mood Media Europe B.V., a company organized under the laws of the Netherlands, to Econocom Financial Services International B.V., a company organized under the laws of the Netherlands, of all of the issued and outstanding shares of Audio Visual Solutions Holdings B.V., a company organized under the laws of the Netherlands;

“Board” means: (a) prior to the Continuance and Domestication, the board of directors of the Company; and (b) following the Continuance and Domestication, the New Mood Board, in each case, as constituted from time to time;

“Board Recommendation” has the meaning given to it in “Part I — The Arrangement — Recommendation of the Special Committee and the Board”;

“Broadridge” means Broadridge Financial Solutions, Inc.;

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Canada, Austin, Texas, USA, Dover, Delaware, USA or New York, New York, USA;

“CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C 44, as amended;

“CBCA Proceedings” means proceedings commenced by the Company under the CBCA for the purpose of implementing the Arrangement, as contemplated by the Arrangement Agreement;

“CDS” means CDS Clearing and Depositary Services Inc.;

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

“Certificate of Domestication” means the certificate of corporate domestication required by section 388 of the DGCL in connection with the Continuance and Domestication;

“Change in Recommendation” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Termination”;

“Change of Control Award Plan” has the meaning given to it in “Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement — Change of Control Provisions”;

“Chapter 15 Proceedings” means proceedings commenced by the Company and certain of its Subsidiaries that are guarantors of the Company Notes under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101- 1532 in the U.S. Court for the purpose of obtaining the U.S. Recognition Order;

“Circular” means this management information circular dated May 18, 2017, together with all appendices hereto, distributed by the Company in connection with the Company Meetings;

“Closing” means the closing of the Arrangement;

“Code” means the United States Internal Revenue Code of 1986;

“COD Income” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Cancellation of Debt Income”;

“Company” means Mood Media Corporation, a corporation continued under the federal laws of Canada;

“Company 2016 Financial Statements” has the meaning given to it in “Part III — Information Concerning the Company — Documents Incorporated by Reference”;

“Company 2016 MD&A” has the meaning given to it in “Part III — Information Concerning the Company — Documents Incorporated by Reference”;

“Company AIF” has the meaning given to it in “Part III — Information Concerning the Company — Documents Incorporated by Reference”;

“Company Common Shares” means: (a) prior to the amendment to the Company’s articles in the Plan of Arrangement, the common shares in the capital of the Company; and (b) following the amendment to the Company’s articles in the Plan of Arrangement, the Class A Shares (as defined in “Part I — The Arrangement — Details of the Arrangement — The Arrangement Steps”) in the capital of the Company;

“Company Disclosure Letter” means the disclosure letter dated April 12, 2017 delivered by the Company to the Sponsors as contemplated by the Arrangement Agreement;

“Company DSUs” means the outstanding deferred share units issued pursuant to the Company DSU Plan;

“Company DSU Plan” means the Company’s deferred share unit plan dated May 7, 2015;

“Company Employment Agreements” has the meaning given to it in “Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement — Change of Control Provisions”;

“Company Group” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Limitation of NOL Carry Forwards and Other Tax Attributes”;

“Company Meetings” means, collectively, the Company Shareholder Meeting and the Company Noteholder Meeting;

“Company Note Indenture” means the indenture dated as of October 19, 2012 by and among the Company, the Subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and BNY Trust Company of Canada, as trustee, as supplemented by that certain supplemental indenture dated as of January 9, 2013 by and among the Company, the guaranteeing Subsidiaries and other Subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and BNY Trust Company of Canada, as trustee;

“Company Noteholder Meeting” means the meeting of Company Noteholders, including any adjournment or postponement of such meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Noteholder Resolution and for any other purpose as may be set out in this Circular and agreed to in writing by the Sponsors, acting reasonably;

“Company Noteholders” means the holders of the Company Notes;

“Company Notes” means the $350 million in aggregate principal amount of the Company’s 9.25% Senior Notes due 2020 issued pursuant to the Company Note Indenture;

“Company Optionholders” means the holders of Company Options;

“Company Options” means the outstanding options to purchase Company Common Shares issued pursuant to the Company Stock Option Plan;

“Company Securityholders” means, collectively, the Company Noteholders and the Company Shareholders;

“Company Shareholder Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution and for any other purpose as may be set out in this Circular and agreed to in writing by the Sponsors, acting reasonably;

“Company Shareholders” means the registered or beneficial holders of the Company Common Shares, as the context requires;

“Company Stock Option Plan” means the Company’s share option plan effective June 19, 2008, as reapproved by the Company Shareholders on June 13, 2011 and May 13, 2014;

“Company Warrant Indenture” means the indenture dated August 6, 2015 between the Company and Computershare Trust Company of Canada providing for the issuance of warrants to purchase Company Common Shares;

“Company Warrants” means the outstanding warrants of the Company issued pursuant to the Company Warrant Indenture;

“Competitive Opportunity” has the meaning given to it in “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement — Corporate Opportunity”;

“Confidentiality Agreements” means: (a) the Apollo Confidentiality Agreement; and (b) the GSO Confidentiality Agreement;

“Consideration Common Shares” means 682 New Company Common Shares per $1,000 of Funded Amount advanced by a Funding Company Noteholder;

“Constating Documents” means articles of incorporation, amalgamation, or continuance, as applicable, bylaws and all amendments to such articles or bylaws;

“Continuance” has the meaning given to it in “Part I — The Arrangement — Continuance and Domestication”;

“Continuance and Domestication” means the discontinuance of the Company from the jurisdiction of the CBCA and the concurrent domestication of the Company in the State of Delaware pursuant to the provisions of section 388 of the DGCL;

“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise;

“Court” means the Ontario Superior Court of Justice (Commercial List), or other court as applicable;

“CRA” means the Canada Revenue Agency;

“Credit Agreement” means the first lien credit agreement dated as of May 1, 2014 among, inter alia, the Company, as borrower, the lenders named therein, Credit Suisse AG (acting through its Cayman Islands branch) as the administrative agent, collateral agent and issuing bank, as amended from time to time;

“Credit Facility” means the credit facility available under the Credit Agreement;

“Credit Facility Refinancing” means the refinancing and replacement of the Credit Facility on the terms and conditions set forth in the Debt Commitment Letter and otherwise acceptable to the Sponsors, each acting reasonably and in a manner consistent in all material respects with the terms and conditions set forth in the Debt Commitment Letter;

“Credit Facility Refinancing Condition” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Conditions to the Arrangement — Mutual Conditions”;

“DCF” has the meaning given to it in “Part I — The Arrangement — Financial Advisor Opinions — Origin Opinions and Valuation”;

“Debt Commitment Letter” means an executed commitment letter, dated as of April 12, 2017, among the Apollo Sponsor, the GSO Sponsors, the Company and the lenders party thereto, pursuant to which the lenders party thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein, as may be amended, modified or supplemented in accordance with its terms and the terms of the Arrangement Agreement;

“Debt Financing” means the debt financing contemplated by the Debt Commitment in amounts set forth in the Debt Commitment Letter to be provided by the lenders party thereto in order to consummate the Credit Facility Refinancing and the MMGSA Note Redemption and pay costs and expenses in connection with the Arrangement;

“Debt Financing Amount” means the amount to be advanced to the Company (or a Subsidiary thereof) on the Effective Date pursuant to the Debt Commitment Letter;

“Deferred Plans” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Consequences Applicable to Resident Holders of Company Notes — Eligibility for Investment of New Company Common Shares, New Company Notes and the Substituted New Company Notes”;

“Definitive Documents” means any and all definitive agreements, court materials and other material documents in connection with the Arrangement, the Credit Facility Refinancing, the MMGSA Note Redemption, the debt and equity financings and any transactions related to or contemplated by the foregoing, the CBCA Proceedings, the Chapter 15 Proceedings and any other Ancillary Proceedings, including, without limitation, the Plan of Arrangement, the Interim Order, the Final Order, the U.S. Recognition Order, all material applications, motions, pleadings, orders, rulings and other documents filed by the Company with the Court or the U.S. Bankruptcy Court or any other court in respect of any other Ancillary Proceedings, the Company Meetings materials, the MMGSA Note Redemption Documents, the Arbiter Voting Support and Subscription Agreement, the Voting Support Agreements, the New Company Notes Indenture, any intercreditor agreement in respect of, and governing the relationships among holders of, material indebtedness of the Company and any documentation required to effect the exchange of the Company Notes and the Company Common Shares contemplated hereunder;

“Demand for Payment” means a written notice of a Registered Holder of Company Common Shares containing his or her name and address, the number and class of Dissenting Shares and a demand for payment of the fair value of such Dissenting Shares, submitted to the Company;

“Determination Date” means the date on which the conditions to closing in the Arrangement Agreement have been satisfied or, where not prohibited, waived by the applicable Party or Parties in whose favour the condition is (excluding conditions that, by their terms, cannot be satisfied until the Effective Date);

“Depositary” means: (a) in respect of the Company Common Shares, Computershare Trust Company of Canada; (b) in respect of the Company Notes, Kingsdale Advisors; and (c) such other Person as the Company may appoint to act as depositary for the Company Common Shares and/or Company Notes in relation to the Arrangement or the New Capital Offering, as applicable, with the approval of the Sponsors, acting reasonably;

“DGCL” means the General Corporation Law of the State of Delaware;

“Director” means the Director appointed pursuant to section 260 of the CBCA;

“Dissent Amount” means an amount equal to the product of C$0.17 multiplied by the number of Dissenting Shares;

“Dissent Notice” means the written objection of a Registered Holder to the Arrangement Shareholder Resolution or the Continuance and Domestication Resolution submitted to the Company in accordance with the Dissent Procedures;

“Dissent Procedures” means the dissent procedures, as set forth in section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, as described under “Part I — The Arrangement — Right to Dissent”;

“Dissent Rights” means the rights of dissent in respect of the Arrangement granted to the Registered Holders of the Company Common Shares, as described in the Plan of Arrangement;

“Dissenting Company Common Share” means a Company Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn;

“Dissenting Non-Resident Holder” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Consequences Applicable to Non-Resident Holders of Company Common Shares — Dissenting Shareholders”;

“Dissenting Resident Holder” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Losses — Dissenting Shareholders”;

“Dissenting Shareholder” means a Registered Holder of Company Common Shares who has validly exercised Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Common Shares in respect of which Dissent Rights are validly exercised by such holder in strict compliance with the terms of the Dissent Rights;

“Dissenting Shares” means the Company Common Shares in respect of which a Dissenting Shareholder has validly exercised Dissent Rights;

“DLLC1” means a limited liability company to be organized under the laws of Delaware and a wholly owned Subsidiary of the Company;

“DLLC2” means a limited liability company to be organized under the laws of Delaware and a wholly owned Subsidiary of DLLC1;

“Domestication” has the meaning given to it in “Part I — The Arrangement — Continuance and Domestication”;

“EBITDA” has the meaning given to it in “Part I — The Arrangement — Financial Advisor Opinions — Origin Opinions and Valuation”;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date;

“Eligible Company Noteholders” means a Person that is a Company Noteholder on the Participation Record Date or an Affiliate of such Company Noteholder to whom such Company Noteholder assigns its Subscription Option that is: (i) in Canada; (ii) if such Person is in the United States, an institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act; or (iii) if such Person is resident outside of Canada and the United States, qualified to participate in the New Capital Offering in accordance with the Laws of its jurisdiction of residence and has provided evidence satisfactory to the Company to demonstrate such qualification;

“Eligible Institution” means a Canadian schedule 1 chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP) or a member of the Stock Exchange Medallion Program (SEMP) (members of these programs are usually members of a recognized stock exchange in Canada, members of the Industry Regulation Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States);

“Employee Director” means an Apollo Employee Director or a GSO Employee Director, as applicable;

“Equity Securities” has the meaning ascribed to such term in Rule 405 promulgated under the U.S. Securities Act as in effect on the date hereof;

“Exchange” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Consequences Applicable to Resident Holders of Company Notes — Exchange of Company Notes”;

“Exercise” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to U.S. Holders of Company Common Shares or Company Notes — Consequences to U.S. Holders of Company Notes”;

“FATCA” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — FATCA”;

“Fee Reimbursement Amount” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Fees and Expenses”;

“Fidelity” means Fidelity Management & Research Company, Pyramis Global Advisors, LLC, Pyramis Global Advisors Trust Company, Strategic Advisors Incorporated, FIL Limited, Crosby Advisors LLC, and Fidelity SelectCo, LLC;

“Final Order” means the final order of the Court pursuant to section 192 of the CBCA in a form acceptable to the Company and the Sponsors, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (which amendment shall be acceptable to both the Company and the Sponsors, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Sponsors, each acting reasonably) on appeal;

“Financial Advisor Opinions” means, collectively, the Allen Fairness Opinion and the Origin Opinions;

“Funded Amount” means, with respect to a Funding Company Noteholder, the amount that such Funding Company Noteholder has validly deposited with the Depositary pursuant to the Plan of Arrangement;

“Funding Company Noteholder” means: (a) a Participating Noteholder that has validly deposited all of such Participating Noteholder’s Participating Noteholder Commitment Amount with the Depositary prior to the Participating Noteholder Funding Deadline pursuant to the Plan of Arrangement; and (b) each Sponsor (and each affiliate thereof that beneficially owns Company Notes);

“Governance Term Sheet” means the governance term sheet attached as Appendix F of this Circular;

“Governmental Entity” means: (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the above; (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange;

“GSOCP” means GSO Capital Partners LP together with its affiliates (including funds advised by FS Investments and sub-advised by GSO Capital Partners LP or its affiliates);

“GSO/BDFM” means GSO / Blackstone Debt Funds Management LLC, a Delaware limited liability company;

“GSO Backstop Amount” means 41.72447% of the Backstopped Amount, which the GSO Sponsors have agreed to fund pursuant to the Arrangement Agreement;

“GSO Confidentiality Agreement” means the non-disclosure agreement dated January 5, 2017 between the Company and GSOCP, as extended by: (a) the extension agreement dated March 10, 2017 between the Company and GSOCP; and (b) the extension agreement dated March 30, 2017 between the Company and GSOCP;

“GSO Directors” has the meaning given to it in Exhibit I to Appendix C of this Circular;

“GSO Employee Directors” has the meaning given to it in Exhibit I to Appendix C of this Circular;

“GSO Non-Employee Director” means any GSO Director that is not a GSO Employee Director;

“GSO Sponsors” means, collectively, FS Investment Corporation, a corporation existing under the laws of Maryland, FS Investment Corporation II, a corporation existing under the laws of Maryland, Cobbs Creek LLC, a limited liability company existing under the laws of Delaware, Juniata River LLC, a limited liability company existing under the laws of Delaware, Race Street Funding LLC, a limited liability company existing under the laws of Delaware and Blackstone/GSO Strategic Credit Fund, a statutory trust existing under the laws of Delaware;

“Holder” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations”;

“Identified Person” has the meaning given to it in “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement — Corporate Opportunity”;

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“Interested Party” has the meaning given to it in “Summary Information — Financial Advisor Opinions — Origin Opinions and Valuation”;

“Intermediary” includes a broker, investment dealer, bank, trust company, nominee or other intermediary; “Interim Order” means the interim order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Sponsors, each acting reasonably, providing for, among other things, the calling and holding of the Company Meetings, as such order may be amended by the Court (which amendment shall be acceptable to both the Company and the Sponsors, each acting reasonably);

“Investment Assets” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Consequences Applicable to Resident Holders of Company Notes — Offshore Investment Fund Property”;

“Investor Rights Agreement” means the investor rights agreement among New Mood and the Sponsors entered into at the Closing and effective immediately following the Continuance and Domestication in connection with the completion of the Arrangement;

“IRS” means the Internal Revenue Service;

“Issuer” means: (a) the Company, prior to the redemption of the New Company Notes; and (b) thereafter, collectively, DLLC2 and SubCo;

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, bylaw, code, rule, regulation, order, injunction, notice, judgment, award, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;

“Letter of Transmittal” means the letters of transmittal for use by Company Shareholders and Company Noteholders with respect to the Arrangement, which shall be mailed to Company Shareholders and Company Noteholders;

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, easement, right of way, or restriction or adverse right or claim, or other third-party interest or encumbrance of any kind, in each case, whether contingent or absolute;

“Lock-Up Period” means a period of one year following the Effective Date;

“Management Base Case” has the meaning given to it in “Part I — The Arrangement — Financial Advisor Opinions — Origin Opinions and Valuation”;

“Matching Period” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Covenants — Mutual Covenants Regarding Non-Solicitation”;

“Material Adverse Effect” means any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, is or would reasonably be expected to (i) be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition, liabilities (contingent or otherwise) or cash flows of the Company and its Subsidiaries, taken as a whole, or (ii) prevent or materially adversely affect the ability of the Company to timely perform its obligations under the Arrangement Agreement, except, in the case of clause (i) only, any such change, event, occurrence, effect, or circumstance resulting from:

(a) any change generally affecting the music licensing industries in North America or Europe as a whole;

(b) any change in currency exchange or interest rates;

(c) any change in general global economic, business, regulatory, political or market conditions or in global financial or capital markets;

(d) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;

(e) any change in IFRS;

(f) any natural disaster or emergency, war (whether declared or undeclared) or other armed conflict, riots or civil disorder, acts of terrorism, or governmental responses to any of the foregoing;

(g) any change in the market price or trading volume of the Company Common Shares or the Company Notes or any suspension in trading generally, on any securities exchange on which the securities of the Company are trading (provided, however, that the causes underlying such change or suspension may be considered to determine whether such causes constitutes a Material Adverse Effect);

(h) any action taken (or omitted to be taken) by the Company or its Subsidiaries for which the Sponsors have provided prior written consent;

(i) the failure of the Company to meet any internal or published projections, forecasts or estimates of revenues, earnings, sales, margins or cash flows for any period ending on or after the date of the Arrangement Agreement (provided, however, that the causes underlying such failure may be considered to determine whether such causes constitute a Material Adverse Effect);

(j) the announcement of the Arrangement Agreement or the transactions contemplated thereby; or

(k) any action taken by the Company or any of its Subsidiaries which is required to be taken pursuant to the Arrangement Agreement,

provided, however, that (A) with respect to clauses (a) through to and including (f), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or its Subsidiaries operate; and (B) references in certain sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred;

“Maximum Liability Amount” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Remedies and Limitation on Liability”;

“Maximum New Capital Offering Amount” means $50 million;

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions;

“MMGSA” means Mood Media Group S.A.;

“MMGSA Note Indenture” means the indenture dated as of August 6, 2015 by and among MMGSA, the Subsidiary guarantors party thereto, the Company, as limited recourse guarantor, and MMGSA Note Trustee;

“MMGSA Note Redemption” means arrangements for the repayment and redemption of all of the MMGSA Notes on or within 60 days of the Effective Date (in accordance with the terms and conditions of the MMGSA Note Indenture as determined by the Company, acting reasonably) and the satisfaction and discharge of the MMGSA Note Indenture as of the Effective Date;

“MMGSA Note Redemption Documents” means all necessary and appropriate documentation in accordance with the terms of the MMGSA Note Indenture, including all required officer’s certificates, notices of redemption and opinions of counsel that may be required in connection with the MMGSA Note Redemption; Notes;

“MMGSA Note Trustee” means Computershare Trust Company of Canada, as trustee for the MMGSA

“MMGSA Noteholder” means a holder of the MMGSA Notes;

“MMGSA Notes” means the $50 million in aggregate principal amount of MMGSA’s 10% Senior Notes due 2023 issued pursuant to the MMGSA Note Indenture as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time;

“New Capital Offering” means the offering to Eligible Company Noteholders to exercise their Subscription Option and participate in the investment of new capital in the Company in the total aggregate amount of the New Capital Offering Amount;

“New Capital Offering Amount” means the lesser of: (a) the Maximum New Capital Offering Amount; and (b) the amount, if any, by which the Aggregate Arrangement Cost exceeds the sum of the Debt Financing Amount and the Projected Cash-on Hand, and shall be determined by the Company in consultation with the Sponsors by no later than the tenth Business Day prior to the expected Effective Date; provided, that: (i) the New Capital Offering Amount shall not be less than $25 million; and (ii) any amount calculated or determined for purposes of this definition shall be subject to the thresholds, restrictions or other requirements as may be set forth in the Arrangement Agreement or other Definitive Documents to the extent any such threshold, restriction or other requirement is applicable to the determination of the New Capital Offering Amount;

“New Company Common Shares” means: (a) prior to the completion of the Continuance and Domestication, a new class of shares of the Company designated as “common shares” having the rights, privileges and conditions set out in Section 3.3(5)(b) of the Plan of Arrangement; and (b) following the completion of the Arrangement, shares of common stock, par value $0.01, of New Mood having the rights, privileges and conditions set out in the certificate of incorporation of New Mood set forth in Exhibit I to Appendix C of this Circular;

“New Company Notes” means the $175 million aggregate principal amount of second lien notes to be issued by the Company on the Effective Date in accordance with the Plan of Arrangement pursuant to the New Company Notes Indenture, which notes shall be repayable in cash or, at the option of the Company, on a par for par basis with the Substituted New Company Notes, being second lien notes (having substantially the same terms as the New Company Notes except as set forth in this Circular) to be co-issued by DLLC2 and SubCo in connection with the acquisition by DLLC2 of all or substantially all of the assets of the Company;

“New Company Notes Collateral Agreement” means a collateral agreement to be dated the Effective Date, which shall be substantially in the form of Appendix P to this Circular and otherwise acceptable to the Company and the Sponsors, each acting reasonably;

“New Company Notes First Lien/Second Lien Intercreditor Agreement” means a first lien/second lien intercreditor agreement to be dated the Effective Date, which shall be substantially in the form of Appendix N to this Circular and otherwise acceptable to the Company and the collateral agent for the New Company Notes, each acting reasonably;

“New Company Notes Indenture” means an indenture governing the New Company Notes to be dated the Effective Date, which shall be substantially in the form of Appendix L to this Circular and otherwise acceptable to the Company and the Sponsors, each acting reasonably;

“New Credit Facility” means the New Term Loan Facility and the New Revolving Credit Facility;

“New Revolving Credit Facility” means the senior secured first lien revolving credit facility contemplated in the Debt Commitment Letter;

“New Term Loan Facility” means the senior secured first lien term loan facility contemplated in the Debt Commitment Letter;

“New Company Preferred Stock” means: (a) prior to the completion of the Continuance and Domestication, the authorized, but unissued, preferred shares of the Company; and (b) following the completion of the Arrangement, shares of preferred stock, par value $0.01, of New Mood;

“New Mood” means the Company post-Continuance and Domestication;

“New Mood Board” has the meaning given to it in “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement”;

“NOLs” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Cancellation of Debt Income”;

“Non-Registered Holders” has the meaning given to it in “Information for Non-Registered Holders of Company Common Shares and Company Notes”;

“Non-Resident Holder” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada”;

“Non-Participating Company Note Consideration” means: (a) 150 New Company Common Shares; and (b) $500 principal amount of New Company Notes, which will subsequently be redeemed by delivery of $500 principal amount of Substituted New Company Notes, in each case, per $1,000 principal amount of Company Notes;

“Non-Participating Noteholder” means a Company Noteholder other than a Participating Noteholder;

“Non-Sponsor Company Noteholders” means the Company Noteholders other than the Apollo Sponsor, the GSO Sponsors and their respective affiliated investment funds;

“Note Exchange Agent” means Kingsdale Advisors;

“Offer to Pay” means the written offer of the Company to each Dissenting Shareholder that has sent a Demand for Payment to pay for its Company Common Shares in an amount considered by the Company to be the fair value of the Company Common Shares, all in compliance with the Dissent Procedures;

“officer” has the meaning specified in the Securities Act (Ontario);

“Ordinary Course” means, with respect to an action taken by the Company or any of its Subsidiaries, that such action is consistent with the past practices of the Company or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of the Company or such Subsidiary, as the case may be;

“Origin” means Origin Merchant Partners;

“Origin Opinions” means the opinions of Origin to the effect that, as of the date of such opinions and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein: (a) the Share Cash-Out Consideration to be received by the Company Shareholders (other than Arbiter and its associates and affiliates) pursuant to the Arrangement is fair, from a financial point of view, to such holders; (b) the consideration to be received by Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates and affiliates, including their respective affiliated investment funds) pursuant to the Arrangement and the other transactions contemplated by the Arrangement Agreement is fair, from a financial point of view, to such holders (fairness being determined on the basis that the value of the consideration to be received by Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates and affiliates, including their respective affiliated investment funds) is greater than or equal to the value of the Company Notes held by such Company Noteholders pre-Arrangement); (c) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company; and (d) the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement and the other transactions contemplated by the Arrangement Agreement than if the Company were liquidated;

“Outside Date” means October 12, 2017, or such later date as may be agreed to in writing by the Parties;

“Parachute Payment” has the meaning given to it in “Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement — Change of Control Provisions”;

“Participating Company Note Consideration” means: (a)(i) 175 New Company Common Shares and (ii) $500 principal amount of New Company Notes, which will subsequently be redeemed by delivery of $500 principal amount of Substituted New Company Notes, in each case, per $1,000 principal amount of Company Notes; and (b) the Consideration Common Shares;

“Participating Noteholder” means an Eligible Company Noteholder who has duly completed and submitted a Subscription Option Exercise Form in accordance with the terms thereof in advance of the Participation Deadline in order to exercise its Subscription Option in full;

“Participating Noteholder Commitment Amount” means, as to any Participating Noteholder, the amount equal to the product of: (a) the New Capital Offering Amount; multiplied by (b) the percentage, rounded to the nearest tenth of a percent, obtained by dividing (i) the aggregate principal amount of all Company Notes beneficially owned by such Participating Noteholder on the Participation Record Date by (ii) the aggregate principal amount of all outstanding Company Notes on the Participation Record Date;

“Participating Noteholder Funding Deadline” means the date that is two Business Days prior to the expected Effective Date;

“Participation Deadline” means 5:00 p.m. on June 13, 2017; provided, that the Participation Deadline may be modified by the Board at any time (with the written consent of the Sponsors, acting reasonably);

“Participation Record Date” means May 9, 2017; provided, that the Participation Record Date may be modified by the Board at any time (with the written consent of the Sponsors, acting reasonably);

“Parties” means the Company, the Apollo Sponsor and the GSO Sponsors, and “Party” means any one of them;

“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:

(a) Liens for current-period Taxes which are not due or delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the books of the Company in accordance with IFRS;

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the assets of the Company, provided that such Liens are incurred in the Ordinary Course and related to obligations not due or delinquent or that are being contested in good faith, are not registered against title to any assets of the Company and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(c) municipal bylaws, regulations, zoning law, building or land use restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use, marketability or development of real property, provided that the affected property is in compliance with the same in all material respects;

(d) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of combination of accounts or similar rights in the Ordinary Course in relation to deposit accounts or other funds maintained with a creditor depository institution;

(e) pledges, deposits and Liens under worker’s compensation laws, employment insurance laws or similar legislation; good faith deposits made in the Ordinary Course in connection with bids, tenders and contracts; deposits made in the Ordinary Course to secure surety or appeal bonds;

(f) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any licence, franchise, grant or permit of the Company or any of its Subsidiaries, to terminate any such licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

(g) easements, rights of way, restrictive covenants, servitudes and similar rights, in each case, in land, including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables, that in each case do not materially adversely impact the use of such property, individually or in the aggregate, as it is being used on the date of the Arrangement Agreement;

(h) prior to Closing, Liens in respect of the Credit Agreement and related Loan Documents (as defined in the Credit Agreement);

(i) such other imperfections of title (not including Liens securing the payment of a sum of money) as do not materially affect, individually or in the aggregate, the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; and

(j) Liens listed and described in the Company Disclosure Letter;

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement attached as Schedule A to Appendix J to this Circular, and any amendments or variations thereto made in accordance with the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Sponsors, each acting reasonably;

“Pre-Change Losses” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to the Company — Limitation of NOL Carry Forwards and Other Tax Attributes”;

“Projected Cash-on Hand” means the Company’s projected cash-on hand on the Effective Date in excess of $10 million, exclusive of the Debt Financing Amount and any amounts to be provided pursuant to the New Capital Offering, as estimated by the Company in consultation with the Sponsors no later than the tenth Business Day prior to the expected Effective Date;

“Proposed Amendments” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations”;

“Proposed Transaction” has the meaning given to it in “Part I — The Arrangement — Background to the Arrangement”;

“Put Option Payment” means the issuance, following the Continuance and Domestication, by New Mood to: (a) the Apollo Sponsor, 7,284,441 New Company Common Shares; and (b) the GSO Sponsors, 5,215,559 New Company Common Shares, allocated and distributed on a pro rata basis in proportion to the principal amount of Company Notes of each such GSO Sponsor, in each case in consideration for the agreement in the Arrangement Agreement by the Sponsors to fund amounts up to, in the aggregate, the Maximum New Capital Offering Amount;

“Record Date” means May 9, 2017;

“Registered Holder” means holders of securities of the Company as determined on the applicable register held by the Company’s transfer agent and registrar or the U.S. trustee and Canadian trustee under the Company Note Indenture;

“Registrable Securities” means: (a) Equity Securities of New Mood held (whether now held or hereafter acquired) by a New Mood securityholder that holds registration or similar rights pursuant to an agreement between such securityholder and New Mood (including, for the avoidance of doubt, the Sponsors and their respective affiliated investment funds) or issuable upon conversion or exchange of any convertible or exchangeable securities or exercise of any warrants, options or other securities now or hereafter held by such Persons, and (b) any securities issued or issuable, directly or indirectly, with respect to the securities described in clause (a) by way of a dividend, distribution, stock split or combination, reclassification, recapitalization, exchange or readjustment, whether in a merger, consolidation, conversion or similar transaction; provided, however, that Registrable Securities shall cease to be Registrable Securities if (i) a registration statement covering such Registrable Securities has been declared effective by the SEC and such Registrable Securities have been disposed of pursuant to such effective registration statement; (ii) such Registrable Securities are distributed pursuant to Rule 144; (iii) such Registrable Securities cease to be outstanding; or (iv) such Registrable Securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting transfer shall have been delivered by New Mood and such Registrable Securities may be publicly resold without registration under the U.S. Securities Act;

“Related Party” has the meaning specified in “Summary Information — Financing of the Arrangement — Equity Financing”;

“Required Securityholder Approvals” means: (a) approval of the Arrangement Shareholder Resolution by (i) at least 662/3% of the votes cast by Company Shareholders, either in person or by proxy, at the Company Shareholder Meeting and (ii) at least a majority of the votes cast by Company Shareholders, either in person or by proxy, at the Company Shareholder Meeting, excluding any votes attached to Company Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and (b) approval of the Arrangement Noteholder Resolution by at least 662/3% of the votes cast by Company Noteholders present in person or represented by proxy at the Company Noteholder Meeting where each $1,000 principal amount of Company Notes entitled to be voted at the Company Noteholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Noteholder Meeting;

“Resident Holder” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada”;

“RESPs” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Consequences Applicable to Resident Holders of Company Notes — Eligibility for Investment of New Company Common Shares, New Company Notes and the Substituted New Company Notes”;

“Retention Bonus Agreements” has the meaning given to it in “Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement — Retention Bonus Agreements”;

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the U.S. Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule;

“Sale Transaction” has the meaning specified in “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Investor Rights Agreement — Support for Sale Transaction”;

“SEC” means the United States Securities and Exchange Commission;

“Securities Authorities” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada;

“Securities Laws” means: (a) the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, and (b) the rules and regulations of the TSX;

“SEDAR” means the System for Electronic Document Analysis Retrieval (SEDAR);

“Series A Warrants” has the meaning specified in “Summary Information — Effect of the Arrangement — Credit Facility Refinancing”;

“Share Cash-Out Consideration” means C$0.17 per Company Common Share in cash;

“Special Committee” means the special committee of certain independent members of the Board, consisting of Kevin Dalton, David Richards and Richard Warren;

“Sponsor Financing Sources” means the Persons that have committed to provide: the debt financing contemplated by, or have otherwise entered into agreements in connection with, the Debt Commitment Letter or alternative debt financings as permitted by the Arrangement Agreement in connection with the Arrangement, and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, together with their Affiliates, current or future officers, directors, employees, agents, attorneys, controlling persons, representatives, equityholders, general or limited partners, managers, members or partners involved in the Debt Financing and their successors and assigns;

“Sponsors” means collectively, the Apollo Sponsor and the GSO Sponsors;

“Stikeman Elliott” means Stikeman Elliott LLP, Canadian legal counsel to the Company;

“SubCo” means a corporation to be incorporated under the laws of Delaware and a wholly owned Subsidiary of DLLC2;

“Subscription Option” means, with respect to each Eligible Company Noteholder, the option, which may be exercised by such Eligible Company Noteholder in accordance with the terms of the Plan of Arrangement and the Subscription Option Exercise Form, to participate in the New Capital Offering by electing, in accordance with the provisions of the Subscription Option Exercise Form, to invest its Participating Noteholder Commitment Amount;

“Subscription Option Exercise Form” means the certification and exercise form circulated to Company Noteholders and completed by such Eligible Company Noteholders who wish to exercise their Subscription Option on the Effective Date;

“Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of such Person’s Subsidiary;

“Substituted New Company Notes” has the meaning given to it in “Part I — The Arrangement — Effect of the Arrangement — New Company Notes and Substituted New Company Notes”;

“Substituted New Company Notes Collateral Agreement” means a collateral agreement to be dated the Effective Date, which shall be substantially in the form of Appendix Q to this Circular and otherwise acceptable to the Company and the Sponsors, each acting reasonably;

“Substituted New Company Notes First Lien/Second Lien Intercreditor Agreement” means a first lien/second lien intercreditor agreement to be dated the Effective Date, which shall be substantially in the form of Appendix O to this Circular and otherwise acceptable to the Company, the administrative agent under the New Credit Facility and the collateral agent for the Substituted New Company Notes and the collateral agent for the New Company Notes, each acting reasonably;

“Substituted New Company Notes Indenture” means an indenture governing the Substituted New Company Notes to be dated the Effective Date, which shall be substantially in the form of Appendix M to this Circular and otherwise acceptable to the Company and the Sponsors, each acting reasonably;

“Superior Proposal” means any unsolicited written bona fide Acquisition Proposal from a Person to acquire all or substantially all of the outstanding Company Common Shares or all or substantially all of the assets of the Company on a consolidated basis that:

(a) complies with Securities Laws and did not result from or involve a material breach of the Arrangement Agreement;

(b) the Board determines, acting in good faith and in consultation with Company’s financial advisor(s) and outside legal counsel, is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal;

(c) is not subject to a diligence condition, access or a financing condition and in respect of which it has been demonstrated to the Board, acting in good faith after consultation with Company’s financial advisor(s) and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such transaction and such funds and other consideration are, or are likely to be, available; and

(d) the Board determines, in its good faith judgment, after receiving advice from its outside legal counsel with respect to clauses (i) and (iii), below, and the Company’s financial advisor(s) with respect to (ii) and (iii), below, that

(i) failure to recommend such Acquisition Proposal to the Company Shareholders would be inconsistent with its fiduciary duties, and

(ii) such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the transactions contemplated by the Arrangement Agreement (including any amendments to the terms and conditions of the Arrangement proposed by the Sponsors pursuant to Section 5.4(2) of the Arrangement Agreement), and

(iii) such Acquisition Proposal would result in the repayment in full of the Company Notes and all amounts owing in respect thereof in accordance with the Company Note Indenture;

“Superior Proposal Notice” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Covenants — Mutual Covenants Regarding Non-Solicitation”;

“taxable capital gain” has the meaning given to it in “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Taxation of Capital Gains and Losses”;

“Tax Act” means the Income Tax Act (Canada);

“Tax Returns” means any and all returns, reports, claims for refund, disclosures, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports), and amendments thereto, filed or required to be filed in respect of Taxes, including any schedule or attachment thereto or amendment thereof;

“Taxes” means:

(a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, net wealth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, escheat, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions;

(b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) or this clause (b);

(c) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and

(d) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party;

“Termination Fee” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Termination Fee”;

“Termination Fee Event” has the meaning given to it in “Part I — The Arrangement — The Arrangement Agreement — Termination Fee”;

“Treasury Regulations” means the Treasury regulations promulgated under the Code;

“TSX” means the Toronto Stock Exchange;

“United States” or “U.S.” means the United States, as defined in Rule 902(l) under Regulation S;

“Unlevered Free Cash Flows” has the meaning given to it in “Part I — The Arrangement — Financial Advisor Opinions — Origin Opinions and Valuation”;

“Upstream Loan” has the meaning given to it in “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Pre- and Post-Arrangement Steps and Post-Arrangement Organizational Structure”;

“U.S. Court” means the United States Bankruptcy Court for the Southern District of New York;

“U.S. Dollar Equivalent” means the amount in the United States dollar equivalent of the Share Cash-Out Consideration per Company Common Share on the basis of the Bank of Canada’s daily rate on the date that is three Business Days prior to the Effective Date;

“U.S. Exchange” has the meaning given to it in “Part I — The Arrangement — Certain United States Federal Income Tax Considerations — Certain United States Federal Income Tax Consequences to U.S. Holders of Company Common Shares or Company Notes — Consequences to U.S. Holders of Company Notes”;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

SUMMARY INFORMATION

The following is a summary of certain information contained elsewhere in this Circular, including the Appendices hereto, and is qualified in its entirety by reference to the more detailed information contained or referred to elsewhere in this Circular or in the Appendices hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the “Glossary of Terms.”

The Company Shareholder Meeting

The Company Shareholder Meeting will be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9, at 9:30 a.m. (Toronto time) on June 15, 2017, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. At the Company Shareholder Meeting, the Company Shareholders will be asked to consider and vote upon the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution. See “Part I — The Arrangement” and “Part II — The Continuance and Domestication.”

The Company Noteholder Meeting

The Company Noteholder Meeting will be held at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9, at 9:00 a.m. (Toronto time) on June 15, 2017, for the purposes set forth in the accompanying Notice of Special Meeting of Noteholders. At the Company Noteholder Meeting, Company Noteholders will be asked to consider and vote upon the Arrangement Noteholder Resolution. See “Part I — The Arrangement.”

Recommendation of the Special Committee and the Board

After consulting with the Company’s senior management and with its legal and financial advisors, and after considering, among other things, the Allen Fairness Opinion, the Origin Opinions and Valuation, the Special Committee unanimously concluded that both the Arrangement and the Continuance and Domestication are in the best interest of the Company. The Special Committee unanimously recommended that the Board approve the Arrangement and the Continuance and Domestication and the entry into the Arrangement Agreement and that each of the Company Shareholders and Company Noteholders vote in favour of the Arrangement.

After considering, among other things, the Allen Fairness Opinion and the Origin Opinions and Valuation and the unanimous recommendation of the Special Committee and after consulting with the Company’s senior management and with legal and financial advisors and the review of a significant amount of information and consideration of a number of factors (including the interests of affected stakeholders), the Board (other than Mr. Ross Levin, who abstained as an interested director due to the Arbiter Reinvestment) unanimously concluded that both the Arrangement and the Continuance and Domestication are in the best interests of the Company and authorized the entry by the Company into the Arrangement Agreement and all related agreements. The Board unanimously (subject to abstentions) recommends that the Company Securityholders vote “FOR” the Arrangement Resolutions and, as applicable, the Continuance and Domestication Resolution.

See “Part I — The Arrangement — Recommendation of the Special Committee and the Board.”

Reasons for Recommendation of the Special Committee and the Board

In reaching its conclusions and formulating its unanimous recommendation, each of the Special Committee and the Board consulted with the Company’s management and their legal and financial advisors, reviewed significant information and considered a number of factors as well as the interests of affected stakeholders, including, among others:

· Attractive Premium for Company Shareholders. The Share Cash-Out Consideration constitutes a significant and attractive premium to the Company Common Share price. The consideration to be

received by Company Shareholders under the Arrangement of C$0.17 in cash per Company Common Share represents a 149% premium over the volume weighted average trading price of the Company Common Shares on the TSX for the 20-day period ending April 12, 2017, the date the Arrangement Agreement was entered into.

· Certainty of Value for Company Shareholders. The Arrangement also provides Company Shareholders with cash consideration for all Company Common Shares held, providing them with the opportunity to realize certain value for all of their Company Common Shares.

· Participation in the Company for Company Noteholders. The Arrangement provides the opportunity for Company Noteholders to participate in the growth of the Company after completion of the Arrangement.

· Company Shareholder Support. Arbiter, as well as all of the directors and executive officers of the Company, who together hold 32,285,490 Company Common Shares, or approximately 17.6% of the issued and outstanding Company Common Shares, have entered into voting and support agreements with the Company pursuant to which they have, subject to the terms and conditions of such agreements, agreed to vote all of the Company Common Shares beneficially owned by them or under their control or direction in favour of the Arrangement including, without limitation, the Arrangement Shareholder Resolution, the Continuance and Domestication Resolution and any other matter necessary for the completion of the Arrangement.

· Company Noteholder Support. The Sponsors, who (together with their respective affiliated investment funds) beneficially own approximately $238 million, or approximately 68%, of the outstanding $350 million principal amount of the Company Notes, have agreed, pursuant to the Arrangement Agreement, to vote or cause to be voted all of their Company Notes in favour of the Arrangement Noteholder Resolution.

· Result of Robust Process. The Arrangement is the result of an extensive and prolonged process of soliciting possible interest from a broad range of third parties in strategic transactions involving the Company. This process was conducted by the Company, through its financial advisor, Allen & Co., in consultation with, and with full participation by, the Special Committee and its legal and financial advisors.

· Reduction of Indebtedness to Enable the Company to Focus on Strategic Initiatives. The Arrangement and related transactions permit the Company to substantially reduce its outstanding indebtedness and annual cash interest payments, as well as extend the maturity date of the Company’s outstanding debt after completion of the Arrangement, allowing the Company to better position itself to pursue and take advantage of strategic initiatives.

· Indebtedness Risks and Uncertainties. The Board considered the risks, uncertainties and costs associated with the Company’s current level of outstanding indebtedness, including the risk and uncertainties as to whether the Company would be able to replace its Credit Facility on acceptable terms prior to such Credit Facility’s maturity date.

· Lack of Alternatives to the Arrangement. In the absence of the implementation of the Arrangement, the Company may not have sufficient access to capital in the long-term to refinance its debt as it matures, and, as a result, there would be a meaningful risk of the Company having to pursue a filing for protection under the Companies’ Creditors Arrangement Act (Canada) and/or parallel filings under the United States Bankruptcy Code or, in the absence of a restructuring under such filings, commencing an orderly liquidation process, any of which would have a negative impact on the Company, the Company Securityholders and the long-term value of the Company’s assets and operations.

· No Impact on Ongoing Operations. The Arrangement should not adversely impact any amounts owing to the Company’s vendors or affect any of the Company’s contractual relationships with its customers, suppliers or employees, resulting in minimal, if any, disruption to the Company’s ongoing operations.

· Financial Advisor Opinions. The Special Committee and the Board considered (a) the Allen Fairness Opinion to the effect that as of April 12, 2017, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Share Cash-Out Consideration to be received by Company Shareholders (other than Arbiter) pursuant to the Arrangement is fair, from a financial point of view, to such Company Shareholders; (b) the Origin Opinions to the effect that as of April 12, 2017, and based upon and subject to the assumptions, limitations and qualifications set forth therein, (i) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Shareholders (other than Arbiter and any of its associates, affiliates or subsidiaries); (ii) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates, affiliates or subsidiaries and their respective affiliated investment funds); (iii) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company, and (iv) the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement and the other transactions contemplated by the Arrangement Agreement than if the Company were liquidated as, in each case, the estimated aggregate value of the consideration Company Noteholders and Company Shareholders would receive in the Arrangement and the other transactions contemplated by the Arrangement Agreement would exceed the estimated value Company Noteholders and Company Shareholders would receive in a liquidation, respectively; and (c) the Valuation to the effect that the fair market value of the Company Common Shares is in the range of nil to C$0.29 per Company Common Share as at April 12, 2017.

· Ability to Respond to Superior Proposals. Under the Arrangement Agreement, subject to the terms and conditions set forth therein, until the time that the Arrangement Resolutions are approved by the Company Securityholders, the Board retains the ability to consider and respond to an unsolicited, bona fide written Acquisition Proposal if the Board determines that: (a) such Acquisition Proposal constitutes, or could reasonably be expected to constitute or to lead to, a Superior Proposal; and (b) failure to enter into or engage in discussions or negotiations with the person making such Acquisition Proposal would be inconsistent with the Board’s fiduciary duties. In addition, the C$1.5 million amount of the termination fee payable by the Company to the Sponsors in the event that the Arrangement Agreement is terminated in certain circumstances was considered reasonable by the Special Committee and the Board in the circumstances and would not, in the view of the Board, preclude other Acquisition Proposals.

· Procedural Matters. (a) The Arrangement must be approved by (i) at least 662/3% of the votes cast by the Company Shareholders, as well as a majority of the votes cast by disinterested Company Shareholders, in each case present in person or represented by proxy at the Company Shareholder Meeting, and (ii) holders of at least 662/3% of the votes cast by Company Noteholders present in person or represented by proxy at the Company Noteholder Meeting where each $1,000 principal amount of Company Notes entitled to be voted at the Company Noteholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Noteholder Meeting; (b) Registered Holders of Company Common Shares who do not vote in favour of the Arrangement Shareholder Resolution have the ability to exercise Dissent Rights and, if validly exercised, to receive fair value for their Company Common Shares; and (c) the Arrangement requires approval by the Court.

The Special Committee and the Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described in “Part I — The Arrangement — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement.” The Special Committee and the Board believed that overall, the anticipated benefits of the Arrangement to the Company outweighed these risks and negative factors.

The information and factors described above and considered by the Special Committee and the Board in reaching their determinations are not intended to be exhaustive but include material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered in connection with the evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Special Committee and the Board may have given different weight to different factors.

See “Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board.”

Financial Advisor Opinions

Allen Fairness Opinion

The Company retained Allen & Co. as the financial advisor to the Company in connection with a potential transaction such as the Arrangement. As part of this mandate, Allen & Co. was requested to provide the Board with its opinion as to the fairness to the Company Shareholders (other than Arbiter), from a financial point of view, of the Share Cash-Out Consideration to be received by such Company Shareholders pursuant to the Arrangement. In connection with this mandate, Allen & Co. has prepared the Allen Fairness Opinion that states that, on the basis of the particular assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, Allen & Co. is of the opinion that, as of April 12, 2017, the Share Cash-Out Consideration to be received by the Company Shareholders (other than Arbiter) pursuant to the Arrangement is fair, from a financial point of view, to such Company Shareholders. The full text of the Allen Fairness Opinion, which sets out the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the Allen Fairness Opinion, is attached as Appendix K-1 to this Circular. The summary of the Allen Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Allen Fairness Opinion. The Allen Fairness Opinion is not a recommendation as to whether or not Company Shareholders should vote in favour of the Arrangement. See “Part I — The Arrangement — Financial Advisor Opinions — Allen Fairness Opinion” and Appendix K-1, “Opinion of Allen & Company LLC.”

Origin Opinions and Valuation

The Company also retained Origin in connection with the Arrangement. As part of this mandate, Origin was requested to provide the Special Committee and the Board with its opinion as to (a) the fairness to the Company Shareholders (other than Arbiter and any of its associates, affiliates or subsidiaries), from a financial point of view, of the Arrangement and the other transactions contemplated by the Arrangement Agreement; (b) the fairness to the Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates, affiliates or subsidiaries and their respective affiliated investment funds), from a financial point of view, of the Arrangement and the other transactions contemplated by the Arrangement Agreement; (c) the fairness of the Arrangement and the other transactions contemplated by the Arrangement Agreement, from a financial point of view, to the Company, and (d) whether the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement and the other transactions contemplated by the Arrangement Agreement than if the Company were liquidated. In connection with this mandate, Origin has prepared the Origin Opinions which state that, on the basis of the particular assumptions, limitations and qualifications set forth therein, Origin is of the opinion that, as of April 12, 2017, (a) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Shareholders (other than Arbiter and any of its associates, affiliates or subsidiaries); (b) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates, affiliates or subsidiaries and their respective affiliated investment funds); (c) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company, and (d) the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement and the other transactions contemplated by the Arrangement Agreement than if the Company were liquidated as, in each case, the estimated aggregate value of the consideration Company Noteholders and Company Shareholders would receive in the Arrangement and the other transactions contemplated by the Arrangement Agreement would exceed the estimated value Company Noteholders and Company Shareholders would receive in a liquidation, respectively.

In connection with the Arrangement, the Company also retained Origin to provide the Special Committee and the Board with a formal valuation of the Company Common Shares as at April 12, 2017. On the basis of the particular assumptions, limitations and qualifications set forth in the Valuation, Origin is of the opinion that, as of April 12, 2017, the fair market value of the Company Common Shares is in the range of nil to C$0.29 per Company Common Share. Origin has confirmed that it is independent within the meaning of MI 61-101, and in particular, neither Origin nor any of its affiliated entities (as defined for purposes of MI 61-101): (a) is an associated or affiliated entity or an issuer insider of the Company, Arbiter, the Apollo Sponsor, the GSO Sponsors or any of their respective associates, affiliates or subsidiaries (each an “Interested Party” and, collectively, the “Interested Parties”); (b) is an advisor to the Company or any other Interested Party in connection with the Arrangement except in respect of the preparation of the Origin Opinions and the Valuation; (c) is a manager or co-manager of a soliciting dealer group formed in respect of the Arrangement (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to other members of the group); (d) has a material financial interest in the completion of the Arrangement; or (e) has a financial incentive in respect of the conclusions reached in the Valuation or any of the Origin Opinions. The Special Committee determined that Origin is qualified and independent within the meaning of MI 61-101.

The full text of the Origin Opinions and Valuation, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Origin Opinions and Valuation, are attached as Appendix K-2 to this Circular. The summary of the Origin Opinions and Valuation in this Circular is qualified in its entirety by reference to the full text of the Origin Opinions and Valuation. Company Securityholders are urged to read the Valuation carefully and in its entirety.

The Origin Opinions and Valuation are not a recommendation to any Company Shareholders as to whether the Company Common Shares should be held or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement or to any Company Noteholders as to whether the Company Notes should be held or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement or to participate or not participate in any lending opportunity made available to Company Noteholders. See “Part I — The Arrangement — Financial Advisor Opinions — Origin Opinions and Valuation” and Appendix K-2, “Opinions and Valuation of Origin Merchant Partners.”

Details of the Arrangement

General

The Arrangement will result in the redemption by the Company of all of the issued and outstanding Company Common Shares for the Share Cash-Out Consideration of C$0.17 per Company Common Shares.

The Arrangement will also result in each Company Noteholder receiving, per $1,000 aggregate principal amount of Company Notes:

· if the Company Noteholder is a Funding Company Noteholder, (1) $500 aggregate principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, (2) 175 New Company Common Shares and (3) the additional consideration described in the immediately following paragraph in connection with the New Capital Offering, or

· if the Company Noteholder is not a Funding Company Noteholder, (1) $500 principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes and (2) 150 New Company Common Shares,

subject to the terms and conditions set forth in the Arrangement Agreement.

the New Capital Offering by irrevocably electing to invest its Participating Noteholder Commitment Amount. Funding Company Noteholders will receive 1,250 New Company Common Shares for every $1,000 of Funded Amount validly deposited by such Funding Company Noteholder (comprised of 568 New Company Common Shares delivered as consideration for their new equity contribution and 682 New Company Common Shares delivered as additional consideration for their Company Notes under the Arrangement). The Sponsors have agreed that, pursuant to the terms of the Plan of Arrangement, together they will backstop the New Capital Offering and, at Closing, will fund an amount equal to the (i) New Capital Offering Amount, less (ii) the aggregate Participating Noteholder Commitment Amounts validly deposited by the Participating Noteholders (other than the Sponsors) in accordance with the Plan of Arrangement. In consideration for the Sponsors’ funding commitment with respect to the backstop, New Mood will issue, following the Continuance and Domestication, to (i) the Apollo Sponsor, an aggregate of 7,284,441 New Company Common Shares and (ii) the GSO Sponsors, an aggregate of 5,215,559 New Company Common Shares.

Additionally, pursuant to the terms of the Arbiter Voting Support and Subscription Agreement, Arbiter agreed to reinvest all of its Share Cash-Out Consideration into the capital of New Mood and subscribe for 4,627,352 New Company Common Shares. In consideration for this agreement by Arbiter to fund a portion of the New Capital Offering Amount, New Mood will issue to Arbiter an additional 1,028,300 New Company Common Shares.

Further, the Company, in consultation with the Sponsors, will take all actions reasonably requested or required to effect the MMGSA Note Redemption, including the funding on the Effective Date of the amount of cash necessary for the Company to satisfy and discharge the MMGSA Note Indenture. As well, in connection with the Arrangement and in consultation with the Sponsors: (a) the Company proposes to continue the Company’s jurisdiction of incorporation from Canada under the CBCA to domesticate in the State of Delaware; and (b) the Company and the Sponsors will use their commercially reasonable efforts to take such actions and file such applications with the Canadian securities regulatory authorities prior to the Effective Date as are reasonably necessary to permit the Company to cease to be a “reporting issuer” under applicable Canadian securities laws promptly following the completion of the Arrangement.

For further information in respect of New Mood following the completion of the Arrangement, see “Part I — The Arrangement — Continuance and Domestication” and “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement.”

Arrangement Steps

The Arrangement involves a number of steps, which will be deemed to occur sequentially commencing at the Effective Time without any further act or formality except as expressly provided in the Plan of Arrangement. If completed as contemplated, the Plan of Arrangement will effect a number of significant changes to the capital structure of the Company, as more particularly described below and elsewhere in this Circular.

The Plan of Arrangement is expected to substantially improve the capital structure of the Company by reducing the amount of outstanding net debt by approximately $161 million (plus accrued interest) on a consolidated basis and providing up to $50 million of additional liquidity through the New Capital Offering. With an improved capital structure, the Company will benefit from a reduction in its annual cash interest cost of approximately $16 million in the first year post-Closing. In connection with the Arrangement, the Company will also continue the Company’s jurisdiction of incorporation from Canada under the CBCA to domesticate in the State of Delaware, delist from the TSX and apply to cease to be a reporting issuer in Canada.

The Plan of Arrangement provides that:

· all unpaid interest accrued to the Effective Date on the Company Notes shall be paid by the Company;

Company to such holder equal to the amount (if any) by which the Share Cash-Out Consideration exceeds the exercise price of such Company Option, in each case, less any amounts withheld in accordance with the Plan of Arrangement, and such Company Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, no Person shall be obligated to pay the holder of such Company Option any amount in respect of the cancellation of such Company Option, and immediately thereafter the Company Stock Option Plan, all Company Options and any agreements related thereto shall be terminated and the Company shall have no liabilities or obligations with respect to any Company Option, the Company Stock Option Plan or any such agreement except as expressly set out in the Plan of Arrangement;

· notwithstanding anything in the Company DSU Plan to the contrary, each Company DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company to such holder equal to the U.S. Dollar Equivalent of the Share Cash-Out Consideration per Company Common Share less any amounts withheld in accordance with the Plan of Arrangement and each such Company DSU shall be immediately cancelled;

· each Dissenting Company Common Share shall be deemed to be transferred by the holder thereof to the Company for cancellation without any further act or formality in consideration for a debt claim against the Company for the amount determined in accordance with the Plan of Arrangement, and:

(a) such holder shall cease to be the holder of the Company Common Share so transferred and to have any rights as holder of such Company Common Share other than the right to be paid by the Company the amount determined in accordance with the Plan of Arrangement; and

(b) the name of each such holder shall be removed from the register of holders of Company Common Shares as it relates to the Company Common Share so transferred and cancelled;

· to add a class of shares designated as “common shares” (being the New Company Common Shares) and to authorize the Company to issue an unlimited number of such New Company Common Shares;

· the articles of the Company shall be amended as follows:

(a) to change the designation of the Company Common Shares from “Common Shares” to “Class A Shares” and to replace the rights, privileges and conditions attaching to such shares with the rights, privileges and conditions set out in Schedule I to the Plan of Arrangement; and

(b) to add a class of shares designated as “common shares” (being the New Company Common Shares) and to authorize the Company to issue an unlimited number of such New Company Common Shares;

· (i) the Company Notes beneficially owned by Funding Company Noteholders shall be, and shall be deemed to be, exchanged for the Participating Company Note Consideration, and (ii) the Company Notes beneficially owned by all other Company Noteholders shall be, and shall be deemed to be, exchanged for the Non-Participating Company Note Consideration, in each case less any amounts withheld in accordance with the Plan of Arrangement, and:

(a) each holder of such Company Notes shall cease to be the holder of such Company Notes and to have any rights as a holder of such Company Notes other than the right to the Participating Company Note Consideration or the Non-Participating Company Note Consideration, as applicable;

(b) the name of each holder of such Company Notes shall be removed from the register of holders of Company Notes, and the name of each holder of such Company Notes (or its designee)

shall be added to the register of holders of New Company Common Shares and of New Company Notes; and

· concurrently with the exchanges of the Company Notes described above, the Company Note Indenture shall be cancelled and all of the Entitlements and Obligations (each as defined in the Plan of Arrangement) of the Company Noteholders shall be irrevocably and finally settled, terminated, extinguished, cancelled and eliminated without the need of any further payment, action or otherwise and upon such cancellation, the Company Note Indenture shall be discharged and released;

· concurrently with the exchanges of the Company Notes described above, the Company shall become entitled to the Funded Amounts deposited with the Depositary pursuant to the Plan of Arrangement and shall issue to each Funding Company Noteholder, in addition to the Participating Company Note Consideration to which it is entitled to receive pursuant to the Plan of Arrangement, 568 New Company Common Shares per $1,000 of Funded Amount advanced by such Funding Company Noteholder in connection with the New Capital Offering;

· each Company Common Share other than a Dissenting Company Common Share shall be, and shall be deemed to be, acquired, redeemed and cancelled by the Company solely in exchange for a cash payment equal to the Share Cash-Out Consideration, and less any amounts withheld in accordance with the Plan of Arrangement, provided, that the Company shall not be required to pay the Share Cash- Out Consideration in cash in respect of, and to the extent of any Offsetting Amounts (as defined in the Plan of Arrangement) and such Offsetting Amounts shall be reduced on a dollar for dollar basis by the Share Cash-Out Consideration otherwise payable to the Subscribing Shareholder (as defined in the Plan of Arrangement), and:

(a) the holder of each Company Common Share acquired, redeemed and cancelled pursuant to the Plan of Arrangement shall cease to be the holder of the Company Common Share so transferred and to have any rights as holder of such Company Common Share other than the right to be paid by the Share Cash-Out Consideration (subject to reduction in respect of any Offsetting Amounts), as applicable, in accordance with the Plan of Arrangement; and

(b) the name of such holder shall be removed from the register of holders of Company Common Shares as it relates to the Company Common Share so acquired, redeemed and cancelled;

· the Company Warrants shall be terminated and cancelled for no consideration; and

· the Certificate of Domestication and the certificate of incorporation and the bylaws of New Mood will be filed in order to effect the Continuance and Domestication whereby the Company will be domesticated in the State of Delaware and will continue as a corporation under the DGCL under the same name and with the registered address of c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

The respective obligations of the Company and the Sponsors to complete the transactions contemplated by the Arrangement are subject to a number of conditions which must be satisfied or waived in order for the Arrangement to become effective. Upon all of the conditions being satisfied or waived, the Company is required to file a copy of the Final Order and the Articles of Arrangement with the Director in order to give effect to the Arrangement.

See “Part I — The Arrangement — Details of the Arrangement — Arrangement Steps.” The full text of the Plan of Arrangement is attached as Schedule A to the Arrangement Agreement, a copy of which is attached as Appendix J to this Circular.

Financing of the Arrangement

Sources of Funds

The Company anticipates that the total funds needed to complete the Arrangement (including the funds to pay Company Shareholders the amounts due to them under the Arrangement Agreement), which is expected to be approximately $350 million, will be funded through a combination of the following:

· Debt financing in a principal amount of up to $300 million as well as a committed $15 million senior secured revolving first lien facility. The Company has obtained a commitment from HPS Investment Partners, LLC to provide the Debt Financing pursuant to the Debt Commitment Letter. See “Part I — The Arrangement — Financing of the Arrangement — Debt Financing.”

· Equity financing by: (a) the GSO Sponsors in an aggregate amount equal to the lesser of (i) $20.86 million or (ii) the GSO Backstop Amount and (b) the Apollo Sponsor in an aggregate amount equal to the lesser of (i) $29.14 million or (ii) the Apollo Backstop Amount. The Apollo Sponsor has received an equity commitment in respect of the Apollo Equity Financing from the Apollo Funds. See “Part I — The Arrangement — Financing of the Arrangement — Equity Financing.”

· The subscription by Arbiter for New Company Common Shares in accordance with the Arbiter Voting Support and Subscription Agreement for an aggregate purchase price of approximately $4 million, which amount is to be offset against the Share Cash-Out Consideration otherwise owed to Arbiter under the Arrangement.

· The Projected Cash-on Hand.

The consummation of the Arrangement is conditioned upon the Company’s receipt of the Debt Financing.

Apollo Guarantee

The Apollo Sponsor was formed for the sole purpose of the Arrangement and has no significant assets (other than its rights under the Arrangement Agreement). Accordingly, concurrently with the execution of the Arrangement Agreement, and as a condition and inducement to the Company’s willingness to enter into the Arrangement Agreement, the Apollo Funds delivered to the Company a limited guarantee, dated as of April 12, 2017, pursuant to which, and subject to the terms and conditions contained therein, the Apollo Funds are guaranteeing certain obligations of the Apollo Sponsor in connection with the Arrangement Agreement.

Effect of the Arrangement

Share Capital of the Company and New Mood

As at the date of this Circular, there are 183,694,082 Company Common Shares outstanding on a non- diluted basis. Following the completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement, there will be no Company Common Shares outstanding and the number of New Company Common Shares outstanding will vary based on the New Capital Offering Amount (which will range from $25 million to $50 million) and the level of participation in the New Capital Offering by Non-Sponsor Company Noteholders. Assuming a New Capital Offering Amount of $25 million, there will be approximately 107,848,927 New Company Common Shares issued and outstanding (assuming 0% participation of the Non-Sponsor Company Noteholders in the New Capital Offering) and assuming a New Capital Offering Amount of $50 million there will be approximately 141,905,652 New Company Common Shares (assuming the participation of 100% of the Non- Sponsor Company Noteholders in the New Capital Offering) issued and outstanding, in each case following the completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement.

(d) Arbiter. Further details regarding participation by Company Noteholders in the New Capital Offering are set out below.

Assuming a New Capital Offering Amount of $25 million and the participation of 0%, 25%, 50%, 75% and 100% of the Non-Sponsor Company Noteholders, the shareholdings of New Mood immediately following the Arrangement and the transactions contemplated by the Arrangement Agreement are expected to be as follows:

	Participation
	0%	25%	50%	75%	100%
Funding Noteholders (other than the Apollo Sponsor and the GSO Sponsors)	Nil.	8,211,646 (7.56)%	15,792,946 (14.46)%	22,908,767 (20.83)%	29,671,093 (26.81)%
Non-Funding Noteholders	16,840,350 (15.61)%	12,630,263 (11.64)%	8,420,175 (7.71)%	4,210,088 (3.83)%	Nil.
Apollo Sponsor(1)	49,739,869 (46.12)%	47,816,848 (44.05)%	46,261,165 (42.34)%	44,976,742 (40.91)%	43,898,320 (39.67)%
GSO Sponsors(1)	35,613,056 (33.02)%	34,236,199 (31.54)%	33,122,352 (30.32)%	32,202,722 (29.29)%	31,430,587 (28.40)%
Arbiter(2)	5,655,652 (5.24)%	5,655,652 (5.21)%	5,655,652 (5.18)%	5,655,652 (5.14)%	5,655,652 (5.11)%
TOTAL:	107,848,927 (100.00)%	108,550,608 (100.00)%	109,252,290 (100.00)%	109,953,971 (100.00)%	110,655,652 (100.00)%

Notes:

(1) Including New Company Common Shares issued pursuant to the Put Option Payment.

(2) Including New Company Common Shares issued in consideration for the agreement by Arbiter in the Arbiter Voting Support and Subscription Agreement to fund a portion of the New Capital Offering Amount.

Assuming a New Capital Offering Amount of $50 million and the participation of 0%, 50%, 75% and 100% of the Non-Sponsor Company Noteholders, the shareholdings of New Mood immediately following the Arrangement and the transactions contemplated by the Arrangement Agreement are expected to be as follows:

	Participation
	0%	25%	50%	75%	100%
Funding Noteholders (other than the Apollo Sponsor and the GSO Sponsors)	Nil.	11,511,523 (8.23)%	21,762,354 (15.49)%	31,082,228 (22.01)%	39,695,111 (27.97)%
Non-Funding Noteholders	16,840,350 (12.11)%	12,630,263 (9.03)%	8,420,175 (5.99)%	4,210,088 (2.98)%	Nil.
Apollo Sponsor(1)	67,950,972 (48.85)%	64,104,931 (45.85)%	60,993,564 (43.41)%	58,424,717 (41.38)%	56,267,873 (39.65)%
GSO Sponsors(1)	48,651,953 (34.98)%	45,898,240 (32.83)%	43,670,545 (31.08)%	41,831,286 (29.62)%	40,287,016 (28.39)%
Arbiter(2)	5,655,652 (4.07)%	5,655,652 (4.05)%	5,655,652 (4.03)%	5,655,652 (4.01)%	5,655,652 (3.99)%
TOTAL:	139,098,927 (100.00)%	139,800,608 (100.00)%	140,502,290 (100.00)%	141,203,971 (100.00)%	141,905,652 (100.00)%

Notes:

(1) Including New Company Common Shares issued pursuant to the Put Option Payment.

Participation in the New Capital Offering by Eligible Non-Sponsor Noteholders

Each Eligible Company Noteholder shall have the right, but not the obligation, to exercise its Subscription Option in full (and not in part) by irrevocably agreeing pursuant to the Subscription Option Exercise Form to invest its Participating Noteholder Commitment Amount as part of the New Capital Offering. Exercise of the Subscription Option and participation in the New Capital Offering shall be subject to, among other things, the terms of the Plan of Arrangement, the Interim Order and the Subscription Option Exercise Form, and shall be conditioned upon the implementation of the Plan of Arrangement and effective on the Effective Date.

In order to exercise its Subscription Option, an Eligible Company Noteholder must return, or cause to be returned, the properly completed and duly executed Subscription Option Exercise Form in accordance with the terms thereof such that it is received by the Company (through the Depositary specified in the Subscription Option Exercise Form) prior to the Participation Deadline. The Company has the right, with the consent of the Sponsors, to accept a Subscription Option Exercise Form submitted after the Participation Deadline and otherwise waive any deficiencies with respect to any Subscription Option Exercise Form submitted.

The Company shall, by no later than 11:00 a.m. (Toronto time) on the seventh Business Day prior to the expected Effective Date inform each of the Participating Noteholders (other than the Sponsors) in writing (which may include by e-mail) of (a) the expected Effective Date, (b) the New Capital Offering Amount, and (c) the Participating Noteholder Commitment Amount required to be deposited with the Depositary in escrow by such Participating Noteholder in order to participate in the New Capital Offering and the manner in which such deposit must be completed.

Each Participating Noteholder (other than the Sponsors) must deposit its Participating Noteholder Commitment Amount with the Depositary in escrow such that it is received by the Depositary by no later than 11:00 a.m. (Toronto time) on the Participating Noteholder Funding Deadline. The Company shall announce by way of a publicly disseminated news release the Participating Noteholder Funding Deadline on or before the fifth Business Day prior to such date.

Any Participating Noteholder (other than the Sponsors) that does not deposit its Participating Noteholder Commitment Amount with the Depositary in escrow such that it is received by the Depositary by the Participating Noteholder Funding Deadline shall be automatically deemed to no longer be a Participating Noteholder and will be deemed to be, after the expiration of the Participating Noteholder Funding Deadline, a Non-Participating Noteholder for all purposes of the Arrangement.

New Company Common Shares offered and sold in the New Capital Offering will be delivered in book- entry form and credited to Participating Noteholders on the registry of the Company’s transfer agent, Computershare Investor Services Inc. (or its affiliate), and initially will bear a restrictive legend. The participation and settlement procedures for the other Company Securityholder transactions contemplated by the Arrangement are separate and distinct from the foregoing procedures related to the New Capital Offering. For more information regarding the participation and settlement procedures for the other Company Securityholder transactions contemplated by the Arrangement and the other transactions contemplated by the Arrangement Agreement, please refer to “Part I — The Arrangement — Deposit, Payment and Issuance Procedures Pursuant to the Arrangement.”

Participation in the New Capital Offering by the Apollo Sponsor and the GSO Sponsors

In accordance with the terms of the Arrangement Agreement, the GSO Sponsors will deposit an aggregate amount equal to the lesser of (i) $20.86 million or (ii) the GSO Backstop Amount and (b) the Apollo Sponsor will deposit an aggregate amount equal to the lesser of (i) $29.14 million or (ii) the Apollo Backstop Amount, as applicable, with the Depositary on the Effective Date.

New Company Notes and Substituted New Company Notes

of the New Company Notes Indenture, Substituted New Company Notes Indenture, New Company Notes Collateral Agreement, Substituted New Company Notes Collateral Agreement, New Company Notes First Lien/Second Lien Intercreditor Agreement and Substituted New Company Notes First Lien/Second Lien Intercreditor Agreement are subject to continuing negotiations between the Company and its prospective lenders and could change in the definitive documentation.

General

The Arrangement will result in the issuance of $175 million aggregate principal amount of New Company Notes to Company Noteholders on the basis of $500 aggregate principal amount of New Company Notes per $1,000 aggregate principal amount of Company Notes held (with the remaining $500 aggregate principal amount of Company Notes exchanged for New Company Common Shares in the manner described in “Part I — The Arrangement — Details of the Arrangement — General”). The New Company Notes will be governed by the terms of the New Company Notes Indenture and may be redeemed at par in cash or, at the option of the Company, by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, being second lien notes (having substantially the same terms as the New Company Notes except as set forth in this Circular) to be co-issued by DLLC2 and SubCo in connection with the acquisition by DLLC2, a wholly-owned Subsidiary of the Company, of all or substantially all of the assets of the Company. The Substituted New Company Notes will be governed by the terms of the Substituted New Company Notes Indenture.

It is expected that the New Company Notes will be redeemed by a corresponding aggregate principal amount of Substituted New Company Notes immediately following the Domestication. Unless otherwise indicated, references in this Circular to the “Notes” refer to: (a) prior to the redemption of the New Company Notes by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, the New Company Notes; and (b) thereafter, the Substituted New Company Notes.

The following is a summary of certain of the terms of the New Company Notes, the Substituted New Company Notes, the New Company Notes Indenture and the Substituted New Company Notes Indenture. This summary does not purport to be complete. For further details on the New Company Notes and the Substituted New Company Notes, see the New Company Notes Indenture, the form of which is attached as Appendix L to this Circular, and the Substituted New Company Notes Indenture, the form of which is attached as Appendix M to this Circular.

Notes:	New Company Notes	Substituted New Company Notes

Issuer:	Mood Media Corporation	DLLC2

Principal Amount:	$175,000,000	$175,000,000

Coupon:	The New Company Notes will bear interest at a rate per annum equal to Adjusted LIBOR (as defined below) plus 14% and shall be payable semi-annually in arrears (the “Coupon”); provided that 8% per annum of the Coupon shall not be cash-pay and shall accrue and be payable-in-kind; provided, further, that after the occurrence and during the continuance of an event of default under the New Credit Facility, no cash-pay interest will be payable.	Same as the New Company Notes

	“Adjusted LIBOR” means the higher of (a) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities)

Notes:	New Company Notes	Substituted New Company Notes

	for eurodollar deposits for the applicable interest period appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) or other applicable page or screen for loans denominated in United States dollars; provided that if Adjusted LIBOR shall be less than zero pursuant to this clause (a), such rate shall be deemed zero and (b) 1.00% per annum.

Maturity:	Seven years after the Effective Date.	Same as the New Company Notes

Ranking:	The New Company Notes will constitute senior subordinated second-priority secured indebtedness of the Company and will rank pari passu in right of payment with all other senior subordinated obligations of the Company.	The Substituted New Company Notes will constitute senior subordinated second-priority secured indebtedness of DLLC2 and will rank pari passu in right of payment with all obligations under the New Credit Facility and all other senior subordinated obligations of DLLC2.

Guarantees:	Each existing and subsequently acquired or organized wholly-owned U.S. subsidiary of the Company that is either an obligor under or a guarantor of the New Credit Facility (the “New Company Notes Guarantors”) will guarantee (the “New Company Notes Guarantees”) the New Company Notes on a senior subordinated second-priority basis.	Each existing and subsequently acquired or organized wholly-owned U.S. subsidiary of DLLC2 that is a guarantor of the New Credit Facility (the “Substituted New Company Notes Guarantors”) will guarantee (the “Substituted New Company Notes Guarantees”) the Substituted New Company Notes on a senior subordinated second-priority basis. The Substituted New Company Notes Guarantees will rank pari passu in right of payment with the corresponding guarantees of the New Credit Facility and will be automatically released upon the release thereof.

Security:	The New Company Notes will be secured by a second-priority security interest in the collateral of the Company and the New Company Notes Guarantors securing the New Credit Facility.	The Substituted New Company Notes will be secured by a second-priority security interest in the collateral of DLLC2 and the Substituted New Company Notes Guarantors securing the New Credit Facility.

Offer to Repurchase from Asset Sales:	To the extent net cash proceeds are available from any non-ordinary course asset sales or dispositions by the Company or any New Company Notes Guarantor after any repayments required by the New Credit Facility, the Company shall use the net proceeds to repay senior or pari passu indebtedness, or reinvest such net cash proceeds within 360 days.	To the extent net cash proceeds are available from any non-ordinary course asset sales or dispositions by DLLC2 or any Substituted New Company Notes Guarantor after any repayments required by the New Credit Facility, DLLC2 shall use the net proceeds to repay senior or pari passu indebtedness, or reinvest such net cash proceeds within 360 days. Any

Notes:	New Company Notes	Substituted New Company Notes

	Any net cash proceeds not so applied shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds an amount to be agreed, the Company will be required to make an offer to repurchase the New Company Notes with the Excess Proceeds at a price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.	net cash proceeds not so applied shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds an amount to be agreed, DLLC2 will be required to make an offer to repurchase the Substituted New Company Notes with the Excess Proceeds at a price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.

Offer to Repurchase Upon a Change of Control:	The Company will be required to make an offer to repurchase the New Company Notes following the occurrence of a Change of Control (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) at a price in cash equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.	DLLC2 will be required to make an offer to repurchase the Substituted New Company Notes following the occurrence of a Change of Control (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) at a price in cash equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.

Optional Redemption:	The Company may redeem the New Company Notes at its option, in whole but not in part, in cash at a redemption price equal to 100% of the principal amount of the New Company Notes or, at the option of the Company, on a par for par basis with the Substituted New Company Notes.	Prior to the expiration of the Non-Call Period (as defined below) with respect to any Substituted New Company Notes, DLLC2 may redeem such Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the first anniversary of the Effective Date plus 50 basis points.

		Prior to the expiration of the Non-Call Period, DLLC2 may redeem up to 40% of such Substituted New Company Notes with proceeds from an equity offering at a price equal to par plus the coupon on such Substituted New Company Notes.

		“Non-Call Period” shall mean, with respect to any Substituted New Company Notes, the period from the issuance of such Substituted New Company Notes to, but excluding, the date that is one year after the Effective Date.

		After the end of the Non-Call Period applicable to any Substituted New Company Notes, DLLC2 may redeem the Substituted New Company Notes at its option, in whole or in part from time to time, at the following redemption prices (expressed as a percentage of the

Notes:	New Company Notes	Substituted New Company Notes

		principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

		· After the first anniversary of the Non-Call Period: 102%

		· After the second anniversary of the Non-Call Period: 101%

		· After the third anniversary of the Non-Call Period: 100%

Mandatory Redemption:	On the last day of each “accrual period” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(ii)) ending after the fifth anniversary of the “issue date” of the New Company Notes for U.S. federal income tax purposes (each a “Special Mandatory Redemption Date”), the Company shall make a mandatory prepayment of principal or interest (any such prepayment, a “Special Mandatory Redemption”) on each of the New Company Notes, without premium or penalty, in an amount necessary to ensure that the New Company Notes will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the New Company Notes prior to each Special Mandatory Redemption Date pursuant to any other provisions of the applicable definitive documentation, including the New Company Notes Indenture shall alter the Company’s obligation to make the Special Mandatory Redemption with respect to any New Company Notes that remain outstanding on each Special Mandatory Redemption Date.	Same as the New Company Notes.

Covenants:	The applicable definitive documentation, including the New Company Notes Indenture, will contain affirmative and negative covenants with respect to the Company and its restricted subsidiaries as are usual and customary for high yield debt securities of this type, with usual and customary carve-outs, exceptions and baskets and others contemplated below; provided that in no event shall such covenants be more restrictive than the	The applicable definitive documentation, including the Substituted New Company Notes Indenture, will contain affirmative and negative covenants with respect to DLLC2 and its restricted subsidiaries as are usual and customary for high yield debt securities of this type, with usual and customary carve-outs, exceptions and baskets and others contemplated below; provided that in no event shall such covenants be more restrictive than the

Notes:	New Company Notes	Substituted New Company Notes

	corresponding covenants in the documentation governing the New Credit Facility. For the avoidance of doubt, there shall be no financial maintenance covenants.	corresponding covenants in the documentation governing the New Credit Facility. For the avoidance of doubt, there shall be no financial maintenance covenants.

	1. The provisions limiting indebtedness shall:	1. The provisions limiting indebtedness shall:

	· permit the incurrence of indebtedness by the Company and its restricted subsidiaries if the ratio of EBITDA (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) to total interest expense on a Pro Forma Basis (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) is not less than 2.00 to 1.00 on the date of incurrence;	· permit the incurrence of indebtedness by DLLC2 and its restricted subsidiaries if the ratio of EBITDA (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) to total interest expense on a Pro Forma Basis (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) is not less than 2.00 to 1.00 on the date of incurrence;

	· provide for the incurrence of indebtedness pursuant to baskets, which shall include a general indebtedness basket of at least the greater of $50 million and the Corresponding Multiple of LTM EBITDA (as defined below); and	· provide for the incurrence of indebtedness pursuant to baskets, which shall include a general indebtedness basket of at least the greater of $50 million and the Corresponding Multiple of LTM EBITDA (as defined below); and

	· provide that the amount of indebtedness incurred under the “bank basket” will not exceed an amount equal to the sum of (i) $415 million plus (ii) such additional amount of indebtedness that may be incurred that would not cause the Net First Lien Leverage Ratio (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) on a Pro Forma Basis to exceed 4.60 to 1.00 on the date of incurrence.	· provide that the amount of indebtedness incurred under the “bank basket” will not exceed an amount equal to the sum of (i) $415 million plus (ii) such additional amount of indebtedness that may be incurred that would not cause the Net First Lien Leverage Ratio (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) on a Pro Forma Basis to exceed 4.60 to 1.00 on the date of incurrence.

	2. The provisions limiting liens shall provide for customary permitted liens and	2. The provisions limiting liens shall provide for customary permitted liens and

Notes:	New Company Notes	Substituted New Company Notes

	include (i) a general permitted liens basket of the greater of $50 million and the Corresponding Multiple of LTM EBITDA; (ii) the ability to incur liens on indebtedness to the extent that the Net Secured Leverage Ratio (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) on a Pro Forma Basis is not greater than 6.30 to 1.00 and (iii) the ability to incur liens on assets of non- New Company Notes Guarantor subsidiaries so long as such liens secure obligations of non- New Company Notes Guarantor subsidiaries that are otherwise permitted.	include (i) a general permitted liens basket of the greater of $50 million and the Corresponding Multiple of LTM EBITDA; (ii) the ability to incur liens on indebtedness to the extent that the Net Secured Leverage Ratio (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) on a Pro Forma Basis is not greater than 6.30 to 1.00 and (iii) the ability to incur liens on assets of non- Substituted New Company Notes Guarantor subsidiaries so long as such liens secure obligations of non- Substituted New Company Notes Guarantor subsidiaries that are otherwise permitted.

	3. The provisions limiting restricted payments shall provide (i) that the restricted payment “builder” will be based on 50% of consolidated net income (with a $35 million starter basket) and (ii) for the making of other restricted payments and restricted investments, which shall include a general restricted payment basket of the greater of $65 million and the Corresponding Multiple of LTM EBITDA.	3. The provisions limiting restricted payments shall provide (i) that the restricted payment “builder” will be based on 50% of consolidated net income (with a $35 million starter basket) and (ii) for the making of other restricted payments and restricted investments, which shall include a general restricted payment basket of the greater of $65 million and the Corresponding Multiple of LTM EBITDA.

	“Corresponding Multiple of LTM EBITDA” means, with respect to any dollar basket, the amount of such dollar basket divided by the EBITDA on a Pro Forma Basis of the Company and its restricted subsidiaries for the most recently available four fiscal quarter period as of the issue date, after giving effect to the transactions contemplated by the Arrangement Agreement, expressed as a multiple.	“Corresponding Multiple of LTM EBITDA” means, with respect to any dollar basket, the amount of such dollar basket divided by the EBITDA on a Pro Forma Basis of DLLC2 and its restricted subsidiaries for the most recently available four fiscal quarter period as of the issue date, after giving effect to the transactions contemplated by the Arrangement Agreement, expressed as a multiple.

Registration Rights:	None.	None.

Ranking

The Notes and related Subsidiary guarantees will be secured by junior-priority security interests in the collateral that secures the Issuer’s obligations under: (a) in the case of the New Company Notes, collectively, the Upstream Loan and the New Credit Facility and (b) in the case of the Substituted New Company Notes, the New Credit Facility (the “Applicable First Priority Agreement”). The Notes will be the Issuer’s senior secured obligations and will rank senior in right of payment to all of the Issuer’s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Notes, be subordinated in right of payment pursuant to the First Lien/Second Lien Intercreditor Agreement to the obligations under the Applicable

First Priority Agreement, be effectively senior to all of the Issuer’s existing and future unsecured indebtedness, be effectively subordinated to all of the Issuer’s existing and future secured debt that is secured on a senior-priority basis (including obligations under the Applicable First Priority Agreement) and be structurally subordinated to all obligations of each of the Issuer’s Subsidiaries that is not a guarantor of the Notes.

Unless otherwise indicated, references in this Circular to: (i) the “collateral” refers to (x) prior to the redemption of the New Company Notes, the collateral securing the New Company Notes and (y) thereafter, the collateral securing the Substituted New Company Notes and (ii) the “First Lien/Second Lien Intercreditor Agreement” refers to (x) prior to the redemption of the New Company Notes, collectively, the New Company Notes First Lien/Second Lien Intercreditor Agreement and the Substituted New Company Notes First Lien/Second Lien Intercreditor Agreement and (y) thereafter, the Substituted New Company Notes First Lien/Second Lien Intercreditor Agreement.

For further details on the collateral arrangements for the New Company Notes and the Substituted New Company Notes, see the New Company Notes Collateral Agreement, the form of which is attached as Appendix P to this Circular, the Substituted New Company Notes Collateral Agreement, the form of which is attached as Appendix Q to this Circular, the New Company Notes First Lien/Second Lien Intercreditor Agreement, the form of which is attached as Appendix N to this Circular, and the Substituted New Company Notes First Lien/Second Lien Intercreditor Agreement, the form of which is attached as Appendix O to this Circular.

Company Options and Company DSUs

Pursuant to the terms of the Arrangement Agreement: (a) all Company Options outstanding immediately prior to the Effective Time, whether vested or unvested, will, notwithstanding the terms of such Company Options or the Company Stock Option Plan, be assigned and transferred by the holder thereof to the Company at the time stipulated therefor in the Plan of Arrangement, in exchange for a cash payment by the Company to each holder of a Company Option, in respect of each Company Option held by such holder, of the amount, if any, equal to the Share Cash-Out Consideration less the applicable exercise price and net of all Taxes required to be withheld in respect of such Company Options, to be paid as soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time) through the Company’s or its successor’s payroll system or payroll provider; and (b) all Company DSUs that are outstanding immediately prior to the Effective Time, whether vested or unvested, will, notwithstanding the terms of such Company DSUs or the Company DSU Plan, be assigned and transferred by the holder thereof to the Company at the time stipulated therefor in the Plan of Arrangement, in exchange for a cash payment by the Company to each holder of Company DSUs, in respect of each Company DSU held by such holder, of an amount equal to the U.S. Dollar Equivalent of the Share Cash-Out Consideration per Company Common Share, net of all Taxes required to be withheld in respect of such Company DSU, to be paid as soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time) through the Company’s or its successor’s payroll system or payroll provider. For greater certainty, all Company Options that are “out-of-the money” will be canceled by the Company for no consideration.

See “Part I — The Arrangement — Effect of the Arrangement — Company Options and Company DSUs.”

Credit Facility Refinancing

In consideration for providing the New Credit Facility, New Mood will also issue series A warrants (the “Series A Warrants”) of New Mood to HPS Investment Partners, LLC or one or more of its affiliates entitling the holders thereof to receive, upon exercise of such Series A Warrants, an aggregate of 2% of the total outstanding New Company Common Shares, calculated as of the Effective Date. The exercise price of the Series A Warrants will be fixed on the Effective Date and such Series A Warrants will expire on the fifth anniversary of the Effective Date.

See “Part I — The Arrangement — Effect of the Arrangement — Credit Facility Refinancing” and “Part I — The Arrangement — Financing of the Arrangement — Debt Financing.”

MMGSA Note Redemption

In connection with the Arrangement, the Company, in consultation with the Sponsors, will take all actions reasonably requested or required to effect the MMGSA Note Redemption, including the funding on the Effective Date of the amount of cash necessary for the Company to satisfy and discharge the MMGSA Note Indenture. Pursuant to the terms of the MMGSA Note Indenture, the Company may redeem all or a part of the MMGSA Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption price of 106% of the principal amount of the MMGSA Notes, plus accrued and unpaid interest, if any, on MMGSA Notes redeemed on or after August 6, 2017, but prior to August 6, 2018.

The Company expects to deliver a conditional notice of full redemption to holders of the MMGSA Notes concurrently with the closing of the Arrangement, which notice is expected to provide a redemption date of August 6, 2017, and a redemption price of 106% of the principal amount redeemed, plus accrued and unpaid interest to the redemption date. The Company expects to satisfy and discharge the MMGSA Note Indenture with respect to all outstanding MMGSA Notes on the Effective Date in connection with the closing of the Arrangement.

See “Part I — The Arrangement — Effect of the Arrangement — MMGSA Note Redemption.”

Continuance and Domestication, Delisting from TSX and Ceasing to be a Reporting Issuer

In connection with the Arrangement, the Board has determined that it is in the best interests of the Company to: (a) continue the Company out of the laws of Canada pursuant to Section 188 of the CBCA; (b) domesticate the Company under the laws of the State of Delaware pursuant to Section 388 of the DGCL; and (c) approve a new certificate of incorporation and bylaws to be effective as of the effective time of the Domestication. The Domestication will become effective upon the effectiveness of the filing of the certificate of corporate domestication and the certificate of incorporation, as filed with the office of the Secretary of State of the State of Delaware. Thereafter, the CBCA will no longer apply to the Company, and the Company will be subject to the DGCL and certificate of incorporation filed in Delaware, and for the purposes of the DGCL, the Company will be deemed to have commenced on June 17, 2008, the date of its original continuance under the CBCA.

Pursuant to the terms of the Arrangement Agreement, the Company and the Sponsors will use their commercially reasonable efforts to take such actions and file such applications with the Canadian securities regulatory authorities prior to the Effective Date as are reasonably necessary to cause the Company to cease to be a “reporting issuer” under applicable Canadian securities laws promptly following the completion of the Arrangement. Additionally, the Company and the Sponsors will use their commercially reasonable efforts to take such actions and file such applications prior to the Effective Date as are reasonably necessary to cause the Company Common Shares to be delisted from the TSX promptly (and in no event more than 10 days) following the completion of the Arrangement.

See “Part I — The Arrangement — Effect of the Arrangement — Continuance and Domestication and Delisting from the TSX” and “Part I — The Arrangement — Continuance and Domestication.”

Voting and Support Agreements

In connection with the Arrangement, the Company sought a voting and support agreement from certain directors and officers of the Company, holding in the aggregate 162,146 Company Common Shares, each of whom entered into such agreement. Pursuant to such Voting Support Agreements, such directors and officers have agreed to, among other things, vote or cause to be voted all Company Common Shares beneficially owned by such directors or executive officers, and any other Company Common Shares directly or indirectly acquired by or issued to such directors or executive officers after the date of the Arrangement Agreement (including, without limitation, any Company Common Shares issued upon further exercise of Company Options, Company Warrants or Company DSUs or other rights to purchase such Company Common Shares) at the Company Shareholder Meeting (or any

adjournment(s) or postponement(s) thereof) in favour of the Arrangement including, without limitation, the Arrangement Resolutions, the Continuance and Domestication Resolution and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Company).

As well, the Company and the Sponsors entered into the Arbiter Voting Support and Subscription Agreement with Arbiter, which beneficially owns or controls 32,128,324 Company Common Shares, pursuant to which Arbiter has agreed to, among other things, vote or cause to be voted certain Company Common Shares beneficially owned or controlled by it at the Company Shareholder Meeting (or any adjournment(s) or postponement(s) thereof) in favour of the Arrangement including, without limitation, the Arrangement Resolutions, the Continuance and Domestication Resolution and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Company). Arbiter has also agreed that it will not, and will ensure that its affiliates do not, directly or indirectly: (a) solicit proxies or become a participant in a solicitation in opposition to or competition with the Arrangement; (b) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Arrangement; (c) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the Arrangement; and (d) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

See “Part I — The Arrangement — Voting and Support Agreements.”

Approval of Company Securityholders Required for the Arrangement

Pursuant to the Interim Order, the number of votes required to pass the Arrangement Shareholder Resolution shall be: (i) at least 662/3% of the votes cast by Company Shareholders, either in person or by proxy, at the Company Shareholder Meeting; and (ii) at least a majority of the votes cast by Company Shareholders, excluding any votes attached to Company Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; the number of votes required to pass the Continuance and Domestication Resolution shall be at least 662/3% of the votes cast by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting; and the number of votes required to pass the Arrangement Noteholders Resolution shall be at least 662/3% of the votes cast by Company Noteholders present in person or represented by proxy at the Company Noteholder Meeting, where each $1,000 principal amount of Company Notes entitled to be voted at the Company Noteholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Noteholder Meeting. Notwithstanding the foregoing, each of the Arrangement Resolutions authorizes the Board, without further notice to or approval of the Company Securityholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If each of the Arrangement Resolutions is not approved by the Company Shareholders and Company Noteholders, respectively, the Arrangement cannot be completed. See Appendix A to this Circular for the full text of the Arrangement Shareholder Resolution and Appendix B to this Circular for the full text of the Arrangement Noteholder Resolution.

See “Part I — The Arrangement — Procedure for the Arrangement Becoming Effective” and “Part IV — General Proxy Matters — Procedure and Votes Required.”

Court Approval

In addition to the approval of the Arrangement Resolutions and the Continuance and Domestication Resolution by the Company Securityholders, completion of the Arrangement requires the satisfaction of several other conditions, including the approval of the Court and the entry of the U.S. Recognition Order by the U.S. Court. An application for the Final Order approving the Arrangement is expected to be made on June19, 2017 at 10:00 a.m. (Toronto time) at the Ontario Superior Court (Commercial List), 330 University Avenue, Toronto, Ontario. On the application, the Court will consider, among other things, the fairness of the Arrangement. The Company also intends to commence the Chapter 15 Proceedings before the U.S. Court for the purposes of recognizing, approving and giving effect to the CBCA Proceedings and the Plan of Arrangement in the United States.

See “Part I — The Arrangement — Procedure for the Arrangement Becoming Effective” and “Part I — The Arrangement — Court Approvals.”

Regulatory Approvals

In addition to the approval of the Arrangement Resolutions by the Company Securityholders and the approval of the Continuance and Domestication by the Company Shareholders, the approval of the Court and the entry of the U.S. Recognition Order by the U.S. Court, it is a condition precedent to the implementation of the Arrangement that all requisite regulatory approvals be obtained, including, (a) with respect to the Apollo Sponsor, merger control filings and clearances in Russia, Austria and Germany (and, in the event that the BIS Sale is terminated prior to the Effective Date, the Netherlands) and, (b) with respect to the GSO Sponsors, merger control filings and clearances in Austria and Germany. See “Part I — The Arrangement — The Arrangement Agreement — Conditions to the Arrangement — Mutual Conditions” and “Part I — The Arrangement — Regulatory Approvals.”

Timing

If the Company Meetings are held as scheduled and are not adjourned or postponed and the Arrangement Resolutions and the Continuance and Domestication Resolutions are approved at the Company Meetings, the Company will apply for the Final Order approving the Arrangement on June 20, 2017. If the Final Order is obtained in a form and substance satisfactory to the Company and the Sponsors, and all other conditions set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, the Company expects the Effective Date to occur in late June 2017 following receipt of all requisite regulatory approvals. However, it is not possible at this time to state with certainty when the Effective Date will occur.

See “Part I — The Arrangement — Timing.”

Deposit, Payment and Issuance Procedures Pursuant to the Arrangement

In order to receive the Share Cash-Out Consideration, New Company Common Shares (excluding New Company Common Shares issuable pursuant to the New Capital Offering) and Substituted New Company Notes, as applicable, upon the completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement, Registered Holders of Company Common Shares and Company Notes must deposit with the applicable Depositary (at one of the addresses specified on the last page of the applicable Letter of Transmittal) the applicable validly completed and duly signed Letter of Transmittal together with the certificates (if any) representing the Registered Holder’s Company Common Shares or Company Notes, as applicable, and such other documents and instruments as the applicable Depositary may reasonably require. Registered Holders of Company Common Shares and Company Notes who do not possess the certificates evidencing their certificated Company Common Shares or Company Notes should refer to “Part I — The Arrangement —Lost Certificates.”

Registered Holders of Company Common Shares who deposit a validly completed and duly signed Letter of Transmittal, together with any certificate(s) representing their Company Common Shares, will receive the Share Cash-Out Consideration to which they are entitled under the Arrangement, with any surrendered certificate(s) being cancelled. As soon as a Registered Holder of Company Common Shares who has complied with the procedures set out above and in the Letter of Transmittal is entitled to a payment of Share Cash-Out Consideration in accordance with the Arrangement and after receipt of all required documents, a cheque or a wire transfer representing the Share Cash-Out Consideration payable under the Arrangement to such Registered Holder of Company Common Shares will be paid to such Registered Holder.

Cede & Co. is the only Registered Holder of Company Notes. Upon the deposit of a validly completed and duly signed Letter of Transmittal, together with any certificates representing Company Notes, the Company Notes will be surrendered for cancellation through the facilities of The Depository Trust Company, and following such surrender: (i) the New Company Common Shares issuable in consideration of such Company Notes pursuant to the Arrangement (excluding, for the avoidance of doubt, any New Company Common Shares issuable separately pursuant to the New Capital Offering) will be issued through the facilities of the Depository Trust Company; and (ii) the New Company Notes will be issued in the form of a certificated global note, with such surrendered certificate(s)

being cancelled. It is expected that the New Company Notes will be redeemed by delivery of a corresponding aggregate principal amount of substituted New Company Notes immediately following the Domestication. Such Substituted New Company Notes will be issued through the facilities of The Depository Trust Company.

The participation and settlement procedures for the New Capital Offering are separate and distinct from the foregoing procedures related to the Arrangement. For more information regarding the participation and settlement procedures for Participating Noteholders in the New Capital Offering (other than the Sponsors), please refer to “Part I — Effect of the Arrangement — Share Capital of the Company and New Mood— Participation in the New Capital Offering by Non-Sponsor Noteholders.”

The Share Cash-Out Consideration paid to Company Shareholders will be denominated in Canadian dollars. The Letter of Transmittal will provide for the ability of a Company Shareholder to elect to receive the Share Cash-Out Consideration, in U.S. dollars. The amount payable in U.S. dollars will be based on the exchange rate available to the Depositary at its typical banking institution on the date the funds are converted. Company Shareholders electing to have the Share Cash-Out Consideration paid in U.S. dollars acknowledge and agree that any change to the currency exchange rates of the U.S. dollar or Canadian dollar will be at the sole risk of the Company Shareholder who makes such election.

The payment by the Company on the Effective Date of accrued interest in respect of the Company Notes up to and including the Effective Date shall be effected through the delivery by the Company of such amounts to The Bank of New York Mellon, for distribution to Company Noteholders in accordance with the Company Note Indenture and customary practices.

Additional copies of the Letters of Transmittal are also available by contacting Kingsdale Advisors by using the contact details listed on the back page of this Circular.

The use of the mail to transmit certificates representing Company Common Shares or Company Notes and a Letter of Transmittal will be at the risk of the Registered Holder thereof. The Company recommends that such certificates and documents be delivered by hand to the applicable Depositary and a receipt therefor be obtained or that registered mail be used.

Except as otherwise provided in the instructions in the applicable Letter of Transmittal, all signatures on: (a) the Letters of Transmittal, and (b) the certificates representing Company Common Shares or Company Notes, must be guaranteed by an Eligible Institution.

The Sponsors, the Company, each Depositary and their respective affiliates, as applicable, shall be entitled to deduct or withhold from the consideration payable or otherwise deliverable to any Person, including Company Shareholders exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other distributions or other amounts otherwise payable to any former Company Shareholders, former Company Noteholders or former holders of Company Options or Company DSUs, such Taxes or other amounts as the Sponsors, the Company, the Depositary and their affiliates, as applicable, are required, entitled or permitted to deduct or withhold with respect to such payment under the Tax Act, the Code, or any other provisions of any applicable Laws, in each case, as amended. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

The exchange of Company Common Shares for the Share Cash-Out Consideration in respect of any Non-Registered Holder of Company Common Shares is expected to be made with such Non-Registered Holder’s intermediary or nominee account through the procedures in place for such purposes between CDS and such intermediary or nominee. Non-Registered Holders of Company Common Shares should contact their intermediary or nominee if they have any questions regarding this process and to arrange for their intermediary or nominee to complete the necessary steps to ensure that they receive the Share Cash-Out Consideration in respect of their Company Common Shares.

The exchange of Company Notes for New Company Common Shares and New Company Notes in respect of any Non-Registered Holder of Company Notes is expected to be made with such Non-Registered Holder’s intermediary or nominee account through the procedures in place for such purposes between Cede & Co. and such intermediary or nominee. Non-Registered Holders of Company Notes should contact their intermediary or nominee if they have any questions regarding this process and to arrange for their intermediary or nominee to complete the necessary steps to ensure that they receive the New Company Common Shares and New Company Notes in respect of their Company Notes.

Subject to applicable legislation relating to unclaimed personal property, any certificate formerly representing Company Common Shares or Company Notes that is not deposited with all other documents as required by the Plan of Arrangement on or before the day prior to the third anniversary of the Effective Date shall cease to represent a claim by or interest of any kind or nature against or in any of New Mood, the Company or the Sponsors. In such case and on such date, any and all consideration to which such former holder was entitled shall be deemed to have been surrendered to New Mood, the Company or the Sponsors, as applicable. Any payment made by way of cheque by New Mood, the Company, the Sponsors or the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to New Mood, the Company, the Sponsors or the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Time shall be returned by the Depositary to New Mood, and any right or claim to payment under the Plan of Arrangement that remains outstanding on the day that is three years less one day from the Effective Date shall cease to represent a right or claim by or interest of any kind or nature and the right of a former holder of Company Common Shares or Company Notes to receive the consideration for such Company Common Shares or Company Notes, as applicable, pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to New Mood, the Company or the Sponsors, as applicable, for no consideration.

See “Part I — The Arrangement — Deposit, Payment and Issuance Procedures Pursuant to the Arrangement.”

Treatment of Fractional New Company Common Shares and New Company Notes

If the aggregate number of New Company Common Shares to which a Company Noteholder would be entitled under the Plan of Arrangement would include a fractional share, then the number of New Company Common Shares that such former Company Noteholder is entitled to receive shall be rounded down to the next whole number and no former Company Noteholder will be entitled to any consideration or compensation in respect of such fractional New Company Common Shares.

If a Company Noteholder would be entitled under the Plan of Arrangement to receive any fractional interest of New Company Notes, then such former Company Noteholder will receive the nearest $1.00 (with fractions equal to exactly $0.50 being rounded up).

See “Part I — The Arrangement — Treatment of Fractional New Company Common Shares.”

Right to Dissent

Arrangement Shareholder Resolution

Dissenting Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and United States federal income tax laws than had such Company Shareholder submitted his or her Company Common Shares to the Company for the Share Cash-Out Consideration pursuant to the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Shareholder’s Dissenting Shares.

The following is only a summary of the Dissent Rights and provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order as described below or any other interim order of the Court), which are technical and complex. A copy of Section 190 of the CBCA is attached as Appendix S to this Circular. It is recommended that any Registered Holder of Company Common Shares wishing to avail himself or herself of the Dissent Rights seek legal advice, as failure to strictly comply with the provisions of the CBCA (as modified by the Plan of Arrangement and the Interim Order) may prejudice his or her Dissent Rights.

Section 190 of the CBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the shares of a class held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that only a Registered Holder of Company Common Shares may exercise the Dissent Rights in respect of Company Common Shares that are registered in that Registered Holder’s name.

In many cases, Company Common Shares beneficially owned by a Non-Registered Holder of Company Common Shares are registered either: (a) in the name of an Intermediary that the Non-Registered Holder of Company Common Shares deals with in respect of the Company Common Shares; or (b) in the name of a depositary (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Holder of Company Common Shares will not be entitled to exercise its Dissent Rights directly (unless the Company Common Shares are re-registered in the Non-Registered Holder’s name). A Non-Registered Holder of Company Common Shares that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Holder of Company Common Shares deals in respect of its Company Common Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Holder’s behalf (which, if the Company Common Shares are registered in the name of CDS or other clearing agency, may require that such Company Common Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Company Common Shares in the name of the Non-Registered Holder of Company Common Shares, in which case the Non-Registered Holder would be able to exercise the Dissent Rights directly. In addition, pursuant to section 190 of the CBCA and the Interim Order, a Dissenting Shareholder may not exercise Dissent Rights in respect of only a portion of such Dissenting Shareholder’s Company Common Shares but may dissent only with respect to all Company Common Shares held by such Dissenting Shareholder.

The Dissent Procedures require that a Registered Holder of Company Common Shares who wishes to dissent must send a written notice of objection to the Arrangement Shareholder Resolution or the Continuance and Domestication Resolution to the Company c/o Stikeman Elliott LLP, 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario M5L 1B9, Canada (Attention: Alexander Rose) to be received by no later than 5:00 p.m. (Toronto time) on June 13, 2017 or, in the case of any adjournment(s) or postponement(s) of the Company Shareholder Meeting, by no later than 5:00 p.m. (Toronto time) on the second Business Day immediately preceding the day of the adjourned or postponed Company Shareholder Meeting, and must otherwise strictly comply with the Dissent Procedures. A Registered Holder of Company Common Shares who intends to exercise Dissent Rights in respect of the Arrangement Shareholder Resolution should seek legal advice as failure to strictly comply with the Dissent Procedures will result in loss of Dissent Rights.

The giving of a Dissent Notice does not deprive a Dissenting Shareholder of such Company Shareholder’s right to vote at the Company Shareholder Meeting; however, a Company Shareholder is not entitled to exercise the Dissent Rights with respect to any Company Common Shares if the Company Shareholder votes (or instructs or is deemed, by submission of an incomplete proxy or otherwise, to have instructed the Company Shareholder’s proxyholder to vote) in favour of the Arrangement Shareholder Resolution. A vote against the Arrangement Shareholder Resolution or the execution or exercise of a proxy does not constitute a Dissent Notice. A Dissenting Shareholder, however, may vote as a proxy for a Company Shareholder whose proxy required an affirmative vote,

without affecting the Dissenting Shareholder’s right to exercise the Dissent Rights. See “Part IV — General Proxy Matters.”

The Arrangement Agreement provides that it is a condition to completion of the Arrangement in favour of the Sponsors that the aggregate number of Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn as at 5:00 p.m. (Toronto time) on the Determination Date shall not exceed 5% of the issued and outstanding Company Common Shares.

Continuance and Domestication Resolution

Pursuant to section 190 of the CBCA, Registered Holders of Company Common Shares have the right to dissent in respect of the Continuance and Domestication Resolution and the right to be paid an amount equal to the fair value of their Company Common Shares as of the close of business on the Business Day before the Continuance and Domestication Resolution was approved. Company Shareholders are cautioned that fair value could be determined to be less than the value of the Share Cash-Out Consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a holder of Company Common Shares exercising dissent rights in respect of the Continuance and Domestication Resolution may be treated in a different, and potentially more adverse, manner under Canadian and United States federal income tax laws than had such Company Shareholder submitted his or her Company Common Shares to the Company for the Share Cash-Out Consideration pursuant to the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by such holder of Company Common Shares of consideration for such holder’s Company Common Shares.

A Registered Holder of Company Common Shares who intends to exercise rights of dissent in respect of the Continuance and Domestication Resolution should seek legal advice as failure to strictly comply with the dissent procedures, as set forth in section 190 of the CBCA, will result in loss of the right to dissent in respect of the Continuance and Domestication Resolution.

See “Part I — The Arrangement — The Arrangement Agreement — Conditions to the Arrangement” and “Part I — The Arrangement — Right to Dissent.”

Governance of New Mood Following the Arrangement

The following summary is based on the expected provisions of the New Mood certificate of incorporation, New Mood bylaws and Investor Rights Agreement (which agreement will be based on the terms set forth in the Governance Term Sheet), as applicable, which are subject to change, subject to applicable law. The descriptions contained in this Circular of the New Mood certificate of incorporation, New Mood bylaws and Investor Rights Agreement, as applicable, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the applicable document or agreement. Defined terms with respect to the New Mood certificate of incorporation, New Mood bylaws and Investor Rights Agreement have the meaning set forth in the applicable Appendix to this Circular.

Board of Directors

Following the consummation of the Arrangement and the Continuance and Domestication, and in accordance with the Arrangement Agreement, the board of directors of New Mood (the “New Mood Board”) will consist of seven directors and shall be comprised of (a) four directors nominated by the Apollo Sponsor; (b) two directors nominated by the GSO Sponsors, and (c) the chief executive officer of New Mood. Notwithstanding the foregoing, for so long as New Mood is a reporting issuer in any jurisdiction in Canada, not less than three directors shall be independent to the extent required by, and in accordance with, applicable Canadian securities laws.

It is expected that the New Mood Board, following the consummation of the Arrangement and assuming that New Mood will no longer be a reporting issuer in Canada, will be comprised of the following individuals:

· David Sambur, a nominee of the Apollo Sponsor;

· Reed Rayman, a nominee of the Apollo Sponsor;

· Lee Solomon, a nominee of the Apollo Sponsor;

· Salim Hirji, a nominee of the Apollo Sponsor;

· Eric Nadan, a nominee of the GSO Sponsors;

· Gordon McKemie, a nominee of the GSO Sponsors; and

· Steven Richards, the Chief Executive Officer of the Company.

Please refer to “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement — Board of Directors” for a summary of the business experience, qualifications and affiliations of the nominees of the Apollo Sponsor and the nominees of the GSO Sponsors listed above.

Prior to a qualifying initial public offering, for so long as the Apollo Sponsor and/or the GSO Sponsors have the right to nominate at least one director of New Mood pursuant to the Investor Rights Agreement, the Apollo Sponsor and/or the GSO Sponsors, as the case may be, also shall have the right to designate one director for appointment to each committee or subcommittee of the Board. In addition, for so long as New Mood remains a reporting issuer in Canada, each member of the audit committee of New Mood must be independent (to the extent required, and as determined, by applicable Canadian securities laws) and a director of New Mood, and (b) the audit committee of New Mood must be comprised of at least three members.

The New Mood certificate of incorporation will provide that, prior to a qualifying initial public offering, for so long as the Apollo Sponsor and/or the GSO Sponsors have the right to nominate at least one director pursuant to the Investor Rights Agreement or any similar agreement to which New Mood is a party, no quorum may be obtained at any meeting of the New Mood Board or any committee or subcommittee thereof unless an Apollo Employee Director and/or a GSO Employee Director, as the case may be, is present at such meeting; provided, that if no Apollo Employee Director and/or GSO Employee Director, as the case may be, attends a meeting of the Board, then such meeting may be reconvened with a substantially identical agenda at least two business days but not more than 21 calendar days from the initial meeting, and if such Apollo Employee Director and/or GSO Employee Director, as the case may be, fails to attend such reconvened meeting, a quorum may be deemed to be obtained at such reconvened meeting notwithstanding the absence of such Apollo Employee Director and/or GSO Employee Director, as the case may be.

As of the Effective Date, on each matter submitted to the Board, any committee of the Board or any subcommittee thereof, each director of the New Mood Board will have one vote, except that the New Mood certificate of incorporation will contain provisions to the effect that, subject to applicable law:

· the Apollo Employee Directors will collectively be entitled to cast, in the aggregate, a majority of the votes held by all directors then serving on the Board or on a committee or subcommittee thereof, as applicable, for so long as (and at any time during such period that) (a) New Mood is a reporting issuer in any jurisdiction in Canada requiring that any of the directors be independent pursuant to, and as determined by, applicable Canadian securities laws and (b) certain other conditions set forth in the New Mood certificate of incorporation are satisfied;

· See Article VI, Section (B)(a) of Exhibit “I” to Appendix C of this Circular;

· in the event that any condition in the foregoing item is not satisfied, then if any Apollo Director is absent from a meeting of the Board or committee or subcommittee thereof or if there is a vacancy or unfilled position on the Board or such committee or subcommittee that the Apollo Sponsor is entitled to fill pursuant to the Investor Rights Agreement, an additional one vote for each such absent Apollo Director and each such vacancy will be divided pro rata among the Apollo Employee Directors participating in such meeting, such that the Apollo Employee Directors participating in the meeting, together with any Apollo Non-Employee Directors participating in the meeting, will collectively have an aggregate number of votes equal to the total number of Apollo Directors then serving on the Board or such committee or subcommittee plus the number

of any vacancies or unfilled positions that the Apollo Sponsor is entitled to fill at such time under the terms of the Investor Rights Agreement; and

· See Article VI, Section (B)(b) of Exhibit “I” to Appendix C of this Circular.

· if any GSO Director is absent from a meeting of the Board or committee or subcommittee thereof or if there is a vacancy or unfilled position on the Board or such committee or subcommittee that the GSO Sponsors are entitled to fill pursuant to the Investor Rights Agreement, an additional one vote for each such absent GSO Director and each such vacancy will be divided pro rata among the GSO Employee Directors participating in such meeting, such that the GSO Employee Directors participating in the meeting, together with any GSO Non-Employee Directors participating in the meeting, will collectively have an aggregate number of votes equal to the total number of GSO Directors then serving on the Board or such committee or subcommittee plus the number of any vacancies or unfilled positions that the GSO Sponsors are entitled to fill at such time under the terms of the Investor Rights Agreement.

· See Article VI, Section (B)(c) of Exhibit “I” to Appendix C of this Circular.

Management

It is expected that the current executive officers of the Company will continue as the executive officers of New Mood following the consummation of the Arrangement and the Continuance and Domestication.

See “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement.”

Certain Canadian Federal Income Tax Considerations

The Arrangement results in certain income tax consequences to Company Shareholders and Company Noteholders. See “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations” for a discussion of these consequences. Such discussion is not, and is not intended to be, legal or tax advice to any particular Company Shareholder or Company Noteholder and it is not exhaustive of all Canadian federal income tax considerations. Accordingly, Company Shareholders and Company Noteholders should consult their own tax advisors with respect to the Canadian federal income tax consequences of the Arrangement having regard to their own particular circumstances.

Certain United States Federal Income Tax Considerations

The Arrangement results in certain income tax consequences to Company Shareholders and Company Noteholders. See “Part I — The Arrangement — Certain United States Federal Income Tax Considerations” for a discussion of these consequences. Such discussion is not, and is not intended to be, legal or tax advice to any particular Company Shareholder or Company Noteholder and it is not exhaustive of all U.S. federal income tax considerations. Accordingly, Company Shareholders and Company Noteholders should consult their own tax advisors with respect to the U.S. federal income tax consequences of the Arrangement having regard to their own particular circumstances.

Selected Pro Forma Financial Information

Certain selected pro forma condensed consolidated financial information is set forth in the following table. Adjustments have been made to prepare the unaudited pro forma condensed consolidated financial information of New Mood, which adjustments are based on certain assumptions. Both the adjustments and the assumptions made in respect thereof are described in the notes to the New Mood Unaudited Pro Forma Condensed Consolidated Financial Information set forth in this Circular.

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the operating or financial results that would have occurred had the Arrangement actually occurred at the times contemplated by the notes to the New Mood Unaudited Pro Forma Condensed Consolidated Financial Information set forth in this Circular, or of the results expected in future periods.

See “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Selected Pro Forma Financial Information.”

Risk Factors

The completion of the Arrangement involves risks. In addition to the risk factors described under the heading “Risk Factors” in the Company AIF, which are specifically incorporated by reference into this Circular, readers should consider the risks described in “Part I — The Arrangement — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement,” “Part I — The Arrangement — Risk Factors Related to New Mood’s Equity,” “Part I — The Arrangement — Risk Factors Related to the New Company Notes and Substituted New Company Notes,” and “Part III — Information Concerning the Company — Risk Factors.” Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company, may also adversely affect the Company Securities before the Arrangement, and the New Company Notes (and, after the redemption of the New Company Notes, the Substituted New Company Notes) and New Company Common Shares following the Arrangement, and/or the business of the Company or New Mood, as applicable, before and following the Arrangement:

· the Arrangement is subject to satisfaction or waiver of various conditions;

· the Arrangement may not improve the financial condition of the Company’s business;

· the Arrangement Agreement may be terminated in certain circumstances;

· the Arrangement Agreement contains provisions that restrict the Company’s ability to pursue alternatives to the Arrangement and, in specified circumstances, the Company could be required to pay the Sponsors a Termination Fee of C$1.5 million;

· the Company will incur significant transaction-related costs in connection with the Arrangement, and the Company may have to pay various expenses even if the Arrangement is not completed;

· uncertainty surrounding the Arrangement could adversely affect the Company’s retention of customers, suppliers and personnel and could negatively impact future business and operations;

· while the Arrangement is pending, the Company is restricted from taking certain actions;

· the pending Arrangement may divert the attention of the Company’s management;

· payments in connection with the exercise of Dissent Rights may impair the Company’s financial resources;

· Company directors and officers may have interests in the Arrangement different from the interests of Company Securityholders following completion of the Arrangement;

· tax consequences of the Arrangement may differ from anticipated treatment;

· the non-implementation of the Arrangement could create liquidity risks and force the Company to pursue other alternatives that could have a more negative effect on the Company;

· New Mood may not be required to determine whether its internal control over financial reporting is effective;

· the New Mood Unaudited Pro Forma Condensed Consolidated Financial Information included in this Circular is presented for illustrative purposes only and does not represent the actual financial position or results of operations of New Mood following the consummation of the Arrangement;

· Company Securityholders might have difficulty enforcing civil liabilities against New Mood in Canada;

· the New Mood certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of New Company Common Shares, which could limit such holders’ ability to obtain a favorable judicial forum for disputes with New Mood or its directors, officers, employees or agents;

· after the Arrangement, each of the Apollo Sponsor and the GSO Sponsors will beneficially own a significant number of New Company Common Shares, and their interests may conflict with the interests of other Company Shareholders and reduce liquidity;

· after the Arrangement, certain directors or officers of New Mood may have conflicts of interest because they are also directors or officers of the Sponsors or their respective affiliates, and the resolution of these conflicts of interest may not be in the best interests of New Mood or the securityholders of New Mood;

· the Sponsors and their respective affiliates are not limited in their ability to compete with New Mood, and the corporate opportunity provisions in New Mood’s certificate of incorporation could enable the Sponsors and their respective affiliates to benefit from corporate opportunities that could otherwise be available to New Mood;

· the Arrangement will result in a change in the nature of a portion of a Company Noteholders’ investment in the Company from debt to equity which carries certain risks that are not applicable to debt;

· the Company may cease to be a “reporting issuer” under applicable Canadian securities laws; and

· following completion of the Arrangement and the issuance of New Company Common Shares in the New Capital Offering, New Mood may issue additional equity or debt securities, which could dilute the ownership in New Mood of holders of New Company Common Shares.

The risk factors identified above are a summary of certain of the risk factors contained elsewhere or incorporated by reference in this Circular. See “Part I — The Arrangement — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement.” The New Company Common Shares, New Company Notes and Substituted New Company Notes are subject to a number of risks and uncertainties. For a discussion of certain risk factors applicable to the New Company Common Shares, New Company Notes and Substituted New Company Notes,, please see “Part I — The Arrangement —Risk Factors Related to New Mood’s Equity” and “Part I — The Arrangement — Risks Factors Related to the New Company Notes and Substituted New Company Notes.” Company Securityholders should carefully consider all such risk factors.

PART I — THE ARRANGEMENT

Background to the Arrangement

As part of the Company’s ongoing review of Mood Media’s strategic plan and prospects, management and the Board regularly evaluate cash flow forecasts, potential financing and refinancing alternatives, as well as strategic alternatives, with a view to maximizing stakeholder value.

In mid-2015, the Company pursued various strategic alternatives with a view to managing near-term debt maturities and improving its operating and cash flow performance, including (among others) the private placement of the MMGSA Notes (the proceeds of which were used to repay Mood Media’s then outstanding 10% convertible unsecured subordinated debentures due October 31, 2015) as well as developing its strategic operating plan for 2016.

The Company’s management and the Board continued to consider various financial and strategic transactions potentially available to the Company throughout the remainder 2015 and the first half of fiscal 2016. In connection with the foregoing, in late 2015 and early 2016, the Company directly and through a financial advisor engaged in exploratory discussions with certain significant holders of the Company’s Notes, including (among others) GSOCP, together with its affiliates, acting on behalf of the GSO Sponsors (GSOCP in such capacity, “GSO”) and certain representatives of AGM acting on behalf of the Apollo Funds (AGM in such capacity, “Apollo”) in relation to a potential debt exchange transaction, and on December 9, 2015 and January 5, 2016, the Company entered into a non-disclosure agreement with an affiliate of GSOCP and an affiliate of AGM, respectively. Such discussions did not result in substantive negotiations.

On March 31, 2016, the Company engaged Allen & Co., an investment bank specializing in technology, media and entertainment, to explore potential sale transactions involving the Company. In the months following its engagement, Allen & Co. contacted 20 potential buyers, including 10 strategic and 10 financial buyers, leading to a total of three executed non-disclosure and standstill agreements with strategic buyers and six with financial buyers. Interested parties that executed non-disclosure and standstill agreements were provided with access to an online data site for the purposes of conducting due diligence. These parties conducted varying levels of due diligence. In early August 2016, one such party submitted a draft expression of interest, but, following several weeks of additional due diligence, declined to proceed further. The Company remained in contact with representatives of Apollo and GSO from March 2016 to August 2016 to gauge their interest in a potential strategic transaction involving the Company.

On August 3, 2016, the Board received an update from management and Allen & Co. regarding the exploration of strategic transactions and formally established the Special Committee, consisting of independent directors Kevin Dalton, David Richards and Richard Warren, to supervise and oversee the negotiation of the terms of possible transactions affecting control of the Company. The Board believed that the formation of the Special Committee would enable the directors to evaluate the Company’s strategic alternatives in an efficient and timely manner that would be in the best interests of the Company and its stakeholders. In the months that followed, the Special Committee held 25 formal meetings, in addition to numerous informal meetings and discussions, and engaged the full Board on at least seven occasions, as to the activities described herein.

In late November 2016, the Company’s management participated in a conference call with representatives of Apollo and GSO, and certain of their advisors, and responded to certain inquiries regarding the Company’s then recently announced third quarter 2016 financial results and other matters which had been previously publicly disclosed by the Company.

In late November and early December 2016, a party that had previously declined to enter into a non- disclosure and standstill agreement with the Company submitted a confidential draft expression of interest to the Company. The transaction contemplated by such confidential draft expression of interest (the “Alternative Expression of Interest”) involved an acquisition of all outstanding Company Common Shares, the repayment in full of the Credit Facility and the redemption of the MMGSA Notes in accordance with their terms, but was conditional upon the compromise of the Company Notes.

On December 12, 2016, representatives of Apollo and GSO delivered to the Company a draft term sheet in connection with a potential transaction (the “Proposed Transaction”) involving, among other things, the redemption of the Company Common Shares, the exchange of Company Notes, the refinancing of the Credit Facility and the redemption of the MMGSA Notes.

On December 14, 2016, the Special Committee met, with members of management and representatives of Allen & Co. and Stikeman Elliott, the Company’s legal counsel, in attendance in part to review the draft term sheet from Apollo and GSO, and the Alternative Expression of Interest, and to consider the Company’s responses thereto. The Special Committee asked Allen & Co. to seek clarification in relation to the Proposed Transaction and the Alternative Expression of Interest in advance of a further meeting to be held with the Board.

On December 19, 2016, the Board met with members of management and representatives of Allen & Co. and Stikeman Elliott in attendance. At this meeting, the Board discussed the current terms of the Proposed Transaction and the Alternative Expression of Interest. The Board considered (among other matters) that the Alternative Expression of Interest contemplated a compromise of the Company Notes and thus would not be actionable without the support of Apollo and GSO, which the Board believed it would not be able to obtain; and, that the party proposing the Alternative Expression of Interest continued to refuse to sign a non-disclosure and standstill agreement, thereby frustrating various efforts that might otherwise be taken in relation thereto. Accordingly, upon receiving the recommendation of the Special Committee and following further discussions and deliberations, the Board instructed management and the Special Committee to prioritize their efforts on the Proposed Transaction as opposed to the Alternative Expression of Interest, and instructed Allen & Co. to seek revisions to the terms of the Proposed Transaction with a view to increasing deal certainty and obtaining superior outcomes for applicable stakeholders.

Representatives of Allen & Co. subsequently engaged with representatives of Apollo and GSO in accordance with the instructions provided by the Board and following such discussions a form draft non-disclosure agreement was provided to representatives of each of Apollo and GSO on December 21, 2016. The Company entered into non-disclosure agreements with an affiliate of AGM the following week and GSO the week thereafter. Representatives of Apollo and GSO, and their advisors, were granted access to the Company’s online data site following the entering into of these non-disclosure agreements.

In the weeks that followed, representatives of Apollo and GSO, and their advisors, conducted extensive due diligence regarding the Company, including in-person meetings with management and Allen & Co. on January 17 and 18, 2017.

On March 4, 2017, Allen & Co. provided representatives of Apollo and GSO with a draft arrangement agreement prepared by counsel to the Company in connection with the Proposed Transaction.

During the week of March 6, 2017 the parties, through their legal counsel and other advisors, continued to advance the structure and key terms of the Proposed Transaction. In connection with such discussions, representatives of Arbiter indicated a desire to re-invest the cash proceeds from its sale of the Company Common Shares under its control and direction as part of the Proposed Transaction with the Sponsors. In anticipation of (among other things) such a reinvestment, the Company determined that the Proposed Transaction would be likely to constitute a “business combination” for the purposes of MI 61-101. Accordingly, the Special Committee formally engaged Origin on March 18, 2017 to provide advice with respect to the Origin Opinions and Valuation.

During the remainder of March 2017 and early April 2017, the Company and representatives of Apollo and GSO continued to negotiate the terms of the Proposed Transaction and related transaction documentation, including the Arrangement Agreement; similarly, representatives of Apollo and GSO, in consultation with the Company, engaged directly with HPS Investment Partners, LLC regarding the Debt Commitment Letter and the Company together with representatives of Apollo and GSO jointly engaged with Arbiter regarding the terms of the Arbiter Reinvestment. The Special Committee received updates, and provided instruction to the Company’s management and advisors, throughout this period. The Special Committee held formal meetings on March 10, 21, 27 and 29, 2017, as well as on April 3, 2017, and updated and received the benefit of the deliberations of the Board at formal meetings thereof held on March 14 and 28, 2017 and April 3, 2017. The Special Committee and the Board included, and received the advice of, representatives of management and their financial and legal advisors at each such

meeting. As part of these discussions, both the Special Committee and the Board discussed the anticipated benefits of the Proposed Transaction to the Company and its stakeholders and weighed these benefits against the associated risks and potential challenges to the Company and its stakeholders.

Following the April 3, 2017 meetings of the Special Committee and the Board, the Company and representatives of Apollo and GSO continued to negotiate the required documentation in connection with the Proposed Transaction, including the Arrangement Agreement, the Debt Commitment Letter and the Arbiter Voting Support and Subscription Agreement. Meetings of the Special Committee and the Board were convened again on April 9, 2017 so that the Special Committee and Board could receive an update regarding outstanding issues from representatives of management and Stikeman Elliott, as well as to receive further updated financial analysis from each of Allen & Co. and Origin. At the direction of the Board, from April 10-12, the Company and its advisors continued to negotiate the final terms of the Proposed Transaction.

On the evening of April 12, 2017, the Board met to formally consider the Arrangement. Representatives of management and Stikeman Elliott provided an overview of the proposed resolution of the remaining terms of the Arrangement Agreement and related documents and Allen & Co. and Origin each confirmed the results of their respective financial analyses. Representatives of Allen & Co. then delivered orally to the Board the Allen Fairness Opinion, which opinion was subsequently confirmed in writing. Representatives of Origin delivered orally to the Board the Origin Opinions and Valuation, each of which was subsequently confirmed in writing. Following the delivery of such opinions and the valuation and further Board discussion and deliberation, the Board unanimously (with Mr. Ross Levin (also a principal of Arbiter) abstaining from voting as a conflicted director) approved the Arrangement and authorized the Company to enter into the Arrangement Agreement and the related documentation, including (among others) the Debt Commitment Letter and the Arbiter Voting Support and Subscription Agreement.

Subsequent to the April 12, 2017 meeting of the Board, the Company entered into the Arrangement Agreement and related documentation and publicly announced the proposed Arrangement on the morning of April 13, 2017.

Recommendation of the Special Committee and the Board

Reasons for Recommendation of the Special Committee and the Board

· Attractive Premium for Company Shareholders. The Share Cash-Out Consideration constitutes a significant and attractive premium to the Company Common Share price. The consideration to be received by Company Shareholders under the Arrangement of C$0.17 in cash per Company Common Share represents a 149% premium over the volume weighted average trading price of the Company Common Shares on the TSX for the 20-day period ending April 12, 2017, the date the Arrangement Agreement was entered into.

· Certainty of Value for Company Shareholders. The Arrangement also provides Company Shareholders with cash consideration for all Company Common Shares held, providing them with the opportunity to realize certain value for all of their Company Common Shares.

· Lack of Alternatives to the Arrangement. In the absence of the implementation of the Arrangement, the Company may not have sufficient access to capital in the long-term to refinance its debt as it matures, and, as a result, there would be a meaningful risk of the Company having to pursue a filing for protection under the Companies’ Creditors Arrangement Act (Canada) and/or parallel filings under the United States Bankruptcy Code or, in the absence of a restructuring under such filings, commencing an orderly liquidation process, any of which would have a negative impact on the Company, the Company Securityholders and the long-term value of the Company’s assets and operations.

The Special Committee and the Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described in “— Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement.” The Special Committee and the Board believed that overall, the anticipated benefits of the Arrangement to the Company outweighed these risks and negative factors.

Financial Advisor Opinions

Allen Fairness Opinion

The full text of the Allen Fairness Opinion, which sets out the particular assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the Allen Fairness Opinion, is attached as Appendix K-1 to this Circular. The summary of the Allen Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Allen Fairness Opinion. The Allen Fairness Opinion is not a recommendation as to whether or not Company Shareholders should vote or act on any matter relating to the Arrangement or otherwise. The Allen Fairness Opinion was one of a number of factors taken into consideration by the Board in concluding that the Arrangement and the entry into the Arrangement Agreement are in the best interests of the Company, authorizing the entry by the Company into the Arrangement Agreement and all related agreements, and recommending that the Company Shareholders vote in favour of the Arrangement Shareholder Resolution.

Pursuant to the terms of its engagement letter with Allen & Co. and in consideration for its services, the Company agreed to pay fees to Allen & Co. (including fees that are contingent on the completion of the Arrangement), to reimburse Allen & Co. for reasonable out-of-pocket expenses and to indemnify Allen & Co. in respect of certain liabilities as may be incurred by it in connection with its engagement. No portion of the fees payable in respect of the delivery of the Allen Fairness Opinion is contingent upon either the conclusion expressed in the Allen Fairness Opinion or successful completion of the Arrangement.

The Board urges Company Shareholders to read the Allen Fairness Opinion in its entirety. See Appendix K-1 to this Circular.

Origin Opinions and Valuation

state that, on the basis of the particular assumptions, limitations and qualifications set forth therein, Origin is of the opinion that, as of April 12, 2017, (a) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Shareholders (other than Arbiter and any of its associates, affiliates or subsidiaries); (b) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates, affiliates or subsidiaries and their respective affiliated investment funds); (c) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company, and (d) the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement and the other transactions contemplated by the Arrangement Agreement than if the Company were liquidated.

In connection with the Arrangement, the Company also retained Origin to provide the Special Committee and the Board with a formal valuation of the Company Common Shares as at April 12, 2017. On the basis of the particular assumptions, limitations and qualifications set forth in the Valuation, Origin is of the opinion that, as of April 12, 2017, the fair market value of a Company Common Shares is in the range of nil to C$0.29 per Company Common Share. Origin has confirmed that it is independent within the meaning of MI 61-101, and in particular, neither Origin nor any of its affiliated entities (as defined for purposes of MI 61-101): (i) is an associated or affiliated entity or an issuer insider of an Interested Party; (ii) is an advisor to the Company or any other Interested Party in connection with the Arrangement except in respect of the preparation of the Origin Opinions and the Valuation; (iii) is a manager or co-manager of a soliciting dealer group formed in respect of the Arrangement (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to other members of the group); (iv) has a material financial interest in the completion of the Arrangement; or (v) has a financial incentive in respect of the conclusions reached in the Valuation or any of the Origin Opinions. The Special Committee determined that Origin is qualified and independent within the meaning of MI 61-101.

Origin performed the Valuation in accordance with MI 61-101, which, in the case of the Arrangement, requires the valuator to determine the “Fair Market Value” of the Company Common Shares. MI 61-101 defines “Fair Market Value” as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and under no compulsion to act.

Origin did not include a downward adjustment to the Fair Market Value of the Company Common Shares to reflect the liquidity of the Company Common Shares or the underlying investments, the effect of the Arrangement or the fact that the Company Common Shares do not form part of a controlling interest. Consequently, the values determined on the foregoing basis represent “en bloc” values, which are values that an acquirer of 100% of the Company Common Shares would be expected to pay in an open auction of the Company.

Origin relied upon a discounted cash flow (“DCF”) analysis in its approach to the Valuation. In addition, Origin performed precedent transaction analysis and reviewed trading multiples of comparable Canadian and U.S. public companies involved in the media and in-store audio services industry.

The DCF method reflects the growth prospects and risks inherent in the Company’s business by taking into account the amount, timing and relative certainty of management’s estimates of the Company’s projected after-tax unlevered free cash flows (the “Unlevered Free Cash Flows”), discount rates and terminal values. The DCF method requires that certain assumptions be made regarding, among other things, the drivers of future Unlevered Free Cash Flows, discount rates and terminal earnings before other expenses (i.e., transaction and integration costs, settlements and resolutions and gains/losses on asset disposals), interest, tax, depreciation and amortization multiples (“EBITDA”). The possibility that some of the assumptions will prove to be inaccurate is one factor involved in the development of the discount rates to be used in determining the value of the Company Common Shares.

Origin calculated the Unlevered Free Cash Flows that are expected to be generated from the Company, based on the budget provided by management for the Company for the year ending December 31, 2017 and the assumptions provided by management for the subsequent years up to and including the year ending December 31, 2021. The management forecast (the “Management Base Case”) was built using a bottom-up approach starting

with new customer site installations. This approach allows the forecast to take into account the different dynamics of each of the Company’s business segments, product mix, growth profile, cost structure and competitive positioning. Based on discussions with management and a review of the Company and the performance of the business over the last 5 years, Origin developed two alternative forecasts for the Company. These alternative scenarios consider current trends and the trajectory of the business as it relates to the future forecast. Based on discussions with management, Origin developed a scenario whereby current EBITDA (based on the year ended December 31, 2016) is maintained through December 31, 2021. In addition, based on the historical financial performance of the business, which has declined each year since the year ended December 31, 2012, Origin developed a scenario where EBITDA declines at the same rate as the decline realized from the year ending December 31, 2012 to December 31, 2017 (based on management’s budget). Each of these scenarios were considered in conjunction with the Management Base Case.

The Origin Opinions and Valuation are not a recommendation to any Company Shareholders as to whether the Company Common Shares should be held or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement or to any Company Noteholders as to whether the Company Notes should be held or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement or to participate or not participate in any lending opportunity made available to Company Noteholders. The Origin Opinions and Valuation were one of a number of factors taken into consideration by the Board in concluding that the Arrangement and the entry into the Arrangement Agreement are in the best interests of the Company, authorizing the entry by the Company into the Arrangement Agreement and all related agreements, and recommending that the Company Securityholders vote in favour of the Arrangement Resolutions.

Pursuant to the terms of its engagement letter with Origin, the Company has agreed to pay fees to Origin (no part of which is contingent upon the Origin Opinions being favourable or upon success of the Arrangement), to reimburse Origin for reasonable out-of-pocket expenses and to indemnify Origin in respect of certain liabilities that might arise in connection with its engagement.

The Board urges Company Securityholders to read the Origin Opinions and Valuation in their entirety. See Appendix K-2 to this Circular.

Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement

The completion of the Arrangement involves risks. In addition to the risk factors described under the heading “Risk Factors” in the Company AIF, which are specifically incorporated by reference into this Circular, the following are additional and supplemental risk factors which Company Securityholders should carefully consider before making a decision regarding (a) approving the Arrangement Shareholder Resolution and/or the Arrangement Noteholder Resolution, as applicable and/or (b) subscribing for and purchasing New Company Common Shares in connection with the New Capital Offering, as applicable. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to the Company, may also adversely affect the Company Common Shares before the Arrangement, and the New Company Common Shares, New Company Notes (and, after the redemption of the New Company Notes, the Substituted New Company Notes) following the Arrangement and the other transactions contemplated by the Arrangement Agreement, and/or the business of the Company before and following the Arrangement and the other transactions contemplated by the Arrangement Agreement.

The Arrangement is subject to satisfaction or waiver of various conditions.

Completion of the Arrangement is subject to, among other things, the approval of the Court, the entry of the U.S. Recognition Order by the U.S. Court, the receipt of Company Securityholder approval of the Arrangement Resolutions and the Continuance and Domestication Resolution, the receipt of all necessary Regulatory Approvals,

the completion of the MMGSA Note Redemption and the Credit Facility Refinancing and the absence of a Material Adverse Effect, all of which may be outside the control of the Company. There can be no assurance that these conditions will be satisfied or that the Arrangement will be completed as currently contemplated or at all.

Delays in the completion of the Arrangement could, among other things, delay or prevent the redemption of the New Company Notes by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Arrangement. In addition, if the Arrangement is not completed, the Company could be subject to litigation related to any failure to complete the Arrangement or related to any enforcement proceeding commenced against the Company to perform its respective obligations under the Arrangement Agreement.

The Arrangement may not improve the financial condition of the Company’s business.

The Company believes that the Arrangement will enhance the Company’s liquidity and provide it with greater operating flexibility. However, such belief is based on certain assumptions, including, without limitation, assumptions about the economic environment of future operations. Should any of those assumptions prove false, or if other unforeseen developments arise, the financial position of the Company may be materially adversely affected and the Company may not be able to pay its debts as they become due or may not achieve the financial flexibility required to implement its business plan.

The Arrangement Agreement may be terminated in certain circumstances.

Each of the Company and the Sponsors has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can either of the Company or the Sponsors provide any assurance, that the Arrangement Agreement will not be terminated by either of Company or the Sponsors before the completion of the Arrangement. For instance, the Sponsors have the right, in certain circumstances, to terminate the Arrangement Agreement if there has been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement that would cause any condition or certain covenants of the Company not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date. Conversely, the Company has the right, in certain circumstances, to terminate the Arrangement Agreement if there has been a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any Sponsor under the Arrangement Agreement that would cause any condition or certain covenants of the Sponsor not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date. There is no assurance that a breach of representation or warranty or a failure to perform a covenant will not occur before the Effective Date, in which case the Sponsors and the Company could elect to terminate the Arrangement Agreement and the Arrangement would not proceed. Failure to complete the Arrangement could negatively impact the trading price of the Company Common Shares or the Company Notes or otherwise adversely affect the business of the Company.

The Arrangement Agreement contains provisions that restrict the Company’s ability to pursue alternatives to the Arrangement and, in specified circumstances, the Company could be required to pay the Sponsors a Termination Fee of C$1.5 million.

Under the Arrangement Agreement, the Company is restricted, subject to certain exceptions, from soliciting, initiating, knowingly encouraging or otherwise knowingly facilitating, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal from any person. If: (a) the Board receives an unsolicited written bona fide Acquisition Proposal from a Person to acquire all or substantially all of the outstanding Company Common Shares or all or substantially all of the assets of the Company on a consolidated basis that, among other things, the Board determines, in its good faith judgment, after receiving advice from its outside legal counsel and the Company’s financial advisor(s) that (i) failure to recommend such Acquisition Proposal to the Company Shareholders would be inconsistent with its fiduciary duties; and (ii) such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the transactions contemplated by the Arrangement Agreement and (iii) such Acquisition Proposal would result in the full repayment of the Company Notes and all amounts owing in respect thereof in accordance with the Company Note Indenture, and (b) the Board recommends such proposal to Company Common Shareholders or if the Board authorizes the Company to enter into a definitive

agreement with respect to a Superior Proposal, then the Arrangement Agreement may be terminated and the Sponsors would be entitled to receive a Termination Fee of C$1.5 million. This Termination Fee may discourage other parties from attempting to enter into a business transaction with the Company, even if those parties would otherwise be willing to enter into an agreement with the Company for a business combination and would be prepared to pay consideration with a higher price per Company Common Share or Company Note than the per Company Common Share or Company Note consideration proposed to be received or realized in the Arrangement. In addition, payment of such amount may have a material adverse effect on the business and affairs of the Company. See “— The Arrangement Agreement — Fees and Expenses.”

The Company will incur significant transaction-related costs in connection with the Arrangement, and the Company may have to pay various expenses even if the Arrangement is not completed.

The Company expects to incur a number of non-recurring costs associated with the Arrangement before, at, and after the Closing. If the Arrangement Agreement is terminated under certain circumstances, the Company will be required to pay the Sponsors the Termination Fee (see “Part I — The Arrangement — The Arrangement Agreement — Termination Fee”). The Company will also incur transaction fees and costs related to financing. Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed, including certain expenses of the Sponsors and their advisors. If the Arrangement is not consummated, the Company will bear some or all of these costs without recognizing any of the anticipated benefits of the Arrangement.

Uncertainty surrounding the Arrangement could adversely affect the Company’s retention of customers, suppliers and personnel and could negatively impact future business and operations.

The Arrangement is dependent upon satisfaction of various conditions, and as a result its completion is subject to uncertainty. In response to this uncertainty, the Company’s customers, distributors, suppliers, vendors and others may delay or defer decisions concerning, or attempt to negotiate changes in existing business relationships with, the Company, including by entering into business relationships with parties other than the Company. Any change, delay or deferral of those decisions by customers and suppliers could negatively impact the business, financial condition, results of operations and prospects of the Company, regardless of whether the Arrangement is ultimately completed. Similarly, current and prospective employees of the Company may experience uncertainty about their future roles with the Company until the Company’s strategies with respect to such employees are determined and announced. This may adversely affect the Company’s ability to attract or retain key employees in the period until the Arrangement is completed or thereafter. The risk, and adverse effect, of such disruptions could be exacerbated by a delay in the consummation of the Arrangement or termination of the Arrangement Agreement.

While the Arrangement is pending, the Company is restricted from taking certain actions.

The Arrangement Agreement restricts the Company from taking specified actions until the Arrangement is completed without the consent of the Sponsors, which may adversely affect the ability of the Company to execute certain business strategies, including, but not limited to, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.

The pending Arrangement may divert the attention of the Company’s management.

The pendency of the Arrangement could cause the attention of the Company’s management to be diverted from the day-to-day operations and customers or suppliers may seek to modify or terminate their business relationships with the Company. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Company regardless of whether the Arrangement is ultimately completed.

Payments in connection with the exercise of Dissent Rights may impair the Company’s financial resources.

Registered Holders of Company Common Shares have the right to exercise certain Dissent Rights and demand payment of the fair value of their Company Common Shares, as the case may be, in cash in connection with the Arrangement in accordance with the CBCA. If there are significant numbers of Dissenting Shareholders, a substantial cash payment may be required to be made to such Dissenting Shareholders that could have an adverse effect on the Company’s financial condition and cash resources if the Arrangement is completed. The Arrangement Agreement provides that it is a condition to completion of the Arrangement in favour of the Sponsors that the aggregate number of Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn as at 5:00 p.m. on the Effective Date shall not exceed 5% of the issued and outstanding Company Common Shares.

Company directors and officers may have interests in the Arrangement different from the interests of Company Securityholders following completion of the Arrangement.

Certain of the directors and executive officers of the Company negotiated the terms of the Arrangement Agreement, and the board of directors has unanimously recommended that Company Securityholders vote in favour of the Arrangement Shareholder Resolution, Continuance and Domestication Resolution and/or Arrangement Noteholder Resolution, as applicable. These directors and executive officers may have interests in the Arrangement that are different from, or in addition to, those of the Company generally. These interests include, but are not limited to, the continued employment of certain executive officers of the Company by the Company, the continued service of certain directors of the Company as directors of the Company and severance rights, rights to continuing indemnification and directors’ and officers’ liability insurance and payment pursuant to certain equity awards. Company Securityholders should be aware of these interests when they consider the Board’s unanimous recommendation. The Board was aware of, and considered, these interests when they declared the advisability of the Arrangement and unanimously recommended that Company Securityholders approve the Arrangement Shareholder Resolution or Arrangement Noteholder Resolution, as applicable.

Tax consequences of the Arrangement may differ from anticipated treatment.

There can be no assurance that the CRA, the U.S. Internal Revenue Service or other applicable taxing authorities will agree with the Canadian and U.S. federal income tax consequences of the Arrangement, as applicable, as set forth in this Circular. Furthermore, there can be no assurance that applicable Canadian and U.S. income tax laws, regulations or tax treaties will not change (legislatively, judicially or otherwise) or be interpreted in a manner, or that applicable taxing authorities will not take an administrative position, that is adverse to the Company and their respective shareholders following completion of the Arrangement. Taxation authorities may also disagree with how the Company, following the Arrangement, calculates or have in the past calculated their income or other amounts for tax purposes. Any such events could adversely affect the Company or the dividends that may be paid to holders of New Company Common Shares following completion of the Arrangement.

The non-implementation of the Arrangement could create liquidity risks and force the Company to pursue other alternatives that could have a more negative effect on the Company.

If the Arrangement is not implemented and business operations of the Company continue at their current levels, the Company may not be able to generate sufficient cash flows to service, repay or refinance its outstanding indebtedness when it matures without raising additional capital. In the current market conditions and the Company’s financial condition, the Company can give no assurance that additional capital will be available on favorable terms, or at all. If the Company defaults under the terms of certain of its indebtedness, the lenders under the Credit Facility or the holders of Company Notes could declare all outstanding principal and interest to be due and payable and, in the case of the lenders under the Credit Facility, foreclose against the assets securing such borrowings and the Company could be forced into bankruptcy or liquidation. Further, in the event that the Arrangement is not implemented, the Company may be required to pursue other alternatives that could have a more negative effect on the Company and its stakeholders, including non-consensual proceedings under creditor protection legislation.

New Mood may not be required to determine whether its internal control over financial reporting is effective.

Pursuant to the terms of the Arrangement Agreement, New Mood and the Sponsors will use their commercially reasonable efforts to take such actions and file such applications with the Canadian securities regulatory authorities prior to the Effective Date as are reasonably necessary to cause New Mood to cease to be a “reporting issuer” under applicable Canadian securities laws promptly following the completion of the Arrangement. If New Mood ceases to be a reporting issuer in Canada, it will not be a reporting company or its equivalent in any jurisdiction and, consequently, will not be required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, or the Canadian Securities Administrators’ National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings, or NI 52-109. As a result, New Mood will not be required to make an assessment of the effectiveness of its internal controls, to deliver a report that assesses the effectiveness of its internal control over financial reporting, or to determine if its disclosure controls and procedures are effective. During such time that New Mood is not a reporting company or its equivalent in any jurisdiction, New Mood might not maintain a system of internal control over financial reporting that would satisfy the regulations and securities laws applicable to reporting companies or their equivalents, such that if New Mood were to become a reporting issuer again thereafter, its ability to produce timely and accurate financial statements and comply with applicable regulations and securities laws could be adversely impacted, all of which could negatively impact the trading price of New Company Common Shares. See “— The Company may cease to be a “reporting issuer” under applicable Canadian securities laws.”

The New Mood Unaudited Pro Forma Condensed Consolidated Financial Information included in this Circular is presented for illustrative purposes only and does not represent the actual financial position or results of operations of New Mood following the consummation of the Arrangement.

The New Mood unaudited pro forma condensed consolidated financial information contained in this Circular is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of the Company prior to the Continuance and Domestication or that of New Mood following the Continuance and Domestication for several reasons. See “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Selected Pro Forma Financial Information” and “Cautionary Notice Regarding Forward-Looking Statements and Information.” The actual financial positions and results of operations of the Company prior to the Continuance and Domestication and that of New Mood following the Continuance and Domestication may not be consistent with, or evident from, the New Mood unaudited pro forma condensed consolidated financial information included in this Circular. In addition, the estimates and assumptions used in preparing the unaudited pro forma financial statements and prospective financial information included in this Circular may not be realized and may be affected by other factors.

Company Securityholders might have difficulty enforcing civil liabilities against New Mood in Canada.

The enforcement by investors of civil liabilities under Canadian securities laws may be affected adversely by the fact that New Mood will be incorporated outside of Canada, that some or all of the officers and directors will be residents of a foreign country, and that substantially all of the assets of New Mood will be located outside Canada. As a result, it may be difficult or impossible for Company Shareholders or Company Noteholders in Canada to effect service of process within Canada upon New Mood, most of its Subsidiaries and their officers and directors, or to realize, against them, upon judgements of courts of Canada predicated upon civil liabilities under Canadian securities laws. In addition, Company Shareholders and Company Noteholders in Canada should not assume that the courts of the U.S.: (a) would enforce judgements of Canadian courts obtained in actions against such persons predicated upon civil liabilities under Canadian securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under Canadian securities laws. In addition, awards of punitive damages in actions brought in Canada or elsewhere may be unenforceable in the U.S.

The New Mood certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of New Company Common Shares, which could limit such holders’ ability to obtain a favorable judicial forum for disputes with New Mood or its directors, officers, employees or agents.

The New Mood certificate of incorporation will provide that, unless New Mood consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of New Mood, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, observer, employee or stockholder of New Mood to New Mood or New Mood’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising pursuant to New Mood’s certificate of incorporation or bylaws), or (iv) any action asserting a claim governed by the internal affairs doctrine. This choice of forum provision may limit the ability of a holder of New Company Common Shares to bring a claim in a judicial forum that it finds favorable for disputes with New Mood or its current and former directors, officers, observers, employees or stockholders, which may discourage such lawsuits against New Mood and such persons. Alternatively, if a court were to find these provisions of the New Mood certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, New Mood might incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect New Mood’s business, financial condition or results of operations.

After the Arrangement, each of the Apollo Sponsor and the GSO Sponsors will beneficially own a significant number of New Company Common Shares, and their interests may conflict with the interests of other Company Shareholders and reduce liquidity.

Immediately following the completion of the Arrangement, the Apollo Sponsor will beneficially own between approximately 39.65% and 48.85% of the New Company Common Shares and will have the right to nominate four of the seven directors of New Mood, and the GSO Sponsors will beneficially own between approximately 28.39% and 34.98% of the New Company Common Shares and will have the right to nominate two of the seven directors of New Mood. Accordingly, the Sponsors will control New Mood’s decisions to enter into certain corporate transactions and will have the ability to prevent any transaction that typically would require the approval of stockholders.

The Sponsors (together with the Company) will have the ability to amend (a) the Investor Rights Agreement and (b) given the number of New Company Common Shares the Sponsors are expected to own immediately following the Closing, the certificate of incorporation and bylaws of New Mood, in each case, without the consent of any other stockholders. Accordingly, subject to applicable law the provisions of the certificate of incorporation and bylaws of the corporation may be amended by the Sponsors in their sole discretion, including in a manner that may be material and/or adverse to the holders of New Company Common Shares. See “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement — Amendment of New Mood Governing Documents.”

In addition, pursuant to the Investor Rights Agreement and New Mood’s certificate of incorporation, New Mood may not amend its certificate of incorporation or bylaws without the consent of the Apollo Sponsor and/or the GSO Sponsors, so long as the Apollo Sponsor and its affiliates and/or the GSO Sponsors and their affiliates, as the case may be, beneficially own at least 10%, respectively, of the New Company Common Shares issued and outstanding as of the Effective Date. Please refer to “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Investor Rights Agreement — Consent Rights” for further details.

This concentration of ownership and these voting rights will limit holders of New Company Common Shares’ ability to influence corporate matters and may reduce the liquidity of the New Company Common Shares. The Sponsors could cause New Mood to make acquisitions that increase the amount of New Mood’s indebtedness or to sell assets, or could cause New Mood to issue additional equity or declare dividends or other distributions to New Mood’s equity holders (or prevent any of the foregoing). So long as the Sponsors and their respective affiliates continue to beneficially own a majority of the outstanding New Company Common Shares, otherwise control a

majority of the Board or otherwise are entitled to special consent rights under the Investor Rights Agreement, the Sponsors will continue to be able to strongly influence or control New Mood’s decisions.

Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with New Mood or that supply New Mood with goods and services. These persons may also pursue acquisition opportunities that may be complementary to (or competitive with) New Mood, and as a result those acquisition opportunities may not be available to New Mood. See “—The Sponsors and their respective affiliates are not limited in their ability to compete with New Mood, and the corporate opportunity provisions in New Mood’s certificate of incorporation could enable the Sponsors and their respective affiliates to benefit from corporate opportunities that could otherwise be available to us” below for further discussion. As the interests of Sponsors in New Mood’s business, operations and financial condition from time to time may not be aligned with, or may conflict with, the interests of other holders of New Company Common Shares, actions may be taken that you may not view as beneficial.

After the Arrangement, certain directors or officers of New Mood may have conflicts of interest because they are also directors or officers of the Sponsors or their respective affiliates, and the resolution of these conflicts of interest may not be in the best interests of New Mood or the securityholders of New Mood.

Immediately following the completion of the Arrangement, the Apollo Sponsor initially will have the right to nominate four of the seven directors of New Mood, and the GSO Sponsors initially will have the right to nominate two of the seven (with the chief executive officer of New Mood initially serving as the seventh and final director). Prior to a qualifying initial public offering, for so long as the Apollo Sponsor and/or the GSO Sponsors have the right to nominate at least one director, pursuant to the Investor Rights Agreement or any similar agreement to which New Mood is a party, no quorum may be obtained at any meeting of the Board or any committee or subcommittee thereof unless an Apollo Employee Director and/or a GSO Employee Director, as the case may be, is present at such meeting. For further details, please see “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Governance of New Mood Following the Arrangement — Board of Directors.” Certain directors nominated by the Sponsors and/or certain officers of New Mood may also be employed by the Sponsors. Such positions may conflict with such directors’ or officers’ duties as directors or officers of New Mood. The resolution of such conflicts of interest may not always be in New Mood’s or holders of New Company Common Shares’ or New Company Notes’ (or, after the redemption of the New Company Notes, the Substituted New Company Notes’) best interest.

The Sponsors and their respective affiliates are not limited in their ability to compete with New Mood, and the corporate opportunity provisions in New Mood’s certificate of incorporation could enable the Sponsors and their respective affiliates to benefit from corporate opportunities that could otherwise be available to New Mood.

It is possible that the Apollo Sponsor, the GSO Sponsors and their respective affiliates have investments in other companies that may compete with New Mood or that they will invest in such other companies in the future. Conflicts of interest could arise in the future between New Mood, on the one hand, and the Apollo Sponsor, the GSO Sponsors and their respective affiliates, on the other hand, concerning, among other things, potential competitive business activities or business opportunities.

New Mood’s certificate of incorporation will provide that, to the furthest extent permitted by applicable law, Apollo Sponsor and the GSO Sponsors and their respective direct or indirect affiliates and any of their Identified Persons (i) shall have the right to, and shall have no duty not to, directly or indirectly engage in and possess interests in other business ventures, including those that compete with or are engaged in the same or similar business activities as New Mood and certain of its affiliates, with no obligation to offer New Mood or its affiliates the right to participate therein, and (ii) shall have the right to invest in, or provide services to, any person that competes with or is engaged in the same or similar business activities as New Mood or certain of its affiliates.

New Mood’s certificate of incorporation will also provide that, to the fullest extent permitted by applicable law:

· New Mood renounces any interest in or expectancy with respect to any Competitive Opportunity that the Apollo Sponsor, the GSO Sponsors, or any other Identified Person acquires knowledge of, even if such Competitive Opportunity is one in which New Mood, its affiliates or equity holders, could have an interest or expectancy; and

· the Apollo Sponsor, the GSO Sponsors and each other Identified Person: (a) will not have any duty to communicate or present such Competitive Opportunity to New Mood or its affiliates; (b) will have the right to either hold such Competitive Opportunity for its own account and benefit or for the account and benefit of certain third parties, or to direct, recommend, assign or otherwise transfer such Competitive Opportunity to a third party; and (c) will not have any liability to New Mood, its affiliates or any other person for failing to communicate or present such Competitive Opportunity to New Mood or its affiliates, for pursuing or acquiring such Competitive Opportunity itself or for any other person or for directing such Competitive Opportunity to a third party.

As a result, if any Apollo Director or GSO Director or any other Identified Person becomes aware of any Competitive Opportunity, such person may direct such Competitive Opportunity to another businesses in which they have invested, in which case New Mood may not become aware of or otherwise have the ability to pursue such Competitive Opportunity. Further, affiliates of Apollo Sponsor and the GSO Sponsor may compete with New Mood for such Competitive Opportunity. As a result, by renouncing its interest and expectancy in any business opportunity that may be from time to time presented to any of the parties described above, New Mood may experience adverse effects to its business or prospects, as attractive business opportunities could be procured by such persons for their own benefit rather than for New Mood’s.

The Arrangement will result in a change in the nature of a portion of a Company Noteholders’ investment in the Company from debt to equity, which carries certain risks that are not applicable to debt.

By exchanging or converting the Company Notes for, among other things, New Company Common Shares pursuant to the Arrangement, Company Noteholders will be changing the nature of a portion of their investment from debt to equity. Equity carries certain risks that are not applicable to debt. The Company Note Indenture governing the Company Notes provides a variety of contractual rights and remedies to Company Noteholders, including the right to receive interest and repayment of the Company Notes upon maturity. These rights will not be available to holders of New Company Common Shares on the Effective Date. Claims of the holders of New Company Common Shares will be subordinated in priority to the claims of creditors in the event of an insolvency, winding up, or other distribution of the assets of the Company.

The Company may cease to be a “reporting issuer” under applicable Canadian securities laws.

Pursuant to the Arrangement Agreement, the Company and the Sponsors are required to use commercially reasonable efforts to take such actions and file such applications with the Canadian securities regulatory authorities prior to the Effective Date as are reasonably necessary to permit the Company to cease to be a “reporting issuer” under applicable Canadian securities laws promptly following the completion of the Arrangement. Subject to compliance with applicable securities laws, the Company may cease to be a reporting issuer in Canada if securities of the Company are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide. Further, if the Company ceases to be a reporting issuer in Canada, it will no longer be required to file information on SEDAR or provide certain information to its securityholders, including without limitation through the filing of material change reports, business acquisition reports, annual information form and annual and interim financial statement, and many provisions of the provincial and territorial securities acts will no longer apply to the Company.

Following completion of the Arrangement and the issuance of New Company Common Shares in the New Capital Offering, New Mood may issue additional equity or debt securities, which could dilute the ownership in New Mood of holders of New Company Common Shares.

Following completion of the Arrangement, New Mood may issue equity or debt securities to finance its activities. If New Mood were to issue additional New Company Common Shares, a holder of New Company Common Shares might experience dilution in New Mood’s cash flow or earnings per New Company Common Share. New Mood may also issue securities convertible into or exchangeable for New Company Common Shares in connection with future public offerings, the hiring of personnel, future acquisitions, future private placements of New Mood securities for capital-raising purposes or for other business purposes. New Mood cannot predict the size or dilutive effect of future issuances of New Company Common Shares or securities convertible into New Company Common Shares or the effect, if any, that future issuances and sales of New Company Common Shares or such convertible securities will have on the per share price of New Company Common Shares. Sales of substantial amounts of New Company Common Shares (including any shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely the per share price of New Company Common Shares.

In addition, immediately following the completion of the Arrangement, the Apollo Sponsor will beneficially own between approximately 39.65% and 48.85% of the New Company Common Shares, and the GSO Sponsors will beneficially own between approximately 28.39% and 34.98% of the New Company Common Shares. The New Company Common Shares owned by the Sponsors may not be tradable immediately following the completion of the Arrangement to the extent that the Sponsors are deemed to be “affiliates” of New Mood (see “Information for United States Securityholders”), and, pursuant to the Investor Rights Agreement, each Sponsor has agreed, subject to customary exceptions, not to transfer any of its New Company Common Shares without the consent of the other Sponsor during the Lock-Up Period. After the Lock-Up Period, the Sponsors will have the right to jointly compel New Mood to pursue a qualifying initial public offering and, thereafter, will receive customary demand registration rights, shelf registration rights and “piggyback” registration rights. See “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Investor Rights Agreement — Registration Rights.” Any disposal of New Company Common Shares by the Sponsors could result in a decrease in the trading value of the New Company Common Shares.

Finally, New Mood may also attempt to increase its capital resources by making additional offerings of debt, including senior or subordinated notes. Upon liquidation, holders of New Mood’s debt securities and lenders with respect to other borrowings will receive a distribution of New Mood’s available assets prior to the holders of New Company Common Shares. Because New Mood’s decision to issue securities in any future offering will depend on market conditions and other factors beyond New Mood’s control, New Mood cannot predict or estimate the amount, timing or nature of future offerings. Thus, holders of New Company Common Shares bear the risk of future offerings reducing the market value of New Company Common Shares.

Risk Factors Related to New Mood’s Equity

Please see Appendix G to this Circular.

Risk Factors Related to the New Company Notes and Substituted New Company Notes

Please see Appendix H to this Circular.

Details of the Arrangement

General

The Arrangement will result in the redemption by the Company of all of the issued and outstanding Company Common Shares for the Share Cash-Out Consideration of C$0.17 per Company Common Shares.

Additionally, the Arrangement will result in each Company Noteholder receiving, per $1,000 aggregate principal amount of Company Notes:

· if the Company Noteholder is a Funding Company Noteholder, (1) $500 aggregate principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, (2) 175 New Company Common Shares, and (3) the additional consideration described in the immediately following paragraph in connection with the New Capital Offering; or

subject to the terms and conditions set forth in the Arrangement Agreement.

In connection with the Arrangement and as contemplated by the Plan of Arrangement, the Company will effect an offering of New Company Common Shares to Eligible Company Noteholders in the maximum amount of $50 million (and a minimum amount of $25 million). Each Eligible Company Noteholder will have the right to irrevocably elect to participate in the New Capital Offering by electing to invest (i) its maximum potential Participating Noteholder Commitment Amount calculated based on the assumption that the New Capital Offering Amount is equal to the Maximum New Capital Offering Amount, or (ii) in the event that the New Capital Offering Amount is determined to be less than the Maximum New Capital Offering Amount, its Participating Noteholder Commitment Amount calculated based on such lesser New Capital Offering Amount. Company Noteholders that are Funding Company Noteholders will receive 1,250 New Company Common Shares for every $1,000 of Funded Amount validly deposited by such Funding Company Noteholder (comprised of 568 New Company Common Shares delivered as consideration for their new equity contribution and 682 New Company Common Shares delivered as additional consideration for their Company Notes under the Arrangement). The Sponsors have agreed that, pursuant to the terms of the Plan of Arrangement, together they will backstop the New Capital Offering and, at Closing, will fund an amount equal to the (i) New Capital Offering Amount, less (ii) the aggregate Participating Noteholder Commitment Amounts validly deposited by the Participating Noteholders (other than the Sponsors) in accordance with the Plan of Arrangement. In consideration for the Sponsors’ funding commitment with respect to the backstop, New Mood will issue, following the Continuance and Domestication, to (i) the Apollo Sponsor, an aggregate of 7,284,441 New Company Common Shares and (ii) the GSO Sponsors, an aggregate of 5,215,559 New Company Common Shares.

For further information in respect of New Mood following the completion of the Arrangement, see “Part I — The Arrangement — Continuance and Domestication” and “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement.”

Arrangement Steps

completed as contemplated, the Plan of Arrangement will effect a number of significant changes to the capital structure of the Company, as more particularly described below and elsewhere in this Circular.

The Plan of Arrangement provides that:

· all unpaid interest accrued to the Effective Date on the Company Notes shall be paid by the Company;

· notwithstanding anything in the Company Stock Option Plan to the contrary, each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), shall be deemed to be unconditionally vested and exercisable, and such Company Option shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company to such holder equal to the amount (if any) by which the Share Cash-Out Consideration exceeds the exercise price of such Company Option, in each case, less any amounts withheld in accordance with the Plan of Arrangement, and such Company Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, no Person shall be obligated to pay the holder of such Company Option any amount in respect of the cancellation of such Company Option, and immediately thereafter the Company Stock Option Plan, all Company Options and any agreements related thereto shall be terminated and the Company shall have no liabilities or obligations with respect to any Company Option, the Company Stock Option Plan or any such agreement except as expressly set out in the Plan of Arrangement;

· each Company Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn (each a “Dissenting Company Common Share”) shall be deemed to be transferred by the holder thereof to the Company for cancellation without any further act or formality in consideration for a debt claim against the Company for the amount determined in accordance with the Plan of Arrangement, and:

(b) the name of each such holder shall be removed from the register of holders of Company Common Shares as it relates to the Company Common Share so transferred and cancelled;

· the articles of the Company shall be amended as follows:

(b) to add a class of shares designated as “common shares” (being the New Company Common Shares) and to authorize the Company to issue an unlimited number of such New Company Common Shares;

(b) the name of each holder of such Company Notes shall be removed from the register of holders of Company Notes, and the name of each holder of such Company Notes (or its designee) shall be added to the register of holders of New Company Common Shares and of New Company Notes; and

(b) the name of such holder shall be removed from the register of holders of Company Common Shares as it relates to the Company Common Share so acquired, redeemed and cancelled;

· the Company Warrants shall be terminated and cancelled for no consideration; and

For full particulars in respect of all of the events which will occur pursuant to the Plan of Arrangement, see the full text of the Plan of Arrangement which is attached as Schedule A to the Arrangement Agreement, a copy of which is attached as Appendix J to this Circular.

Financing of the Arrangement

Sources of Funds

· The Projected Cash-on Hand.

The consummation of the Arrangement is conditioned upon the Company’s receipt of the Debt Financing.

The following summary of the material terms of the financing does not purport to be complete and is subject to, and qualified in its entirety by reference to, the underlying documents. The terms of the New Credit Facility are subject to continuing negotiations between the Company and its prospective lenders and could change in the definitive documentation for the New Credit Facility.

Debt Financing

General

In connection with the Arrangement, the Company has obtained a commitment from HPS Investment Partners, LLC pursuant to the Debt Commitment Letter to provide DLLC2, upon the terms and subject to the

conditions set forth in the Debt Commitment Letter, first lien senior secured financing of up to $315 million, consisting of:

· the New Term Loan Facility in an aggregate principal amount of up to $300 million with a maturity of five years; and

· the New Revolving Credit Facility in an aggregate principal amount of up to $15 million with a maturity of up to five years.

In addition, DLLC2 may request one or more incremental term loan facilities in an aggregate principal amount of up to $60 million so long as, after giving effect to the incurrence of any such incremental term loan facilities on a pro forma basis, the maximum leverage ratio, as defined under the credit agreement governing the New Credit Facility, would be no greater than a ratio to be agreed upon, subject to certain conditions and receipt of commitments by existing or additional lenders.

The obligation of HPS Investment Partners, LLC to provide the Debt Financing under the Debt Commitment Letter is subject to a number of conditions, including: (a) the execution and delivery of definitive documentation consistent with the terms of the Debt Commitment Letter; (b) the substantially simultaneous consummation of the Plan of Arrangement in accordance with the Arrangement Agreement (without giving effect to any material amendment, waiver, modification thereof or consent that is materially adverse to the interests of the lenders in their capacities as such unless it is approved by HPS Investment Partners, LLP); (c) the consummation of the equity financing, prior to, or substantially simultaneously with, the initial borrowing under the New Credit Facility; (d) since April 12, 2017, no Material Adverse Effect; (e) delivery of certain audited, unaudited and pro forma financial statements; (f) payment of all applicable fees and invoiced expenses; (g) the Credit Facility Refinancing and the MMGSA Note Redemption; (h) the receipt of documentation and other information about the borrower required under applicable “know your customer” and anti-money laundering rules and regulations (including, without limitation the PATRIOT Act); (i) the taking of certain actions necessary to establish and perfect a first priority security interest in specified items of collateral securing the New Credit Facility; (j) the accuracy in all material respects of specified representations and warranties in the loan documents under which the Debt Financing will be provided and of certain representations and warranties in the Arrangement Agreement; (k) evidence that the Company (i) has taken such actions and filed such applications to cause the Company to be delisted from the TSX promptly following the completion of the Arrangement and (ii) has filed the Articles of Arrangement with the Director and filed the Domestication Documentation (as defined in the Plan of Arrangement) substantially concurrently with the initial borrowing under the New Credit Facility; (l) issuance of the Series A Warrants of New Mood to HPS Investment Partners, LLC; (m) the full force and effect of the Final Order and the U.S. Recognition Order (if applicable); (n) the absence of any insolvency proceedings; (o) the receipt of reasonably satisfactory evidence that the contribution by the Company of its assets to DLLC2 shall be made substantially concurrently with the effectiveness of the Continuance and Domestication on the Effective Date; and (p) delivery of certain customary closing documents.

All borrowings under the New Revolving Credit Facility following the Effective Date will be subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties in all material respects.

The obligation of HPS Investment Partners, LLC to provide the Debt Financing under the Debt Commitment Letter will terminate at the earlier of: (a) 11:59 p.m., New York City time, on October 12, 2017; (b) the closing of the New Credit Facility, after the initial funding of the New Credit Facility; (c) the consummation of the transactions contemplated by the Arrangement Agreement or the Credit Facility Refinancing without the use of the Debt Financing; and (d) the valid termination of the Arrangement Agreement prior to the consummation of the Arrangement.

The Sponsors are required under the Arrangement Agreement to use their reasonable best efforts to cause to be taken all actions and cause to be done all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the

Sponsors are required under the Arrangement Agreement to use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources in an amount that when added to the available portion of the Debt Financing, the equity financing and the Projected Cash-On Hand is sufficient to (i) consummate the Credit Facility Refinancing and the MMGSA Note Redemption and repay, prepay, redeem or discharge the principal of and interest on, and all other indebtedness outstanding pursuant to, the Credit Agreement and the MMGSA Notes, (ii) pay the aggregate amount of the Share Cash-Out Consideration under the Plan of Arrangement and (iii) pay all fees and expenses required to paid at the Closing by the Company or the Sponsors in connection with the Debt Financing and on terms and conditions that are not less favorable to the Company than the terms in the Debt Commitment Letter. In no event will reasonable best efforts of the Sponsors be deemed or construed to require the Sponsors to pay or incur any fees in excess of that contemplated by the Debt Commitment Letter. As of the last practicable date before the printing of this Circular, the Debt Commitment Letter remains in effect, and the Sponsors have not notified the Company of any plans to utilize financing in lieu of the financing described above. Except as described in this Circular, there is no plan or arrangement regarding the refinancing or repayment of the Debt Financing. The documentation governing the Debt Financing contemplated by the Debt Commitment Letter has not been finalized and, accordingly, the actual terms of the Debt Financing may differ from those described in this Circular.

HPS Investment Partners, LLC may invite other banks, financial institutions and institutional lenders to participate in the Debt Financing contemplated by the Debt Commitment Letter and to undertake a portion of the commitments to provide the Debt Financing.

Proceeds of the term loans drawn on the Effective Date, together with cash on hand of the Company and its Subsidiaries, will be used to (i) fund the Credit Facility Refinancing, (ii) fund the MMGSA Note Redemption and (iii) pay costs and expenses in connection with the Arrangement. Proceeds of the revolving loans drawn after the Effective Date will be used for general corporate purposes.

Interest Rates and Fees

Borrowings under the New Credit Facility will bear interest at a rate equal to the greater of (a) three-month LIBOR or (b) 1.00%, in each case plus an applicable margin of 7.25% per annum.

In addition to paying interest on the outstanding principal under the New Credit Facility, DLLC2 will be required to pay customary agency fees at an agreed upon annual amount and may be required to pay a commitment fee to the lenders under the New Revolving Credit Facility in respect of the unutilized commitments thereunder.

Amortization and Prepayments

The New Credit Facility will require scheduled quarterly amortization payments on the New Term Loan Facility in an annual amount equal to 3.00% of the original principal amount of the New Term Loan Facility, with the balance to be paid at maturity.

In addition, the New Credit Facility will require DLLC2 to prepay outstanding borrowings under the New Term Loan Facility, subject to certain exceptions, with:

· 85% (which percentage will be reduced to 50% and 25% if the maximum leverage ratio is less than or equal to ratios to be agreed) of annual excess cash flow, as defined under the credit agreement governing the New Credit Facility;

· 100% of the net insurance proceeds or other awards payable in connection with the loss, destruction or condemnation of any assets, subject to certain exceptions and reinvestment rights;

· 100% of the net proceeds of extraordinary receipts, subject to certain exceptions;

· 100% of the net after-tax proceeds of any sales or other dispositions of assets, in each case subject to exceptions and reinvestment rights; and

· 100% of the net cash proceeds of any issuance of debt, other than proceeds from debt permitted under the credit agreement governing the New Credit Facility.

Any repayment of outstanding loans under the New Term Loan Facility for any reason prior to the maturity date thereof, except as described in the last sentence of this paragraph, shall be accompanied by payment of the following premium: (a) on or prior to the twelve month anniversary of the Effective Date, 3.00% of the principal amount of loans being repaid plus a customary “make-whole” amount; (b) from the twelve month anniversary of the Effective Date through the twenty-four month anniversary of the Effective Date, 3.00% of the principal amount of loans being repaid; (c) from the twenty-four month anniversary of the Effective Date to thirty-six month anniversary of the Effective Date, 1.00% of the loans being repaid; or (d) from and after the thirty-six month anniversary of the Effective Date, 0.00%. Notwithstanding the foregoing, no premium shall be required to accompany any scheduled amortization payment or any mandatory prepayment of excess cash flow or extraordinary receipts.

Collateral and Guarantors

All obligations under the New Credit Facility will be guaranteed by DLLC1, as the direct parent of DLLC2, and its existing and future direct and indirect domestic Subsidiaries, subject to certain exceptions. The obligations will be secured by a pledge of all capital stock of DLLC2 directly held by DLLC1 and substantially all assets of DLLC1, DLLC2 and the Subsidiary guarantors, including capital stock of the Subsidiary guarantors and 65% of the capital stock of the first-tier foreign Subsidiaries, in each case subject to exceptions. Such security interests will consist of a first-priority lien with respect to the collateral securing the New Credit Facility and will be secured on a senior basis to the Notes.

Restrictive Covenants and Other Matters

The New Credit Facility will require that DLLC2 comply on a quarterly basis with a maximum net first lien senior secured leverage ratio to be agreed. The New Credit Facility will also require that DLLC2 comply with a minimum fixed charge coverage ratio to be agreed.

The New Credit Facility will contain certain customary affirmative covenants. The negative covenants in the New Credit Facility will include, among other things, limitations (none of which are absolute) on our ability to:

· incur additional debt;

· create liens on certain assets;

· make certain loans or investments (including acquisitions);

· pay dividends or make distributions in respect of our capital stock or make other restricted payments;

· consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

· sell assets;

· enter into certain transactions with our affiliates;

· enter into sale-leaseback transactions;

· change our lines of business;

· restrict dividends from our subsidiaries;

· change our line of fiscal year;

· modify the terms of certain debt or organizational documents; and

· pay cash interest on the Notes following an event of default under the New Credit Facility.

The New Credit Facility will contain certain customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the New Credit Facility will be entitled to take various actions, including the acceleration of amounts due under the New Credit Facility and all actions permitted to be taken by a secured creditor in respect of the collateral securing the New Credit Facility.

Equity Financing

Apollo Sponsor has received the Apollo Equity Commitment Letter pursuant to which the Apollo Funds have committed, on a several but not joint basis, subject to the conditions of the Apollo Equity Commitment Letter, to provide equity financing in an aggregate amount equal to the lesser of (a) $29.14 million and (b) the Apollo Backstop Amount (the “Apollo Equity Financing”).

Apollo Equity Commitment Letter

The Apollo Equity Commitment Letter and the obligations of the Apollo Sponsor to fund all or any portion of the Apollo Equity Financing will automatically terminate and cease to be of any further force or effect without the need for any further action by any person (at which time the obligations of the underlying investors under the Apollo Equity Commitment Letter shall be immediately discharged) upon the earliest of: (a) the termination of the Arrangement Agreement in accordance with its terms; (b) the amendment, restatement, supplement or other modification to the Arrangement Agreement or Plan of Arrangement without the prior written consent of the Apollo Sponsor; (c) the consummation of the Closing; (d) the payment by the Apollo Funds of their guaranteed obligation pursuant to the Apollo Guarantee; and (e) the assertion, directly or indirectly, by the Company or any of its affiliates, or any of its or their respective representatives, or any other Person, directly or indirectly, claiming by, through, or for the benefit of any of the foregoing of any claim (whether at law or equity or in tort, contract or otherwise) against any of the Apollo Funds or any of their former, current or future direct or indirect equity holder, controlling person, general or limited partner, officer, director, employee, investment professional, manager, stockholder, member, agent, affiliate, assignee, financing source or representative of any of the foregoing or any of their respective successors or assigns (each, a “Related Party”) or any Related Party of a Related Party in connection with the Apollo Equity Commitment Letter, the Arrangement Agreement, the Debt Commitment Letter, the Apollo Guarantee, any other Definitive Document or any other document or instrument delivered in connection therewith or any of the transactions contemplated thereby (including the termination or abandonment thereof) or otherwise (including in respect of any oral representations made or alleged to be made in connection therewith). Immediately upon termination of the Apollo Equity Commitment Letter and without the need for any further action by any person, no Apollo Fund or any Related Party of an Apollo Fund, or any Related Party of a Related Party shall have any further obligation or liability under the Apollo Equity Commitment Letter.

The Company is an express third-party beneficiary of the Apollo Equity Commitment Letter for the purpose of causing the Apollo Equity Financing to be funded, but solely to the extent that the Company has been awarded, in accordance with the terms and conditions of the Arrangement Agreement, specific performance to require the Apollo Sponsor to cause the Apollo Equity Financing under the Apollo Equity Commitment Letter to be funded. The Company may not enforce the Apollo Sponsor’s obligation to cause the Apollo Equity Financing to be funded or to complete the Arrangement if the Debt Financing has not been funded in full.

Apollo Guarantee

Effect of the Arrangement

Share Capital of the Company and New Mood

As at the date of this Circular, there are 183,694,082 Company Common Shares outstanding on a non- diluted basis. Following the completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement, there will be no Company Common Shares outstanding and the number of New Company Common Shares outstanding will vary based on the New Capital Offering Amount (which will range from $25 million to $50 million) and the level of participation in the New Capital Offering by Non-Sponsor Company Noteholders. Assuming a New Capital Offering Amount of $25 million, there will be approximately 107,848,927 New Company Common Shares issued and outstanding (assuming 0% participation of the Non-Sponsor Company Noteholders in the New Capital Offering) and assuming a New Capital Offering Amount of $50 million, there will be approximately 141,905,652 New Company Common Shares (assuming the participation of 100% of the Non- Sponsor Company Noteholders in the New Capital Offering) issued and outstanding, in each case following the completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement.

The holders of New Company Common Shares following the completion of the Arrangement are expected to consist of: (a) the Apollo Sponsor; (b) the GSO Sponsors; (c) the Non-Sponsor Company Noteholders; and (d) Arbiter. Further details regarding participation by Company Noteholders in the New Capital Offering are set out below.

	Participation
	0%	25%	50%	75%	100%
Funding Noteholders (other than the Apollo Sponsor and the GSO Sponsors)	Nil.	8,211,646 (7.56)%	15,792,946 (14.46)%	22,908,767 (20.83)%	29,671,093 (26.81)%
Non-Funding Noteholders	16,840,350 (15.61)%	12,630,263 (11.64)%	8,420,175 (7.71)%	4,210,088 (3.83)%	Nil.
Apollo Sponsor(1)	49,739,869 (46.12)%	47,816,848 (44.05)%	46,261,165 (42.34)%	44,976,742 (40.91)%	43,898,320 (39.67)%
GSO Sponsors(1)	35,613,056 (33.02)%	34,236,199 (31.54)%	33,122,352 (30.32)%	32,202,722 (29.29)%	31,430,587 (28.40)%
Arbiter(2)	5,655,652 (5.24)%	5,655,652 (5.21)%	5,655,652 (5.18)%	5,655,652 (5.14)%	5,655,652 (5.11)%
TOTAL:	107,848,927 (100.00)%	108,550,608 (100.00)%	109,252,290 (100.00)%	109,953,971 (100.00)%	110,655,652 (100.00)%

Notes:

(1) Including New Company Common Shares issued pursuant to the Put Option Payment.

	Participation
	0%	25%	50%	75%	100%
Funding Noteholders (other than the Apollo Sponsor and the GSO Sponsors)	Nil.	11,511,523 (8.23)%	21,762,354 (15.49)%	31,082,228 (22.01)%	39,695,111 (27.97)%
Non-Funding Noteholders	16,840,350 (12.11)%	12,630,263 (9.03)%	8,420,175 (5.99)%	4,210,088 (2.98)%	Nil.
Apollo Sponsor(1)	67,950,972 (48.85)%	64,104,931 (45.85)%	60,993,564 (43.41)%	58,424,717 (41.38)%	56,267,873 (39.65)%
GSO Sponsors(1)	48,651,953 (34.98)%	45,898,240 (32.83)%	43,670,545 (31.08)%	41,831,286 (29.62)%	40,287,016 (28.39)%
Arbiter(2)	5,655,652 (4.07)%	5,655,652 (4.05)%	5,655,652 (4.03)%	5,655,652 (4.01)%	5,655,652 (3.99)%
TOTAL:	139,098,927 (100.00)%	139,800,608 (100.00)%	140,502,290 (100.00)%	141,203,971 (100.00)%	141,905,652 (100.00)%

Notes:

(1) Including New Company Common Shares issued pursuant to the Put Option Payment.

Participation in the New Capital Offering by Eligible Non-Sponsor Noteholders

The Company shall, by no later than 11:00 a.m. (Toronto time) on the seventh Business Day prior to the expected Effective Date inform each of the Participating Noteholders (other than the Sponsors) in writing (which may include by e-mail) of: (a) the expected Effective Date, (b) the New Capital Offering Amount, and (c) the Participating Noteholder Commitment Amount required to be deposited with the Depositary in escrow by such Participating Noteholder in order to participate in the New Capital Offering and the manner in which such deposit must be completed.

The participation and settlement procedures for the other Company Securityholder transactions contemplated by the Arrangement are separate and distinct from the foregoing procedures related to the New Capital Offering. For more information regarding the participation and settlement procedures for the other Company Securityholder transactions contemplated by the Arrangement and the other transactions contemplated by the Arrangement Agreement, please refer to “Deposit, Payment and Issuance Procedures Pursuant to the Arrangement.”

Participation in the New Capital Offering by the Apollo Sponsor and the GSO Sponsors

New Company Notes and Substituted New Company Notes

The following summary of the New Company Notes and Substituted New Company Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, the underlying documents. The terms of the New Company Notes Indenture, Substituted New Company Notes Indenture, New Company Notes Collateral Agreement, Substituted New Company Notes Collateral Agreement, New Company Notes First Lien/Second Lien Intercreditor Agreement and Substituted New Company Notes First Lien/Second Lien Intercreditor Agreement are subject to continuing negotiations between the Company and its prospective lenders and could change in the definitive documentation.

General

The Arrangement will result in the issuance of $175 million aggregate principal amount of New Company Notes to Company Noteholders on the basis of $500 aggregate principal amount of New Company Notes per $1,000 aggregate principal amount of Company Notes held (with the remaining $500 aggregate principal amount of Company Notes exchanged for New Company Common Shares in the manner described in “— Details of the Arrangement — General”). The New Company Notes will be governed by the terms of the New Company Notes Indenture and may be redeemed at par in cash or, at the option of the Company, by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, being second lien notes (having substantially the same terms as the New Company Notes except as set forth in this Circular) to be co-issued by DLLC2 and SubCo in connection with the acquisition by DLLC2, a wholly-owned Subsidiary of the Company, of all or substantially all of the assets of the Company. The Substituted New Company Notes will be governed by the terms of the Substituted New Company Notes Indenture.

It is expected that the New Company Notes will be redeemed by a corresponding aggregate principal amount of Substituted New Company Notes immediately following the Domestication.

The following is a summary of certain of the terms of the New Company Notes, the Substituted New Company Notes, the New Company Notes Indenture and the Substituted New Company Notes Indenture.This summary does not purport to be complete. For further details on the New Company Notes and the Substituted New Company Notes, see the New Company Notes Indenture, the form of which is attached as Appendix L to this Circular, and the Substituted New Company Notes Indenture, the form of which is attached as Appendix M to this Circular.

Notes:	New Company Notes	Substituted New Company Notes

Issuer:	Mood Media Corporation	DLLC2

Principal Amount:	$175,000,000	$175,000,000

Coupon:	The New Company Notes will bear interest at a rate per annum equal to Adjusted LIBOR (as defined below) plus 14% and shall be payable semi-annually in arrears (the “Coupon”); provided that 8% per annum of the Coupon shall not be cash-pay and shall accrue and be payable-in-kind; provided, further, that after the occurrence and during the continuance of an event of default under the New Credit Facility, no cash-pay interest will be payable.	Same as the New Company Notes

	“Adjusted LIBOR” means the higher of (a) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for the applicable interest period appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) or other applicable page or screen for loans denominated in United States dollars; provided that if Adjusted LIBOR shall be less than zero pursuant to this clause (a), such rate shall be deemed zero and (b) 1.00% per annum.

Maturity:	Seven years after the Effective Date.	Same as the New Company Notes
Ranking:	The New Company Notes will constitute senior subordinated second-priority secured indebtedness of the Company and will rank pari passu in right of payment with all other senior subordinated obligations of the Company.	The Substituted New Company Notes will constitute senior subordinated second-priority secured indebtedness of DLLC2 and will rank pari passu in right of payment with all obligations under the New Credit Facility and all other senior subordinated obligations of DLLC2.

Guarantees:	Each existing and subsequently acquired or organized wholly-owned U.S. subsidiary of the Company that is either an obligor under or a guarantor of the New Credit Facility (the “New Company Notes Guarantors”) will guarantee (the “New Company Notes Guarantees”) the New Company Notes on a senior subordinated second-priority basis.	Each existing and subsequently acquired or organized wholly-owned U.S. subsidiary of DLLC2 that is a guarantor of the New Credit Facility (the “Substituted New Company Notes Guarantors”) will guarantee (the “Substituted New Company Notes Guarantees”) the Substituted New Company Notes on a senior subordinated second-priority basis. The Substituted New Company Notes Guarantees will rank pari passu in right of payment with

Notes:	New Company Notes	Substituted New Company Notes
		the corresponding guarantees of the New Credit Facility and will be automatically released upon the release thereof.

Security:	The New Company Notes will be secured by a second-priority security interest in the collateral of the Company and the New Company Notes Guarantors securing the New Credit Facility.	The Substituted New Company Notes will be secured by a second-priority security interest in the collateral of DLLC2 and the Substituted New Company Notes Guarantors securing the New Credit Facility.

Offer to Repurchase from Asset Sales:	To the extent net cash proceeds are available from any non-ordinary course asset sales or dispositions by the Company or any New Company Notes Guarantor after any repayments required by the New Credit Facility, the Company shall use the net proceeds to repay senior or pari passu indebtedness, or reinvest such net cash proceeds within 360 days. Any net cash proceeds not so applied shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds an amount to be agreed, the Company will be required to make an offer to repurchase the New Company Notes with the Excess Proceeds at a price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.	To the extent net cash proceeds are available from any non-ordinary course asset sales or dispositions by DLLC2 or any Substituted New Company Notes Guarantor after any repayments required by the New Credit Facility, DLLC2 shall use the net proceeds to repay senior or pari passu indebtedness, or reinvest such net cash proceeds within 360 days. Any net cash proceeds not so applied shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds an amount to be agreed, DLLC2 will be required to make an offer to repurchase the Substituted New Company Notes with the Excess Proceeds at a price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.

Offer to Repurchase Upon a Change of Control:	The Company will be required to make an offer to repurchase the New Company Notes following the occurrence of a Change of Control (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) at a price in cash equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.	DLLC2 will be required to make an offer to repurchase the Substituted New Company Notes following the occurrence of a Change of Control (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) at a price in cash equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, if any.

Optional Redemption:	The Company may redeem the New Company Notes at its option, in whole but not in part, in cash at a redemption price equal to 100% of the principal amount of the New Company Notes or, at the option of the Company, on a par for par basis with the Substituted New Company Notes.	Prior to the expiration of the Non-Call Period (as defined below) with respect to any Substituted New Company Notes, DLLC2 may redeem such Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the first anniversary of the Effective Date plus 50 basis points.

Notes:	New Company Notes	Substituted New Company Notes

		Prior to the expiration of the Non-Call Period, DLLC2 may redeem up to 40% of such Substituted New Company Notes with proceeds from an equity offering at a price equal to par plus the coupon on such Substituted New Company Notes.

		“Non-Call Period” shall mean, with respect to any Substituted New Company Notes, the period from the issuance of such Substituted New Company Notes to, but excluding, the date that is one year after the Effective Date.

		After the end of the Non-Call Period applicable to any Substituted New Company Notes, DLLC2 may redeem the Substituted New Company Notes at its option, in whole or in part from time to time, at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

		· After the first anniversary of the Non-Call Period: 102%

		· After the second anniversary of the Non-Call Period: 101%

		· After the third anniversary of the Non-Call Period: 100%

Mandatory Redemption:	On the last day of each “accrual period” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(ii)) ending after the fifth anniversary of the “issue date” of the New Company Notes for U.S. federal income tax purposes (each a “Special Mandatory Redemption Date”), the Company shall make a mandatory prepayment of principal or interest (any such prepayment, a “Special Mandatory Redemption”) on each of the New Company Notes, without premium or penalty, in an amount necessary to ensure that the New Company Notes will not be treated as “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the New Company Notes prior to each Special	Same as the New Company Notes.

Notes:	New Company Notes	Substituted New Company Notes

	Mandatory Redemption Date pursuant to any other provisions of the applicable definitive documentation, including the New Company Notes Indenture shall alter the Company’s obligation to make the Special Mandatory Redemption with respect to any New Company Notes that remain outstanding on each Special Mandatory Redemption Date.

Covenants:	The applicable definitive documentation, including the New Company Notes Indenture, will contain affirmative and negative covenants with respect to the Company and its restricted subsidiaries as are usual and customary for high yield debt securities of this type, with usual and customary carve-outs, exceptions and baskets and others contemplated below; provided that in no event shall such covenants be more restrictive than the corresponding covenants in the documentation governing the New Credit Facility. For the avoidance of doubt, there shall be no financial maintenance covenants.	The applicable definitive documentation, including the Substituted New Company Notes Indenture, will contain affirmative and negative covenants with respect to DLLC2 and its restricted subsidiaries as are usual and customary for high yield debt securities of this type, with usual and customary carve-outs, exceptions and baskets and others contemplated below; provided that in no event shall such covenants be more restrictive than the corresponding covenants in the documentation governing the New Credit Facility. For the avoidance of doubt, there shall be no financial maintenance covenants.

	1. The provisions limiting indebtedness shall:	1. The provisions limiting indebtedness shall:

	· permit the incurrence of indebtedness by the Company and its restricted subsidiaries if the ratio of EBITDA (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) to total interest expense on a Pro Forma Basis (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) is not less than 2.00 to 1.00 on the date of incurrence;	· permit the incurrence of indebtedness by DLLC2 and its restricted subsidiaries if the ratio of EBITDA (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) to total interest expense on a Pro Forma Basis (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) is not less than 2.00 to 1.00 on the date of incurrence;

	· provide for the incurrence of indebtedness pursuant to baskets, which shall include a general indebtedness basket of at least the greater of $50 million and the Corresponding Multiple of LTM EBITDA (as	· provide for the incurrence of indebtedness pursuant to baskets, which shall include a general indebtedness basket of at least the greater of $50 million and the Corresponding Multiple of LTM EBITDA (as

Notes:	New Company Notes	Substituted New Company Notes

	defined below); and	defined below); and

	· provide that the amount of indebtedness incurred under the “bank basket” will not exceed an amount equal to the sum of (i) $415 million plus (ii) such additional amount of indebtedness that may be incurred that would not cause the Net First Lien Leverage Ratio (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) on a Pro Forma Basis to exceed 4.60 to 1.00 on the date of incurrence.	· provide that the amount of indebtedness incurred under the “bank basket” will not exceed an amount equal to the sum of (i) $415 million plus (ii) such additional amount of indebtedness that may be incurred that would not cause the Net First Lien Leverage Ratio (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) on a Pro Forma Basis to exceed 4.60 to 1.00 on the date of incurrence.

	2. The provisions limiting liens shall provide for customary permitted liens and include (i) a general permitted liens basket of the greater of $50 million and the Corresponding Multiple of LTM EBITDA; (ii) the ability to incur liens on indebtedness to the extent that the Net Secured Leverage Ratio (to be defined in the applicable definitive documentation, including the New Company Notes Indenture) on a Pro Forma Basis is not greater than 6.30 to 1.00 and (iii) the ability to incur liens on assets of non- New Company Notes Guarantor subsidiaries so long as such liens secure obligations of non- New Company Notes Guarantor subsidiaries that are otherwise permitted.	2. The provisions limiting liens shall provide for customary permitted liens and include (i) a general permitted liens basket of the greater of $50 million and the Corresponding Multiple of LTM EBITDA; (ii) the ability to incur liens on indebtedness to the extent that the Net Secured Leverage Ratio (to be defined in the applicable definitive documentation, including the Substituted New Company Notes Indenture) on a Pro Forma Basis is not greater than 6.30 to 1.00 and (iii) the ability to incur liens on assets of non- Substituted New Company Notes Guarantor subsidiaries so long as such liens secure obligations of non- Substituted New Company Notes Guarantor subsidiaries that are otherwise permitted.

	3. The provisions limiting restricted payments shall provide (i) that the restricted payment “builder” will be based on 50% of consolidated net income (with a $35 million starter basket) and (ii) for the making of other restricted payments and restricted investments, which shall include a general restricted payment basket of the greater of $65 million and the Corresponding Multiple of LTM EBITDA.	3. The provisions limiting restricted payments shall provide (i) that the restricted payment “builder” will be based on 50% of consolidated net income (with a $35 million starter basket) and (ii) for the making of other restricted payments and restricted investments, which shall include a general restricted payment basket of the greater of $65 million and the Corresponding Multiple of LTM EBITDA.

	“Corresponding Multiple of LTM EBITDA” means, with respect to any dollar basket, the amount of such dollar	“Corresponding Multiple of LTM EBITDA” means, with respect to any dollar basket, the amount of such dollar

Notes:	New Company Notes	Substituted New Company Notes

	basket divided by the EBITDA on a Pro Forma Basis of the Company and its restricted subsidiaries for the most recently available four fiscal quarter period as of the issue date, after giving effect to the transactions contemplated by the Arrangement Agreement, expressed as a multiple.	basket divided by the EBITDA on a Pro Forma Basis of DLLC2 and its restricted subsidiaries for the most recently available four fiscal quarter period as of the issue date, after giving effect to the transactions contemplated by the Arrangement Agreement, expressed as a multiple.

Registration Rights:	None.	None.

Ranking

The Notes and related Subsidiary guarantees will be secured by junior-priority security interests in the collateral that secures the Issuer’s obligations under the Applicable First Priority Agreement. The Notes will be the Issuer’s senior secured obligations and will rank senior in right of payment to all of the Issuer’s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Notes, be subordinated in right of payment pursuant to the First Lien/Second Lien Intercreditor Agreement to the obligations under the Applicable First Priority Agreement, be effectively senior to all of the Issuer’s existing and future unsecured indebtedness, be effectively subordinated to all of the Issuer’s existing and future secured debt that is secured on a senior-priority basis (including obligations under the Applicable First Priority Agreement) and be structurally subordinated to all obligations of each of the Issuer’s Subsidiaries that is not a guarantor of the Notes.

Company Options and Company DSUs

Credit Facility Refinancing

In connection with the Arrangement, the Company has obtained a commitment from HPS Investment Partners, LLC, pursuant to the Debt Commitment Letter to provide the New Credit Facility in order to: (a) fund the Credit Facility Refinancing; (b) fund the MMGSA Note Redemption; and (c) pay costs and expenses in connection with the Arrangement. In consideration for providing the New Credit Facility, New Mood will also issue Series A Warrants of New Mood to HPS Investment Partners, LLC or one or more of its affiliates entitling the holders thereof to receive, upon exercise of such Series A Warrants, an aggregate of 2% of the total outstanding New Company Common Shares, calculated as of the Effective Date. The exercise price of the Series A Warrants will be fixed on the Effective Date and such Series A Warrants will expire on the fifth anniversary of the Effective Date.

See “Part I — The Arrangement — Financing of the Arrangement — Debt Financing.”

MMGSA Note Redemption

Continuance and Domestication, Delisting from TSX and Ceasing to be a Reporting Issuer

Voting and Support Agreements

to, among other things, vote or to cause to be voted all Company Common Shares beneficially owned by such directors or executive officers, and any other Company Common Shares directly or indirectly acquired by or issued such directors or executive officers after the date of the Arrangement Agreement (including, without limitation, any Company Common Shares issued upon further exercise of Company Options, Company Warrants or Company DSUs or other rights to purchase such Company Common Shares) at the Company Shareholder Meeting (or any adjournment(s) or postponement(s) thereof) in favour of the Arrangement including, without limitation, the Arrangement Resolutions, the Continuance and Domestication Resolution and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Company).

Each Voting Support Agreement entered into between the Company and the directors and officers of the Company shall terminate upon the earlier of:

· the mutual agreement in writing of the parties to the Voting Support Agreement;

· written notice by the applicable director and/or executive officer of the Company to the Company of any decrease or change in the form or amount of, if the applicable director and/or executive officer of the Company holds Company Common Shares, the Share Cash-Out Consideration, or, if the applicable director and/or executive officer of the Company holds Company Notes, the Note Consideration set out in the Arrangement Agreement;

· the completion of the Arrangement;

· the termination of the Arrangement Agreement in accordance with its terms; and

· the Outside Date.

As well, the Company and the Sponsors entered into the Arbiter Voting Support and Subscription Agreement with Arbiter, which beneficially owns or controls 32,128,324 Company Common Shares, pursuant to which Arbiter has agreed to, among other things, vote or to cause to be voted certain Company Common Shares beneficially owned or controlled by it at the Company Shareholder Meeting (or any adjournment(s) or postponement(s) thereof) in favour of the Arrangement including, without limitation, the Arrangement Resolutions, the Continuance and Domestication Resolution and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Company). Arbiter has also agreed that it will not, and will ensure that its affiliates do not, directly or indirectly: (a) solicit proxies or become a participant in a solicitation in opposition to or competition with the Arrangement; (b) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Arrangement; (c) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the Arrangement; and (d) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

The Arbiter Voting Support and Subscription Agreement shall terminate upon the earlier of:

· the mutual agreement in writing of the parties to the Arbiter Voting Support and Subscription Agreement;

· written notice by Arbiter to the Company, the Apollo Sponsor and the GSO Sponsors if:

(a) subject to the terms of the Arbiter Voting Support and Subscription Agreement, any representation or warranty of any of the Company, the Apollo Sponsor and the GSO Sponsors

under the Arbiter Voting Support and Subscription Agreement is untrue or incorrect in any material respect;

(b) without the prior written consent of Arbiter, there is any decrease or change in the form or amount of, if Arbiter holds Company Common Shares, the Share Cash-Out Consideration, or, if Arbiter holds Company Notes, the Note Consideration set out in the Arrangement Agreement;

(c) subject to the terms of the Arbiter Voting Support and Subscription Agreement, any of the Company, the Apollo Sponsor and the GSO Sponsors has not complied in any material respect with any of its covenants or obligations contained in the Arbiter Voting Support and Subscription Agreement including the Company’s obligation to issue the Subscription Shares and the Commitment Consideration Shares (each as defined in the Arbiter Voting Support and Subscription Agreement); or

(d) provided that at the time of such termination, Arbiter is not in material default in the performance of its obligations under the Arbiter Voting Support and Subscription Agreement;

· written notice by the Company to Arbiter if:

(a) subject to the terms of the Arbiter Voting Support and Subscription Agreement, any representation or warranty of Arbiter under the Arbiter Voting Support and Subscription Agreement is untrue or incorrect in any material respect; or

(b) Arbiter has not complied in any material respect with its covenants contained in the Arbiter Voting Support and Subscription Agreement;

provided that at the time of such termination, the Company is not in material default in the performance of its obligations under the Arbiter Voting Support and Subscription Agreement;

· the completion of the Arrangement;

· the termination of the Arrangement Agreement in accordance with its terms; and

· the Outside Date.

The Arrangement Agreement

The Arrangement is being effected pursuant to the Arrangement Agreement. The Arrangement Agreement contains covenants, representations and warranties of and from each of the Company, the Apollo Sponsor and the GSO Sponsors and various conditions precedent, both mutual and with respect to each Party.

The following is a summary of material provisions of the Arrangement Agreement, which is qualified in its entirety by the full text of the Arrangement Agreement, a copy of which is attached as Appendix J to this Circular, and reference is made thereto for the full text thereof. Company Securityholders are urged to read the Arrangement Agreement, including the Plan of Arrangement, in its entirety.

Covenants

Conduct of Business of the Company

Pursuant to the Arrangement Agreement, the Company has covenanted that, until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course, except as

contemplated in the Arrangement Agreement or as set forth in the disclosure letter delivered by the Company to the Sponsors as of the date of the Arrangement Agreement.

Without limiting the generality of the foregoing, and without derogating from the obligations of the Company with respect to Arrangement-related covenants, the Arrangement Agreement also contains covenants from the Company pertaining to, among other things: (a) preserving the current business organization and operations of the Company and its Subsidiaries; (b) amending or modifying the Constating Documents of the Company or its Subsidiaries; (c) adjusting, splitting, reverse splitting, consolidating, subdividing, combining or reclassifying any shares of its capital stock or other ownership interest (or any rights to acquire the foregoing) or proposing or authorizing the issuance of, or issuing, any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity or voting interest; (d) amending or modifying any term of any outstanding debt security (e) redeeming, repurchasing, or otherwise acquiring or offering to redeem, repurchase or otherwise acquire any shares of its capital stock or any of its outstanding securities; (f) issuing, delivering, granting, selling, pledging or otherwise encumbering (or authorizing or agreeing to any of the foregoing) of any shares of its capital stock or any securities that are linked to the price or the value of the Company Common Shares, except for the issuance of Company Common Shares issuable upon the exercise of the currently outstanding Company Options, Company DSUs and/or Company Warrants; (g) reducing its stated capital or proposing or adopting a plan or agreement to reorganize, recapitalize, arrange, restructure, amalgamate or merge the Company or any Subsidiary of the Company with any Person; (h) adopting a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries; (i) making an acquisition (or a series of acquisitions) in excess of $1.0 million and subject to a maximum of $2.0 million for all such transactions; (j) entering into a new line of business; (k) selling, pledging, leasing, disposing of, losing the right to use, mortgaging, licensing, encumbering (other than a Permitted Lien) or otherwise transferring any assets (or interest in any assets) of the Company or of any of its Subsidiaries having a value greater than $500,000 in the aggregate, other than inventory or receivables sold in the Ordinary Course; (l) selling, transferring or otherwise disposing of (whether by arrangement, amalgamation, merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof; (m) entering into, amending or modifying in any material respect, terminating or failing to renew any Company intellectual property agreement, other than in the Ordinary Course, or otherwise waiving, releasing, assigning or allowing to lapse any material rights, claims or benefits thereunder of the Company or its Subsidiaries; (n) failing to take any action necessary to maintain or renew any material Company intellectual property; (o) except as contemplated in certain financial information provided to the Sponsors, making any capital expenditure or commitment to do so which, individually or in the aggregate, exceeds $1.0 million; (p) abandoning or failing to diligently pursue any application for any material Authorizations, leases, permits or registrations; (q) acquiring any interest in real property; (r) entering into an agreement or an arrangement with any party that contemplates paying a success fee or transaction fee in connection with the Arrangement; (s) taking or failing to take certain actions relating to the Company’s insurance policies; (t) taking or failing to take certain actions with respect to Company employees, employee plans and collective agreements; (u) making certain inter-company lending that would require certain amortization payments under the Credit Facility; (v) making any loan or advance to, or any capital contribution or investment in, or assuming, guaranteeing or otherwise becoming liable with respect to the liabilities or obligations of, any Person, except for advances and capital contributions to Subsidiaries of the Company in the Ordinary Course; (w) entering into interest rate, currency, equity or commodity swaps, hedges, derivatives or similar financial instruments outside of the Ordinary Course; (x) failing to timely prepare applicable tax returns or pay applicable taxes or agreeing to modify or settle certain tax-related elections, claims, returns, reporting practices or agreements; (y) materially changing the Company’s accounting methods or revaluing properties or assets in any material respect; (z) canceling, waiving, releasing, assigning, settling or compromising any material claims or rights; (aa) commencing, waiving, releasing, assigning, compromising or settling any litigation, proceeding or governmental investigation relating to the assets or the business of the Company in excess of an aggregate amount of $2 million or which could reasonably be expected to impede, prevent or delay the consummation of the Arrangement; (bb) entering into or amending a contract with a Person that does not deal at arm’s length with the Company; (cc) granting any material refunds, credits, rebates or other allowances to any end user, customer, reseller or distributor outside of the Ordinary Course; (dd) making any political or charitable donations or commitments therefor (other than to satisfy pre-existing irrevocable commitments); (ee) convening any special meeting (or any adjournment thereof) of the Company Shareholders other than the Company Shareholder Meeting or in response to a requisition by a Company Shareholder; (ff) entering into or amending any contract with any broker, finder or investment banker; or (gg) authorizing, agreeing, resolving or otherwise committing to do any

of the foregoing. The Company is able to take any of the aforementioned actions with the prior written consent of the Sponsors.

The Company also covenants to, and to cause each Subsidiary to, obtain the written consent of the Sponsors prior to declaring, setting aside, establishing a record date for, or paying any dividend or other distribution (whether in cash, shares or property) in respect of the Company Common Shares or the securities of any Subsidiary owned by a Person other than the Company or a wholly-owned Subsidiary of the Company.

Company Covenants Regarding the Arrangement

Pursuant to the Arrangement Agreement, the Company has covenanted to use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement as soon as practicable, including: (a) carrying out the terms of the Interim Order and the Final Order and complying with applicable legal requirements relating to the Arrangement and the Arrangement Agreement; (b) opposing, lifting or rescinding any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defending, or causing to be defending, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement; (c) effecting all necessary registrations, filing and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) obtaining any required consent (or similar approvals) required under a material contract in connection with the Arrangement; and (e) refraining from taking or failing to take any action with is inconsistent with the terms of the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or impede the consummation of the Arrangement.

The Company also covenants to notify the Sponsors of certain developments, including: (a) a change, event, occurrence, effect or circumstance which could reasonably be expected to constitute or lead to a Material Adverse Effect; (b) any notice or other communication from any Person alleging that the consent (or similar approvals) of such Person is required in connection with the Arrangement Agreement or the Arrangement; (c) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement; and (d) any penalty, filing, actions, suits, claims, investigations, audit inquiry, assessment or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company: (i) in an amount in excess of $1.0 million; (ii) that could reasonably be expected to have a Material Adverse Effect; (iii) that, if pending on the date of the Arrangement Agreement would have been required to have been disclosed pursuant to the Company’s representations and warranties respecting litigation made under the Arrangement Agreement; or (iv) that relate to the Arrangement Agreement or the Arrangement.

Sponsors Covenants Regarding the Arrangement

Pursuant to the Arrangement Agreement, each of the Sponsors has covenanted to use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement, including: (a) carrying out the terms of the Interim Order and the Final Order and complying with applicable legal requirements relating to the Arrangement and the Arrangement Agreement; (b) opposing, lifting or rescinding any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defending, or causing to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement; (c) effecting all necessary registrations, filing and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement; (d) supporting, and not directly or indirectly objecting to, delaying, impeding, or taking any other action to interfere with, any foreign proceedings ancillary to the Canadian proceedings related to the Arrangement, including the Chapter 15 Proceedings (collectively, the “Ancillary Proceedings”) or any motion or other pleading filed in any Ancillary Proceeding consistent with the Arrangement Agreement in furtherance of the Arrangement; and (e) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or impede the consummation of the Arrangement.

Each of the Sponsors also covenants to notify the Company in writing of certain developments, including: (a) any notice or other communication from any Person alleging that the consent (or similar approvals) of such Person is required in connection with the Arrangement Agreement or the Arrangement; or (b) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with the Arrangement Agreement.

Each of the Sponsors has covenanted: (a) to vote and cause to be voted all Company Common Shares and Company Notes that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercise control (i) in favour of the Arrangement Resolutions at the Company Meetings and not withdraw any proxy, withdraw any voting instruction form or otherwise change its or its affiliated investment funds’ vote in respect thereof; and (ii) against any resolution or to oppose any action proposed that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the transactions contemplated hereby or that could impede delay or interfere with the completion of the transactions contemplated hereby and against any approval of any Acquisition Proposal not made by an Sponsor or its affiliated investment funds; (b) except following the public filing of this Circular, and subject to certain exceptions, not to, and to cause its affiliated investment funds not to, option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Company Common Shares or Company Notes that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercised control, directly or indirectly, as of the date of the Arrangement Agreement, or enter into any agreement, arrangement or understanding in connection therewith; (c) not to, and not permit any of its affiliated investment funds to, take certain actions which would oppose the Arrangement; (d) not to, and to cause its affiliated investment funds not to, vote or grant to any person other than the Company, or any person designated by the Company, a proxy or power of attorney to vote, or deliver any voting instruction form, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote Company Common Shares and Company Notes; (e) to deliver, or cause to be delivered, to the Company’s transfer agent, or as otherwise directed by the Company, after receipt of this Circular and other proxy materials, on a timely basis and in advance of any deadlines established for the submission of votes or proxies (the “Voting Deadline”) a duly executed proxy (or voting instruction form or other similar voting document, as applicable) directing that all Company Common Shares or Company Notes, as applicable, that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercise direct or indirect control as of the date of the Arrangement Agreement, be voted at the applicable Company Meetings in favour of the applicable Arrangement Resolution; (f) to revoke and cause its affiliated investment funds to revoke any previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the foregoing, and not to grant or deliver any other proxy, power of attorney or other voting instruction form with respect to the matters described in this paragraph (except as expressly required or permitted by this paragraph); and (g) to waive and agree, and to cause its affiliated investment funds to waive and agree, not to exercise, any rights of appraisal or rights of dissent that it or its affiliated investment funds may have arising in relation to the Arrangement.

Regulatory Approvals

Under the Arrangement Agreement, as soon as reasonably practicable after the date of the Arrangement Agreement, each Party, or where appropriate, all Parties jointly, shall make (or cause to be made) all notifications, filings, applications and submissions with Governmental Entities required or advisable, and shall use their commercially reasonable efforts to obtain and maintain all Regulatory Approvals. The Parties further covenant to cooperate with one another in connection with obtaining the Regulatory Approvals and resolving any objections to the Arrangement raised by any Governmental Entity.

Mutual Covenants Regarding Non-Solicitation

Under the Arrangement Agreement, the Company has agreed to certain non-solicitation covenants, which provide that it shall not, until the earlier of the Effective Time or the date upon which the Arrangement Agreement is terminated pursuant to its terms, directly or indirectly, through any representatives, and shall not permit any such Person to:

of contract, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) participate in any discussions or negotiations with any Person (other than a Sponsor) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal, provided that the Company may (i) communicate with any Person who has made an unsolicited Acquisition Proposal for the purposes of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such proposal would constitute a Superior Proposal; and (ii) advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal;

(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than three (3) Business Days following the announcement of such Acquisition Proposal will not be considered to be in violation of the non-solicitation covenants of the Arrangement Agreement provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such three (3) Business Day period) or enter into or publicly propose to enter into any contract in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with the Arrangement Agreement); or

(e) enter into or publicly propose to enter into any contract in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with the Arrangement Agreement).

From and after the date of the Arrangement Agreement until the earlier of the Effective Time or the date upon which the Arrangement Agreement is terminated pursuant to its terms, the Company shall, and shall cause its Subsidiaries and its representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of the Arrangement Agreement with any Person (other than any Sponsor) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall:

(a) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary; and

(b) request, and exercise all rights it has to require: (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person other than the Sponsors since June 30, 2016; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary, to the extent that such information has not previously been returned or destroyed, using its commercially reasonable efforts to ensure that such requests are fully complied with to the extent the Company is entitled.

The Company has also represented and warranted, covenanted and agreed that: (a) it shall take all commercially reasonable action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party; and (b) neither the Company, nor any Subsidiary nor any of their respective representatives have released or will, without the prior written consent of the Sponsors, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged by the Sponsors that the automatic termination or release of any

standstill restrictions of any such agreements as a result of entering into and announcing the Arrangement Agreement shall not be a violation of the Arrangement Agreement).

From and after the date of the Arrangement Agreement, if the Company or any of its Subsidiaries or any of their respective representatives, receives any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall: (a) immediately notify the Sponsors, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person; and (b) at the reasonable request of the Sponsors, shall keep the Sponsors reasonably informed of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to the terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request.

From and after the date of the Arrangement Agreement and notwithstanding the non-solicitation covenants in the Arrangement Agreement, inclusive, or any other agreement between the Parties or between the Company and any other Person, if at any time, prior to obtaining the Required Securityholder Approvals, the Company receives any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, the Company may enter into, engage and participate in, facilitate and maintain, discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:

(a) the Board first determines in good faith, after consultation with the Company’s financial advisor(s) and outside legal counsel, that (i) such inquiry, proposal or offer constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (notwithstanding that such inquiry, proposal offer may be subject to a financing and/or due diligence condition at such time); and (ii) failure to enter into, engage and participate in, facilitate and maintain, discussions or negotiations with, and otherwise cooperate with and assist, such Person would be inconsistent with its fiduciary duties;

(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Company or any of its Subsidiaries;

(c) such inquiry, proposal or offer did not result from a breach by the Company of its obligations under the non-solicitation covenants in the Arrangement Agreement and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Sponsors; and

(d) prior to providing any such copies, access, or disclosure, the Company enters into an Acceptable Confidentiality Agreement with such Person.

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Securityholder Approvals, the Board may, subject to compliance with certain termination obligations in the Arrangement Agreement that require the payment of the Termination Fee, enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction;

(b) such Acquisition Proposal did not result from a material breach by the Company of its obligations under the non-solicitation covenants in the Arrangement Agreement;

(c) the Company has delivered to the Sponsors a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”);

(d) the Company has provided the Sponsors with a copy of the proposed definitive agreement for the Superior Proposal;

(e) at least five (5) Business Days (the “Matching Period”) have elapsed from the date that is the later of the date on which the Sponsors received the Superior Proposal Notice and a copy of the proposed definitive agreement for the Superior Proposal from the Company;

(f) during any Matching Period, the Sponsors have had the opportunity (but not the obligation), in accordance with the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) if the Sponsors have offered to amend the Arrangement Agreement and the Arrangement under the Arrangement Agreement, the Board has determined in good faith, after consultation with the Company’s financial advisor(s) and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Sponsors under the Arrangement Agreement;

(h) the Board has determined in good faith, after consultation with the Company’s outside legal counsel that failure to enter in a definitive agreement with respect to such Superior Proposal and/or failure to withdraw or modify the Board Recommendation, in each case, would be inconsistent with its fiduciary duties; and

(i) prior to, or concurrently with, entering into such definitive agreement the Company terminates the Arrangement Agreement pursuant to the Arrangement Agreement and pays the Termination Fee.

During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review any offer made by the Sponsors under (g) above to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously determined to constitute a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Sponsors to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Sponsors to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Sponsors and the Company, and the Sponsors shall amend the Arrangement Agreement to reflect such offer made by the Sponsors, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this provision in the Arrangement Agreement, and the Sponsors shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the Sponsors received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company.

The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or if the Board determines that a proposed amendment to the terms of the Arrangement Agreement as contemplated under this provision in the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal, as the case may be. The Company shall provide the Sponsors and their respective outside legal counsel with a reasonable

opportunity to review the form and content of any such press release and shall give reasonable consideration to any comments thereon.

If the Company provides a Superior Proposal Notice to the Sponsors within seven (7) days of the Company Meetings, the Company may adjourn or postpone the Company Meetings to a date that is not more than five (5) Business Days after the scheduled date of the Company Meetings.

Each of the Sponsors agrees that all information that may be provided to it by the Company with respect to any actual or contemplated Superior Proposal pursuant to the Arrangement Agreement shall be treated as if it were “Confidential Information” as that term is defined in their respective Confidentiality Agreements and shall not be disclosed or used except in accordance with the provisions of such applicable Confidentiality Agreement, in accordance with certain confidentiality obligations in the Arrangement Agreement, or in order to enforce their rights under the Arrangement Agreement in legal proceedings.

Representations and Warranties

The Arrangement Agreement contains certain customary representations and warranties of the Company relating to: (a) organization and qualification; (b) authority relative to the Arrangement Agreement; (c) the execution and binding nature of the Arrangement Agreement; (d) governmental authorizations; (e) non-contravention; (f) capitalization; (g) shareholders’ and similar agreements; (h) Subsidiaries; (i) Securities Law matters; (j) financial statements; (k) disclosure controls and internal control over financial reporting; (l) auditors; (m) no undisclosed liabilities; (n) absence of certain changes or events; (o) long-term derivative transactions; (p) related party transactions; (q) no “collateral benefit”; (r) compliance with Laws; (s) authorizations; (t) director and officer support; (u) material contracts; (v) real property; (w) environmental matters; (x) assets; (y) intellectual property; (z) content rights and content licenses; (aa) litigation; (bb) employees; (cc) collective agreements; (dd) employee plans; (ee) insurance; (ff) customers and suppliers; (gg) taxes; (hh) the Financial Advisor Opinions; (ii) brokers; (jj) Board approval; (kk) money laundering; (ll) export controls; (mm) sanctions; (nn) anti-corruption; (oo) indemnification agreements; and (pp) other agreements in connection with a change of control of the Company.

The Arrangement Agreement contains certain customary representations and warranties of the Sponsors relating to: (a) organization and qualification; (b) authority relative to the Arrangement Agreement; (c) the execution and binding nature of the Arrangement Agreement; (d) governmental authorizations; (e) non-contravention; (f) litigation; (g) holding of securities of the Company; (h) the limited guarantee of the Apollo Sponsor’s obligations under the Arrangement Agreement by certain funds managed or controlled by AGM; (i) the Apollo Equity Commitment Letter; and (j) the Debt Commitment Letter.

Conditions to the Arrangement

Mutual Conditions

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(a) The Arrangement Shareholder Resolution has been approved and adopted by the Company Shareholders at the Company Shareholder Meeting in accordance with the Interim Order;

(b) The Arrangement Noteholder Resolution has been approved and adopted by the Company Noteholders at the Company Noteholder Meeting in accordance with the Interim Order;

(c) The Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to the Company or any Sponsor, each acting reasonably, on appeal or otherwise;

(d) Each of the Regulatory Approvals has been received and is in force and has not been modified;

(e) The Articles of Arrangement to be sent to the Director under the CBCA in accordance with the Arrangement Agreement shall be in a form and content satisfactory to the Company and the Sponsors, each acting reasonably;

(f) No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Sponsors from consummating the Arrangement (other than a Law relating to a regulatory approval that is not a Regulatory Approval);

(g) The U.S. Court has entered the U.S. Recognition Order, and such order has not been set aside or modified in a manner unacceptable to the Company or any Sponsor, each acting reasonably, on appeal or otherwise;

(h) The Debt Commitment Letter shall not have been terminated and the Sponsors shall be satisfied, acting reasonably, that the Credit Facility Refinancing and the funding of the New Credit Facility in a manner consistent in all material respects with the terms and conditions of the Debt Commitment Letter shall occur prior to or concurrently with the Closing (the “Credit Facility Refinancing Condition”); and

(i) The Continuance and Domestication Resolution has been approved and adopted by the Company Shareholders at the Company Shareholder Meeting and arrangements reasonably satisfactory to the Sponsors for the Continuance and Domestication shall have been made.

Additional Conditions Precedent to the Obligations of the Sponsors

The Sponsors are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Sponsors and may only be waived, in whole or in part, by the Sponsors in their sole discretion:

(a) (i) certain representations and warranties of Company with respect to organization and qualification, corporate authorization, execution and binding obligation, absence of certain changes or events, Financial Advisor Opinions, brokers and other agreements in the Arrangement Agreement shall be true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time as if made at such time; (ii) certain representations and warranties of Company with respect to governmental authorization, non-contravention, money laundering, export controls, sanctions and anti-corruption shall be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the date of the Arrangement Agreement and are true and correct in all material respects as of Effective Time as if made at such time; (iii) certain of the representations and warranties made by the Company with respect to capitalization shall be true and correct in all respects (other than de minimis inaccuracies) as of the date of the Arrangement Agreement and are true and correct in all respects (other than de minimis inaccuracies) as of the Effective Time as if made at such time; and (iv) all other representations and warranties of Company shall be true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the date of the Arrangement Agreement and are true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the Effective Time as if made at such time, except, in the case of this clause (iv), where the failure to be so true and correct in all respects, individually or in the aggregate, would not result in a Material Adverse Effect; except, in the case of each subclause of this clause (a), for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Company has delivered a certificate confirming same to the Sponsors, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Sponsors and dated the Effective Date;

(b) the Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in the Arrangement Agreement to be fulfilled or complied with by it on or

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prior to the Effective Date, and has delivered a certificate confirming same to the Sponsors, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Sponsors and dated the Effective Date;

(c) the aggregate number of Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn as at 5:00 p.m. on the Determination Date shall not exceed 5% of the issued and outstanding Company Common Shares;

(d) the MMGSA Note Redemption shall have occurred substantially concurrently with Closing pursuant to the terms of the Arrangement Agreement;

(e) since the date of the Arrangement Agreement there shall not have occurred any Material Adverse Effect;

(f) each of the Definitive Documents shall contain terms and conditions consistent in all material respects with the Arrangement Agreement;

(g) the Sponsors shall have been reimbursed the reasonable fees and expenses, in accordance with the Arrangement Agreement and applicable engagement letters among the Sponsors and their advisors, including amounts in respect of an estimate of any fees and expenses expected to be incurred up to and following completion of the Arrangement, provided the Sponsors shall have advised the Company of those expenses at least five (5) Business Days prior to the Effective Date; and

(h) the Company shall have entered into, executed, delivered, and filed, as applicable, any organizational and governance documents necessary to reflect the terms of the Governance Term Sheet, including a fully executed securityholders agreement entered into by and among the Company and each of the Sponsors reflecting the Governance Term Sheet, in each case, which organizational, governance, and securityholders agreements shall be in form and substance acceptable to the Sponsors, acting reasonably.

Additional Conditions Precedent to the Obligations of the Company

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

(a) the representations and warranties of each of the Sponsors were true and correct in all material respects as of the date of the Arrangement Agreement and are true and correct as of the Effective Time except to the extent that the failure or failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede the completion of the transactions contemplated by the Arrangement Agreement, and each of the Sponsors has delivered a certificate confirming same to the Company, executed by two senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date; and

(b) each of the Sponsors has fulfilled or complied in all material respects with each of its covenants contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and each of the Sponsors has delivered a certificate confirming same to the Company, executed by two (2) senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

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Termination

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or

(b) the Company or any Sponsor, if:

i. the Required Securityholder Approvals are not obtained at the Company Meetings in accordance with the Interim Order, provided that a Sponsor may not terminate the Arrangement Agreement pursuant to the Arrangement Agreement if the failure to obtain the Required Securityholder Approvals has been caused by, or is a result of, a breach by such Sponsor of any of its representations or warranties or the failure of such Sponsor to perform any of its covenants or agreements under the Arrangement Agreement;

ii. after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or any Sponsor from consummating the Arrangement, and such Law has, if applicable, become final and non- appealable, provided the Party seeking to terminate the Arrangement Agreement pursuant to the Arrangement Agreement has used its commercially reasonable efforts to (to the extent within its control), as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

iii. the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

i. a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any Sponsor under the Arrangement Agreement occurs that would cause certain of the conditions precedent to the Company’s obligation to perform under the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of the Arrangement Agreement; provided that the Company is not then in breach of the Arrangement Agreement so as to cause any of the conditions precedent to the Sponsor’s obligation to perform under the Arrangement Agreement not to be satisfied; or

ii. prior to obtaining the Required Securityholder Approvals, the Board authorizes the Company to enter into a definitive written agreement with respect to a Superior Proposal, provided the Company is then in compliance with the relevant provisions of the Arrangement Agreement in all material respects and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with the Arrangement Agreement;

(d) any Sponsor, if:

i. a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause certain of the conditions precedent to the Sponsors’ obligation to perform under the Arrangement Agreement not to be satisfied, and such breach or failure is

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incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of certain notice and cure provisions of the Arrangement Agreement; provided that no Sponsor is then in breach of the Arrangement Agreement so as to cause any of the conditions precedent to the Company’s obligation to perform under the Arrangement Agreement not to be satisfied;

ii. the milestones set forth in the Arrangement Agreement (as may be extended or amended) have not been met;

iii. the Board fails to recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so, or fails to publicly reaffirm within three (3) Business Days after having been requested in writing by the Sponsors to do so, the Board Recommendation, or takes no position or a neutral position with respect to an Acquisition Proposal for more than three (3) Business Days after the first public announcement of an Acquisition Proposal (a “Change in Recommendation”); or

iv. there has occurred a Material Adverse Effect after the date of the Arrangement Agreement.

If the Arrangement Agreement is no longer effective or is terminated pursuant to the Arrangement Agreement, the Arrangement Agreement shall immediately become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to the Arrangement Agreement (other than as set forth in certain indemnification obligations set out in the Arrangement Agreement and subject to the limitations set forth therein), each Party thereto shall be released from its commitments, undertakings and agreements under or related to the Arrangement Agreement and any of the Definitive Documents, as applicable (including any and all tenders, votes, and consents), and there shall be no liability (other than as set forth in certain indemnification obligations set out in the Arrangement Agreement and subject to the limitations set forth therein) or obligation on the part of any Party thereto, except that certain covenants that, by their nature, are intended to survive Closing of the Arrangement shall so survive in accordance with their terms, and certain covenants and the provisions of the Confidentiality Agreements shall survive the termination of the Arrangement Agreement in accordance with their terms.

Termination Fee

Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay 58.27553% of the Termination Fee to the Apollo Sponsor and 41.72447% of the Termination Fee to the GSO Sponsors in the amounts and as directed by GSO / Blackstone Debt Funds Management LLC, in each case in accordance with the Arrangement Agreement.

For the purposes of the Arrangement Agreement, “Termination Fee” means C$1.5 million, and “Termination Fee Event” means the termination of the Arrangement Agreement:

(a) by any Sponsor, if the Board makes a Change in Recommendation;

(b) by the Company if the Company enters into a Superior Proposal;

(c) by the Company or any Sponsor if the Required Securityholder Approvals are not obtained or if the Effective Time is not prior to the Outside Date (unless the Effective Time is delayed beyond the Outside Date as a result of the breach or failure to perform of the party seeking termination), or by any Sponsor pursuant to certain breaches of covenants by the Company, if:

i. prior to such termination, an Acquisition Proposal is publicly announced (or, in the case of a termination by a Sponsor pursuant to certain breaches of covenants by the Company only, otherwise communicated to the Company) by any Person (other than any Sponsor

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or any of its Affiliates) or any Person (other than any Sponsor or any of its Affiliates) shall have publicly announced an intention to do so; and

ii. within one (1) year following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of such Acquisition Proposal, and an Acquisition Proposal is later consummated (whether or not within one (1) year after such termination);

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in the Arrangement Agreement, except that references to “20% or more” shall be deemed to be references to “50%” or more.

The Termination Fee shall be paid by the Company as follows, by wire transfer of immediately available funds:

(x) if a Termination Fee Event occurs due to a termination of the Arrangement Agreement described in (a) above, within three (3) Business Days of the occurrence of such Termination Fee Event;

(y) if a Termination Fee Event occurs due to a termination of the Arrangement Agreement described in (b) above, concurrently with such termination;

(z) if a Termination Fee Event occurs due to a termination of the Arrangement Agreement described in (c) above, and the other requirements of (c) above are met, on the consummation of the Acquisition Proposal referred to in (c) above.

Any Termination Fee payable by the Company pursuant to the Arrangement Agreement shall be paid free and clear of and without deduction or withholding for, or on account of, any present or future Taxes, except as required by applicable Law.

Fees and Expenses

Subject to the below paragraph, upon the earlier of the Closing or the termination of the Arrangement Agreement, the Company shall, in addition to payment of any Termination Fee payable pursuant to the Arrangement Agreement, reimburse the Sponsors for: (i) all reasonable fees and expenses incurred pursuant to applicable engagement letters or other agreement among the Sponsors and their advisors and in connection with the Arrangement and the transactions related thereto and the CBCA Proceedings, including, without limitation, by paying the reasonable fees and expenses of the Sponsors’ advisors charged at their standard rates, and (ii) any filing or related fees or expenses payable to a Governmental Entity in connection with a Regulatory Approval (the “Fee Reimbursement Amount”); provided, that, invoices in respect such amounts shall be delivered to the Company by the Sponsors: (a) in the case of payment of the Fee Reimbursement Amount upon Closing, at least three (3) Business Days prior to the Closing and (b) in the case of payment of the Fee Reimbursement Amount upon the termination of the Arrangement Agreement, within three (3) Business Days of the delivery to the Company by the Sponsors invoices in respect of such amounts.

Notwithstanding anything set forth in the preceding paragraph, but subject in all respects to certain indemnification and reimbursement obligations arising out of willful or material breaches by the Company: (a) in the event the termination of the Arrangement Agreement is caused by or results from the failure to satisfy the Credit Facility Refinancing Condition and all other conditions precedent have been satisfied, the Company shall reimburse the Sponsors for up to $2 million of the Fee Reimbursement Amount; (b) in the event the Arrangement Agreement is terminated for a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any Sponsor, the Company shall not be required to reimburse the Sponsor for any fees and expenses; and (c) in the event the Arrangement Agreement is terminated for any other reason (other than the Closing), in no event shall the Fee Reimbursement Amount exceed $10 million.

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Remedies and Limitation on Liability

The Arrangement Agreement restricts the circumstances in which the Company can seek specific performance and other equitable relief. The right of the Company to enforce the Sponsors’ obligations to advance the funds required to backstop the New Capital Offering or take any other action as would be required to consummate the Arrangement is subject to the requirements that: (a) all conditions to Closing set forth in the Arrangement Agreement shall have been and continue to be satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing assuming that the Debt Financing has been funded), (b) the Debt Financing has been funded or will be funded at the Closing if the funds required to backstop the New Capital Offering are funded at the Closing, (c) the Sponsors failed to consummate the Arrangement within five Business Days of the satisfaction or waiver of the conditions to Closing contained in the Arrangement Agreement, (d) the Company shall have irrevocably confirmed in a written notice to the Sponsor that if specific performance is granted and the funds required to backstop the New Capital Offering and Debt Financing are funded, then it would take such actions that are required the Arrangement Agreement to cause the Closing to occur; and (e) the Sponsors fail to advance the funds required to backstop the New Capital Offering within two (2) days of the irrevocable written confirmation referred to in (d) above. In no event will the Company be entitled to enforce or seek to enforce specifically the Sponsors’ obligation to cause the funds required to backstop the New Capital Offering to be funded or to complete the Arrangement if the Debt Financing has not been funded (or will not be funded at the Closing if the funds required to backstop the New Capital Offering are funded at the Closing).

The Arrangement Agreement also imposes a maximum aggregate monetary liability, whether in equity or at law, in contract, in tort, or otherwise, of the Sponsors and their affiliates (a) under the Arrangement Agreement, the Debt Commitment Letter, the Apollo Equity Commitment Letter, the Apollo Guarantee or the transactions contemplated thereby (including monetary damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance); (b) in connection with the failure of the Arrangement (including the Debt Financing and the equity financing committed by the Sponsors) to be consummated; or (c) in respect of any representation or warranty made or alleged to have been made in connection with the Arrangement Agreement, of $2.5 million (the “Maximum Liability Amount”). The liability of the Sponsors shall not under any circumstances exceed the Maximum Liability Amount and each Sponsor’s individual liability shall not exceed its pro rata share of the Maximum Liability Amount as determined in accordance with the Arrangement Agreement.

Notwithstanding anything to the contrary above, the Arrangement Agreement provides that, although the Company, in its sole discretion, may determine its choice of remedies under the Arrangement Agreement, including by pursuing specific performance in accordance with and subject to the limitations described above, under no circumstances will the Company, directly or indirectly, be permitted or entitled to receive both specific performance of the type contemplated described above and any monetary damages or other payments.

Insurance and Indemnification

The Arrangement Agreement imposes certain obligations upon the Company and the Sponsors for the protection of their respective present and former officers and directors, including obligations upon the Company and the Sponsors with respect to maintenance of directors’ and officers’ liability insurance; obligations upon Company and the Sponsors with respect to survival and continuance of existing indemnification and exculpation in favour of the Company’s present and former officers and directors; and the obligation upon New Mood with respect to the assumption of the foregoing obligations in the event of consolidation, merger or transfer or conveyance of all or substantially all of the properties and assets of New Mood or any of its Subsidiaries or their respective successors.

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Procedure for the Arrangement Becoming Effective

The Arrangement is proposed to be carried out pursuant to Section 192 of the CBCA. The following procedural steps must be taken for the Arrangement to become effective:

(a) the Arrangement Shareholder Resolution must be approved by the Company Shareholders at the Company Shareholder Meeting either in person or by proxy in the manner required by the Interim Order;

(b) the Arrangement Noteholder Resolution must be approved by the Company Shareholders at the Company Noteholder Meeting either in person or by proxy in the manner required by the Interim Order;

(d) all conditions precedent to the Arrangement set forth in the Arrangement Agreement must be satisfied or waived by the appropriate party;

(e) the Final Order, Articles of Arrangement and related documents, in the form prescribed by the CBCA, must be filed with the Director; and

(f) promptly following receipt of the Certificate of Arrangement, a certificate of domestication for the Company will be filed in the State of Delaware to complete the Continuance and Domestication.

Pursuant to the Interim Order, the number of votes required to pass the Arrangement Shareholder Resolution shall be (i) at least 662/3% of the votes cast by Company Shareholders, either in person or by proxy, at the Company Shareholder Meeting and (ii) at least a majority of the votes cast by Company Shareholders, excluding any votes attached to Company Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, and the number of votes required to pass the Arrangement Noteholders Resolution shall be at least 662/3% of the votes cast by Company Noteholders present in person or represented by proxy at the Company Noteholder Meeting where each $1,000 principal amount of Company Notes entitled to be voted at the Company Noteholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Noteholder Meeting. Notwithstanding the foregoing, each of the Arrangement Resolutions authorizes the Board, without further notice to or approval of the Company Securityholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If each of the Arrangement Resolutions is not approved by the Company Shareholders and Company Noteholders, respectively, the Arrangement cannot be completed. See Appendix A to this Circular for the full text of the Arrangement Shareholder Resolution and Appendix B to this Circular for the full text of the Arrangement Noteholder Resolution. See also “Part IV — General Proxy Matters — Procedure and Votes Required.”

Court Approvals

Interim Order

On May 18, 2017, the Court granted the Interim Order facilitating the calling of the Company Meetings, prescribing the conduct of the Company Meetings and other matters. The Interim Order is attached as Appendix D to this Circular.

Final Order

The CBCA provides that an arrangement requires Court approval. Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolutions are approved by Company Securityholders at the Company Meetings in the manner required by the Interim Order, the Company will apply to the Court for the Final Order.

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The application for the Final Order approving the Arrangement is scheduled for June 20, 2017 at 9:30 a.m. (Toronto time), or as soon thereafter as counsel may be heard, at the Ontario Superior Court (Commercial List), 330 University Avenue, Toronto, Ontario. At the hearing, any Company Securityholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon the Company on or before 5:00 p.m. (Toronto time) on June 16, 2017, a Notice of Appearance setting out their address for service and indicating whether such Company Securityholder or other interested party intends to support or oppose the application or make submissions thereat, together with a summary of the position such shareholder or other interested party intends to advocate before the Court and any evidence or materials which such party intends to present to the Court. Service of such notice shall be effected by service upon the solicitors of the Company: Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario M5L 1B9, Attention: Alexander Rose. See Appendix E, “Notice of Application,” and the solicitors of the Sponsors: Goodmans LLP, 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7 Attention: Brendan O’Neill.

The New Company Common Shares, New Company Notes and Substituted New Company Notes to be issued under the Arrangement and the other transactions contemplated by the Arrangement Agreement (excluding the New Company Common Shares to be offered and sold in the New Capital Offering) are being offered and sold in reliance on the exemption from registration under the U.S. Securities Act set forth in Section 3(a)(10) thereof, which exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court has been advised that if the terms and conditions of the Arrangement are approved by the Court, the Company intends to use the Final Order of the Court approving the Arrangement as a basis for the exemption from registration under the U.S. Securities Act of the New Company Common Shares and New Company Notes to be issued pursuant to the Arrangement. Therefore, subject to the additional requirements of Section 3(a)(10), should the Court make a Final Order approving the Arrangement, New Company Common Shares and New Company Notes issued pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act.

The Company has been advised by its counsel that the Court has broad discretion under the CBCA when making orders with respect to the Arrangement and that the Court, in hearing the application for the Final Order, will consider, among other things, the fairness and reasonableness of the Arrangement to the Company Securityholders and any other interested party as the Court determined appropriate, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit. Depending upon the nature of any required amendments, the Company may determine not to proceed with the Arrangement.

Chapter 15 Proceedings

The Company intends to commence the Chapter 15 Proceedings before the U.S. Court for the purposes of recognizing, approving and giving effect to the CBCA Proceedings and the Plan of Arrangement in the United States. The entry of the U.S. Recognition Order is a condition to the closing of the Arrangement.

Regulatory Approvals

In addition to the approval of the Arrangement Resolutions by the Company Securityholders and the approval of the Continuance and Domestication by the Company Shareholders, the approval of the Court and the entry of the U.S. Recognition Order by the U.S. Court, it is a condition precedent to the implementation of the Arrangement that all requisite regulatory approvals be obtained, including, (a) with respect to the Apollo Sponsor, merger control filings and clearances in Russia, Austria and Germany (and, in the event that the BIS Sale is terminated prior to the Effective Date, the Netherlands), and, (b) with respect to the GSO Sponsors, merger control filings and clearances in Austria and Germany. See “Part I — The Arrangement — The Arrangement Agreement — Conditions to the Arrangement — Mutual Conditions.”

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Continuance and Domestication

In connection with the Arrangement, the Board has determined that it is in the best interests of the Company to effect the Continuance and Domestication, and approve a new certificate of incorporation and bylaws to be effective as of the effective time of the Domestication.

The Company Shareholders will be asked at the Company Shareholder Meeting to pass the Continuance and Domestication Resolution (attached as Appendix C to this Circular) authorizing the Company to effect Continuance of the Company out of the laws of Canada and, upon receipt of the Certificate of Arrangement, to file a certificate of corporate domestication and a certificate of incorporation for the Company with the Office of the Secretary of State of the State of Delaware. The Board has unanimously approved the Continuance and Domestication to the State of Delaware, and the related certificate of incorporation and bylaws, and believes the Continuance and Domestication to be in the best interests of the Company and the Company Shareholders, and unanimously recommends the approval of the Continuance and Domestication Resolution by the Company Shareholders at the Company Shareholder Meeting.

Section 190 of the CBCA gives Registered Holders of Company Common Shares who object to the Continuance and Domestication the right to dissent, and if the Continuance and Domestication is effected, to be paid by the Company the fair value of its Company Common Shares. Exercise of the right of dissent requires strict compliance with the applicable provisions of the CBCA. See “Part I — The Arrangement — Right to Dissent.”

Company Shareholders should consult their legal advisors regarding all of the implications of the transactions contemplated in the Continuance and Domestication Resolution. See “Part I — The Arrangement — Effect of the Arrangement — Continuance and Domestication, Delisting from TSX and Ceasing to be a Reporting Issuer.”

Effects of Change of Jurisdiction

The Company is currently governed by the provisions of the CBCA. Upon receipt of a notice satisfactory to the Director appointed under the CBCA that the Company has filed the certificate of corporate domestication and the certificate of incorporation with the Office of the Secretary of State of the State of Delaware, the Director appointed under the CBCA shall file the notice and issue a certificate of discontinuance.

The Domestication will become effective on the effective time set out in the certificate of corporate domestication and the certificate of incorporation, as filed with the office of the Secretary of State of the State of Delaware. Thereafter, the CBCA will no longer apply to the Company, and the Company will be subject to the DGCL, certificate of incorporation filed in Delaware and the bylaws, and for the purposes of the DGCL the Company will be deemed to have commenced on June 17, 2008, the date of its original continuance under the CBCA. A copy of the proposed certificate of incorporation to be filed in Delaware is attached as Exhibit “I” to Appendix C of this Circular. In conjunction with the Domestication, the Board intends to adopt bylaws, a copy of which are attached is attached as Exhibit “I” to Appendix C of this Circular. Conversely, the Company will be discontinued in Canada as of the date the Director appointed under the CBCA issues a certificate of discontinuance.

The Domestication to Delaware will not interrupt the Company’s corporate existence or operations for all purposes of Delaware law, and the Company will be deemed to be the same entity as it currently exists in Canada. Each outstanding New Company Common Share at the time of the Domestication will be automatically converted into an identical share of New Mood’s common stock after the Company’s corporate existence is continued from Canada and domesticated in Delaware under the DGCL. However, certificates representing issued and outstanding New Company Common Shares immediately prior to the Domestication will continue to represent the same number of shares of New Mood’s common stock into which such New Company Common Shares will have been automatically converted in the Domestication without any action on the holders of New Company Common Shares’ part. After the effectiveness of the Domestication, holders of New Company Common Shares will not be required to exchange any share certificates, and New Mood will only issue new certificates to the holders of New Company Common Shares at their request or upon a transfer of a shareholder’s shares of New Mood common stock represented by such certificates.

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While the rights and privileges of shareholders of a Delaware corporation are, in many instances, comparable to those of shareholders of a CBCA corporation, there are certain differences. Attached as Appendix R to this Circular is a summary of the some of the significant differences in shareholder rights, and an overview of the general effects of the Continuance and Domestication. This summary is not intended to be complete and is qualified in its entirety by reference to the DGCL, the CBCA and the governing corporate instruments of New Mood, including the certificate of incorporation to be filed in Delaware in conjunction with the Continuance and Domestication and the bylaws are to be adopted by the Board immediately thereafter.

To be effective, the Continuance and Domestication Resolution requires approval of not less than 662/3% of the votes cast by Company Shareholders, in person or by proxy, at the Company Shareholder Meeting. Assuming that the requisite Company Shareholder approval is obtained for the passing of the Continuance and Domestication Resolution, the Board retains the right not to proceed with all or any part of the Continuance and Domestication if it determines that completing such would not be in the best interests of the Company or Company Shareholders. The duration of the authorization and approval resulting from a favourable Company Shareholder vote on the Continuance and Domestication is until October 12, 2017.

Timing

The Arrangement will become effective as of the Effective Time on the Effective Date, which is expected to be the date of the filing with the Director of the Articles of Arrangement and a copy of the Final Order, together with such other materials as may be required by the Director.

The Effective Date could be delayed, however, for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order or the failure to receive any required regulatory approvals on acceptable terms and conditions in a timely manner.

Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by October 12, 2017, which date can be extended upon the agreement in writing between the Parties.

Deposit, Payment and Issuance Procedures Pursuant to the Arrangement

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out above and in the Letter of Transmittal is entitled to a payment of Share Cash-Out Consideration in accordance with the Arrangement and after receipt of all required documents, a cheque or a wire transfer representing the Share Cash-Out Consideration payable under the Arrangement to such Registered Holder of Company Common Shares will be paid to such Registered Holder.

The participation and settlement procedures for the New Capital Offering are separate and distinct from the foregoing procedures related to the Arrangement. For more information regarding the participation and settlement procedures for Participating Noteholders in the New Capital Offering (other than the Sponsors), please refer to “— Effect of the Arrangement — Share Capital of the Company and New Mood— Participation in the New Capital Offering by Non-Sponsor Noteholders.”

Additional copies of the Letters of Transmittal are also available by contacting Kingsdale Advisors by using the contact details listed on the back page of this Circular.

The use of the mail to transmit certificates representing Company Common Shares or Company Notes and a Letter of Transmittal will be at the risk of the Registered Holder thereof. The Company recommends that such certificates and documents be delivered by hand to the Depositary and a receipt therefor be obtained or that registered mail be used.

Except as otherwise provided in the instructions in the applicable Letter of Transmittal, all signatures on: (a) the Letters of Transmittal; and (b) the certificates representing Company Common Shares or Company Notes, must be guaranteed by an Eligible Institution.

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deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

Treatment of Fractional New Company Common Shares and New Company Notes

Mail Service Interruption

Notwithstanding the provisions of this Circular, the Letters of Transmittal, the Arrangement Agreement or Plan of Arrangement, certificates representing New Company Common Shares or New Company Notes, and certificates representing Company Common Shares or Company Notes to be returned if applicable, will not be mailed if the Company determines that delivery thereof by mail may be delayed.

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Persons entitled to certificates and other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the deposited certificates representing Company Common Shares and Company Notes in respect of which certificates are being issued were originally deposited upon application to the Depositary until such time as the Company has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing, certificates and other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are available for delivery at the office of the Depositary at which the Company Common Shares and Company Notes were deposited.

Lost Certificates

If any certificate which immediately prior to the Effective Time represented an interest in outstanding Company Common Shares or Company Notes that were transferred or cancelled, as applicable, pursuant to the Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to have been lost, stolen or destroyed, New Mood or the Depositary will issue and deliver in exchange for such lost, stolen or destroyed certificate, the Share Cash-Out Consideration or the New Company Common Shares and New Company Notes, as applicable, to which the holder is entitled pursuant to the Plan of Arrangement. When authorizing such issuance and delivery in exchange for any lost, stolen or destroyed certificate, the person whom such Share Cash-Out Consideration or New Company Common Shares and New Company Notes, as applicable, is to be issued and delivered shall, as a condition precedent to the delivery of such Share Cash-Out Consideration or the New Company Common Shares and New Company Notes, as applicable, give a bond satisfactory to New Mood (acting reasonably) in such sum as New Mood may direct, or otherwise indemnify New Mood in a manner satisfactory to New Mood, acting reasonably, against any claim that may be made against New Mood with respect to the certificate alleged to have been lost, stolen or destroyed.

Right to Dissent

Arrangement Shareholder Resolution

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Holders of Company Common Shares with Dissent Rights in respect of the Arrangement Shareholder Resolution pursuant to section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order. Pursuant to section 190 of the CBCA as modified and supplemented by the Interim Order, Registered Holders of Company Common Shares have Dissent Rights in respect of the Arrangement Shareholder Resolution and the right to be paid an amount equal to the fair value of their Company Common Shares as of the close of business on the Business Day before the Arrangement Shareholder Resolution was approved. Company Shareholders are cautioned that fair value could be determined to be less than the value of the Share Cash-Out Consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a Dissenting Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and United States federal income tax laws than had such Company Shareholder submitted his or her Company Common Shares to the Company for the Share Cash-Out Consideration pursuant to the Arrangement. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Shareholder of consideration for such Dissenting Shareholder’s Dissenting Shares.

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and registered in the Dissenting Shareholder’s name. One consequence of this provision is that only a Registered Holder of Company Common Shares may exercise the Dissent Rights in respect of Company Common Shares that are registered in that Registered Holder’s name.

The Company is required within 10 days after the Company Shareholders adopt the Arrangement Shareholder Resolution to notify each Dissenting Shareholder that the Arrangement Shareholder Resolution has been adopted. Such notice is not required to be sent to any Company Shareholder that voted in favour of the Arrangement Shareholder Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder that has not withdrawn its Dissent Notice prior to the Company Shareholder Meeting must, within 20 days after receipt of notice that the Arrangement Shareholder Resolution has been adopted, or if the Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Shareholder Resolution has been adopted, send to the Company a Demand for Payment. Within 30 days after sending the Demand for Payment, the Dissenting Shareholder must send to the Company certificates representing the Dissenting Shares. The Company or the Depositary will endorse on share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the share certificates to the Dissenting Shareholder. A Dissenting Shareholder that fails to make a Demand for Payment in the time required, or

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to send certificates representing Dissenting Shares in the time required, has no right to make a claim under section 190 of the CBCA.

Under section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, after sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares by the Company as determined pursuant to the Interim Order, unless: (a) the Dissenting Shareholder withdraws its Dissent Notice before the Company makes an Offer to Pay; (b) the Company fails to make an Offer to Pay in accordance with subsection 190(12) of the CBCA and the Dissenting Shareholder withdraws the Demand for Payment; or (c) the Board revokes the Arrangement Shareholder Resolution. In (a) and (b), the Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

Pursuant to the Plan of Arrangement, in no case shall the Company, New Mood or any other person be required to recognize any Dissenting Shareholder as a Company Shareholder after the Effective Time, and the names of such Company Shareholders shall be deleted from the list of Registered Holders at the Effective Time. Pursuant to the Plan of Arrangement, Dissenting Shareholders that are ultimately determined to be entitled to be paid the fair value for their Dissenting Shares shall be deemed to have transferred such Dissenting Shares to Mood at the Effective Time.

Pursuant to the Plan of Arrangement, Dissenting Shareholders that are ultimately determined not to be entitled, for any reason, to be paid the fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

The Company is required, not later than seven days after the later of the Effective Date and the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder that has sent a Demand for Payment an Offer to Pay for its Dissenting Shares in an amount considered by the Company to be the fair value of the Dissenting Shares, accompanied by a statement showing the manner in which the fair value was determined. The Company must pay for the Dissenting Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Company does not receive an acceptance within 30 days after the Offer to Pay has been made.

If the Company fails to make an Offer to Pay for a Dissenting Shareholder’s Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Company may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Company fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application. Any such application by the Company or a Dissenting Shareholder must be made to a court in Ontario or a court having jurisdiction in the place where the Dissenting Shareholder resides if the Company carries on business in that province.

Before making any such application to a court itself after receiving a notice that a Dissenting Shareholder has made an application to a court, the Company will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of a Dissenting Shareholder’s right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders that have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any other person is a Dissenting Shareholder that should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Company in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

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Date shall not exceed 5% of the issued and outstanding Company Common Shares. See “Part I — The Arrangement — The Arrangement Agreement — Conditions to the Arrangement” above.

Continuance and Domestication Resolution

Interests of Certain Persons or Companies in the Arrangement

The directors and executive officers of the Company and certain of their associates or affiliates may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of the Company Securityholders. These interests include those described below. The Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by the Company Securityholders.

Company Common Share, Company Option and Company DSU Ownership and Incentive Awards

As of the date of this Circular, the directors and officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 162,146 Company Common Shares, representing less than 1% of the outstanding Company Common Shares (not including the Company Common Shares beneficially owned or controlled by Arbiter or other funds and accounts managed by Arbiter Partners Capital Management, LLC, of which Mr. Levin, a director of the Company, is a principal), an aggregate of 4,200,000 Company Options and an aggregate of 5,067,017 Company DSUs. All Company Common Shares, Company Options and Company DSUs held by directors and executive officers of the Company and their associates and affiliates will be treated in the same fashion under the Arrangement as Company Common Shares, Company Options and Company DSUs held by other Company Shareholders, holders of Company Options and holders of Company DSUs.

In connection with entering into the Arrangement Agreement, the Company entered into voting support agreements with certain directors and officer of the Company.

Interests of Certain Persons in the MMGSA Note Redemption

In connection with the Arrangement, the Company, in consultation with the Sponsors, will take all actions reasonably requested or required to effect the MMGSA Note Redemption, including the funding on the Effective Date the amount of cash necessary for the Company to satisfy and discharge the MMGSA Note Indenture. Pursuant to the terms of such MMGSA Note Indenture, the Company may redeem all or a part of the MMGSA Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption price of 106% of the principal amount of the

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MMGSA Notes, plus accrued and unpaid interest, if any, on MMGSA Notes redeemed on or after August 6, 2017, but prior to August 6, 2018.

Arbiter and other funds and accounts managed by Arbiter Partners Capital Management, LLC currently beneficially owns or controls 32,128,324 Company Common Shares, as well as $12,130,000 aggregate principal amount of MMGSA Notes, which will be redeemed at a redemption price of approximately $12,857,800 pursuant to the MMGSA Note Redemption, in accordance with the terms and conditions of the MMGSA Note Indenture.

Fidelity currently beneficially owns or controls Company Common Shares, which will be treated in the same fashion under the Arrangement as Company Common Shares held by other Company Shareholders, as well as MMGSA Notes, which will be redeemed pursuant to the MMGSA Note Redemption, in accordance with the terms and conditions of the MMGSA Note Indenture.

Change in Control Provisions

Company Employment Agreements

The Company has entered into individual employment agreements with the following executive officers, pursuant to which such individuals may receive change in control payments or other benefits: Steven Richards (President & Chief Executive Officer), Thomas L. Garrett, Jr. (Executive Vice President & Chief Financial Officer), Ken Eissing (President, In-Store Media), Randal Rudniski (Executive Vice President, Investor Relations & Global Business Development) and Michael Zendan II (Executive Vice President & General Counsel) (collectively, the “Company Employment Agreements”).

The Company Employment Agreements generally provide for compensation in the event of a termination of employment without cause (including termination by the employee for good reason). The severance period for Mr. Garrett, Mr. Eissing, Mr. Rudniski and Mr. Zendan is generally 12 months. The severance period for Mr. Richards is 18 months.

Severance entitlements generally include accrued base salary and prorated target bonus for the year of termination in addition to COBRA benefit payments and benefits.

Pursuant to Mr. Richards’ Company Employment Agreement, upon the occurrence of a Change of Control (as defined in such Company Employment Agreement) if any payment provided to Mr. Richards constitutes an excess “parachute payment” within the meaning of Section 280G(b) of the U.S. Internal Revenue Code of 1986, as amended (each such parachute payment, a “Parachute Payment”) and will result in the imposition on Mr. Richards of an excise tax under Section 4999 of the U.S. Internal Revenue Code of 1986, as amended, the Parachute Payments shall be reduced by an amount that results in the receipt by Mr. Richards on an after-tax basis (including the applicable federal, state and local income taxes, and the excise tax imposed by Section 4999 of the U.S. Internal Revenue Code of 1986, as amended) of the greatest total Parachute Payments.

Change of Control Award Plan

On April 6, 2016, the Board, through its Compensation and Governance Committee, adopted the Corporation’s Employee Retention and Incentive Plan (the “Change of Control Award Plan”). The Change of Control Award Plan was amended on April 12, 2017 to reflect the proposed value of the Arrangement. The Change of Control Award Plan established a cash bonus pool in the aggregate amount of $1,992,500 which was allocated and payable to eligible employees of the Company and its Subsidiaries. The allocated bonus awards under the Change of Control Award Plan will be paid to employees of the Company and its Subsidiaries upon closing of the Arrangement.

Retention Bonus Agreements

On April 12, 2017 and in connection with the Arrangement, the Company entered into retention bonus agreements (the “Retention Bonus Agreements”) with certain employees of the Company and its Subsidiaries in

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the aggregate amount of $3.985 million. Pursuant to the terms of the Retention Bonus Agreements, participant employees were allocated an aggregate bonus award, 50% of which would be paid on the 180th day after the closing of the Arrangement and 50% of which would be paid on the 360th day after the closing of the Arrangement, in each case provided that the participant employee remained actively employed by the Company, New Mood or any of their respective Subsidiaries or affiliates at each payment date. The Retention Bonus Agreements also provided that the aggregate amount of a bonus award allocated to a participant employee will accelerate and become payable in full to such employee if such employee’s employment with the Company, New Mood or any of their respective Subsidiaries or affiliates is terminated by the Company other than for Cause or by the employee with Good Reason (in each case as defined in the Retention Bonus Agreements).

Expenses of the Arrangement

The estimated costs to be incurred by the Company with respect to the Arrangement and related matters including, without limitation, financial advisory, proxy solicitation, accounting and legal fees, the costs of preparation, printing and mailing of this Circular and other related documents and agreements, and stock exchange and regulatory filing fees, are expected to be approximately $34 million in aggregate cash payments, excluding the related expenses for the Change of Control Award Plan and Retention Bonus Agreements.

Pursuant to the Arrangement Agreement and subject to certain exceptions and limitations, the Company shall reimburse the Sponsors for: (a) all reasonable fees and expenses incurred pursuant to applicable engagement letters or other agreement among the Sponsors and their advisors and in connection with the Arrangement and the transactions related thereto and the CBCA Proceedings, including, without limitation, by paying the reasonable fees and expenses of the Sponsors’ advisors charged at their standard rates; and (b) any filing or related fees or expenses payable to a Governmental Entity in connection with a Regulatory Approval.

Securities Law Matters

Canada

The Company is currently a reporting issuer in each of the provinces and territories in Canada.

The distribution of the New Company Common Shares and the New Company Notes pursuant to the Arrangement will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian Securities Laws. The New Company Common Shares and the New Company Notes received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that: (a) the Company is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (b) the trade is not a “control distribution” as defined National Instrument 45-102 — Resale of Securities; (c) no unusual effort is made to prepare the market or to create a demand for the New Company Common Shares or the New Company Notes, as applicable; (d) no extraordinary commission or consideration is paid to a person or company in respect of such sale; and (e) if the selling security holder is an insider or officer of the Company, the selling security holder has no reasonable grounds to believe that the Company is in default of applicable Canadian securities laws.

In connection with the Arrangement, the Company will file an application with the Canadian securities regulatory authorities for the Company to cease to be a “reporting issuer” in Canada. If the Company ceases to be a reporting issuer in Canada, the requirement described in the foregoing clause (a) will not be satisfied and, unless another exemption from the prospectus requirements under Canadian securities legislation is available, the New Company Common Shares and New Company Notes would not be freely tradable in Canada.

MI 61-101

As a reporting issuer in each of the provinces and territories of Canada, the Company is subject to applicable securities laws of such provinces and territories. The securities regulatory authorities in the Provinces of Ontario and Quebec have adopted MI 61-101, which regulates transactions that raise the potential for conflicts of interest.

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MI 61-101 regulates certain types of transactions to ensure fair treatment of security holders when, in relation to a transaction, there are persons in a position that could cause them to have an actual or reasonably perceived conflict of interest or informational advantage over other security holders. If MI 61-101 applies to a proposed transaction of a reporting issuer, then enhanced disclosure in documents sent to security holders, the approval of security holders excluding, among others, “interested parties” (as defined in MI 61-101), and a formal valuation prepared by an independent and qualified valuator, are all mandated (subject to certain exemptions). The protections afforded by MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101). The Arrangement is considered a “business combination” in respect of the Company pursuant to MI 61- 101 since the interest of a holder of a Company Common Share may be terminated without the holder’s consent and Arbiter and Fidelity, each a “related party” (as defined in MI 61-101) of the Company, is entitled to receive a “collateral benefit” (as defined in MI 61-10) under the Arrangement. Accordingly, MI 61-101 requires that, in addition to the approval of the Arrangement Shareholder Resolution by at least 662/3% of the votes cast by Company Shareholders, present in person or represented by proxy, at the Company Shareholder Meeting, the Arrangement would also require the approval of the Arrangement Shareholder Resolution by a simple majority of the votes cast by Company Shareholders, excluding votes cast in respect of Company Common Shares held by Arbiter, other funds and accounts managed by Arbiter Partners Capital Management, LLC, Mr. Levin (a director of the Company and a principal of Arbiter) and Fidelity.

As a result, a total of 52,925,634 Company Common Shares, representing approximately 28.8% of the issued and outstanding Company Common Shares, will be excluded from the majority of minority votes required under MI 61-101 to approve the Arrangement Shareholder Resolution.

Formal Valuation

MI 61-101 also requires that the Company obtain a “formal valuation” of the Company Common Shares in connection with the Arrangement. The Company retained Origin to provide the Special Committee and the Board with a formal valuation of the Company Common Shares as at April 12, 2017. On the basis of the particular assumptions, limitations and qualifications set forth in the Origin Opinions and Valuation, Origin is of the opinion that, as of April 12, 2017, the fair market value of the Company Common Shares is in the range of nil to C$0.29 per Company Common Share. Origin has confirmed that it is independent within the meaning of MI 61-101, and in particular, Origin is not: (a) an associated or affiliated entity or an issuer insider of an Interested Party; (b) an advisor to the Company or any other Interested Party in connection with the Arrangement except in respect of the preparation of the Origin Opinions and the Valuation; (c) a manager or co-manager of a soliciting dealer group formed in respect of the Arrangement (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to other members of the group); or (d) an external auditor of the Company or any Interested Parties. Origin does not have a financial interest in: (i) the completion of the Arrangement or any interested parties thereto or (ii) the conclusion reached in the Origin Opinions and Valuation. Please see “Part I — The Arrangement — Financial Advisors Opinions — Origin Opinions and Valuation” for additional information regarding the Origin Opinions and Valuation. A copy of the Origin Opinions and Valuation is attached as Appendix K-2 to this Circular.

Prior Valuations

To the knowledge of the Company, after reasonable inquiry, there are no prior valuations that would need to be disclosed in connection with the Origin Opinions and Valuation.

Prior Offer

During the previous 24 months, the Company has not received any prior formal offers relating to the Company Common Shares or the Company Notes, or other offers that are otherwise relevant to the Arrangement.

Judicial Developments

The Plan of Arrangement will be implemented pursuant to section 192 of the CBCA, which provides that, where it is not practicable for a corporation to effect a fundamental change in the nature of an arrangement under

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any other provisions of the CBCA, a corporation may apply to the Court for an order approving the arrangement proposed by such corporation. Pursuant to this section of the CBCA, such an application will be made the Company for approval of the Arrangement. See “— Court Approvals — Final Order” above. Although there have been a number of judicial decisions considering this section of the CBCA and applications to various arrangements, there have not been, to the knowledge of the Company, any recent significant decisions which would apply in this instance. Company Securityholders should consult their legal advisors with respect to the legal rights available to them in relation to the Arrangement.

United States

The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement and such issuance will be considered. The Court has been advised that if the terms and conditions of the Arrangement and such issuance are approved by the Court, the Company intends to use the Final Order of the Court approving the Arrangement and such issuance as a basis for the exemption from registration under the U.S. Securities Act of the New Company Common Shares, New Company Notes and Substituted New Company Notes to be issued under the Arrangement (excluding the New Company Common Shares to be offered and sold in the New Capital Offering). Therefore, subject to the additional requirements of Section 3(a)(10), should the Court make a Final Order approving the Arrangement and such issuance of the New Company Common Shares, New Company Notes and Substituted New Company Notes (excluding the New Company Common Shares to be offered and sold in the New Capital Offering) pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act. The Court granted the Interim Order on May 18, 2017 and, subject to the approval of the Arrangement by Company Securityholders and satisfaction of certain other conditions, a hearing in respect of the Final Order will be held on or about June 20, 2017 by the Court. See “Part I — The Arrangement — Court Approvals.”

The New Company Common Shares, New Company Notes and Substituted New Company Notes to be issued under the Arrangement (excluding the New Company Common Shares to be offered and sold in the New Capital Offering) will be, upon completion of the Arrangement, freely tradeable under the U.S. Securities Act, except by persons who are “Affiliates” of the Company at such time or were Affiliates of the Company within 90 days before such time. Persons who may be deemed to be “Affiliates” of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer.

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Experts

Certain Canadian legal matters relating to the Arrangement are to be passed upon by Stikeman Elliott LLP on behalf of the Company and certain United States legal matters relating to the Arrangement are to be passed on by Kirkland & Ellis LLP on behalf of the Company. As at the date of this Circular, the partners and associates of each of Stikeman Elliott LLP and Kirkland & Ellis LLP beneficially owned, directly or indirectly, less than 1% of any class of securities of the Company.

Certain Canadian Federal Income Tax Considerations

The following summary describes the principal Canadian federal income tax considerations generally applicable to Company Securityholders who dispose of their Company Common Shares or Company Notes pursuant to the Arrangement and who, for the purposes of the Tax Act and at all relevant times, hold their Company Common Shares or Company Notes, as applicable, as capital property, deal at arm’s length with the Company and are not affiliated with the Company (a “Holder”). Generally, the Company Common Shares and Company Notes will be capital property to a Holder unless the Company Common Shares or Company Notes, as applicable, are held or were acquired in the course of carrying on a business or as part of an adventure or concern in the nature of trade. This summary also assumes that a Holder will hold their New Company Common Shares and New Company Notes (and, after the redemption of the New Company Notes, the Substituted New Company Notes) as capital property at all relevant times.

This summary is based upon the current provisions of the Tax Act and an understanding of the current administrative policies and assessing practices published in writing by the CRA prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance of Canada prior to the date hereof (“Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policies or assessing practices, whether by legislative, regulatory, administrative or judicial action or decision, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may be different from those discussed in this summary.

This summary is not applicable to a Holder: (a) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act; (b) that is a “specified financial institution” (as defined in the Tax Act); (c) an interest in which is a “tax shelter investment” (as defined in the Tax Act); (d) that reports its “Canadian tax results” (as defined in the Tax Act) in a currency other than the Canadian currency; or (e) that has entered or enters into a “derivative forward agreement” (as defined in the Tax Act) with respect to any Company Common Share, Company Note, New Company Common Share or New Company Note (or, after redemption of the New Company Note, Substituted New Company Note).

This summary does not describe the tax consequences to holders of Company Options or Company DSUs of any payment made pursuant to the Arrangement in respect of such Company Options or Company DSUs and does not describe all of the tax consequences that may be relevant to a Holder who acquired Company Common Shares on the exercise of Company Options. This summary also does not address the tax consequences applicable to the cancellation of the Company Warrants.

This summary is not, and is not intended to be, legal or tax advice to any particular Company Shareholder or Company Noteholder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Company Shareholders and Company Noteholders should consult their own tax

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advisors with respect to the Canadian federal income tax consequences of the Arrangement having regard to their own particular circumstances.

Holders Resident in Canada

The following portion of this summary applies to a Holder that is resident in Canada for purposes of the Tax Act (a “Resident Holder”). Certain Resident Holders whose Company Common Shares or Company Notes might not otherwise be capital property may, in some circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Company Common Shares or Company Notes and every other “Canadian security” (as defined in the Tax Act) owned by them deemed to be capital property in the taxation year of the election and in all subsequent taxation years. Resident Holders should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances. Following the Domestication, the subsection 39(4) election will not be available in respect of the New Company Common Shares and the New Company Notes (and, after the redemption of the Company Notes, the Substituted New Company Notes), and a Resident Holder that has made an election under subsection 39(4) should consult its own tax advisor in this regard.

Consequences Applicable to Resident Holders of Company Common Shares

Disposition of Company Common Shares

A Resident Holder who disposes of Company Common Shares under the Arrangement will be deemed to receive a dividend equal to the amount by which the Share Cash-Out Consideration exceeds the paid-up capital of the Resident Holder’s Company Common Shares. The Company has determined that the paid-up capital of each Company Common Share is at least equal to or in excess of C$0.17, being the amount of the Share Cash-Out Consideration. Accordingly, a Resident Holder should not realize any deemed dividend on the disposition of Company Common Shares pursuant to the Arrangement.

A Resident Holder will realize a capital gain (or capital loss) equal to the amount by which the Share Cash- Out Consideration received by the Resident Holder under the Arrangement exceeds (or is less than) the aggregate of the adjusted cost base of the Company Common Shares to the Resident Holder and any reasonable costs of disposition for such Company Common Shares.

Taxation of Capital Gains and Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by the Resident Holder in the year. A Resident Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years, to the extent and in the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Company Common Share may be reduced by the amount of any dividends received (or deemed to be received) by it on such Company Common Share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a Company Common Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may apply should consult their own tax advisors.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout its taxation year during which the disposition will occur may be liable for a refundable tax on its “aggregate investment income,” which is defined to include amounts of interest and taxable capital gains.

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Capital gains realized by an individual or a trust, other than certain trusts, may give rise to alternative minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the potential application of alternative minimum tax.

Dissenting Shareholders

A Resident Holder who properly exercises Dissent Rights (a “Dissenting Resident Holder”) shall be deemed to transfer such holder’s Company Common Shares to the Company. If such Dissenting Resident Holder is ultimately entitled to be paid the fair value for its Company Common Shares by the Company pursuant to the Dissent Rights, although not free from doubt, the Dissenting Resident Holder may be deemed to receive a dividend equal to the amount by which the amount received (other than interest awarded by a Court, if any) from the Company exceeds the paid-up capital of the Dissenting Resident Holder’s Company Common Shares. As discussed above under the heading “Disposition of Company Common Shares,” the Company has determined that the paid-up capital of each Company Common Share is at least equal to or in excess of C$0.17. However, there is no guarantee that the amount awarded by a court would not exceed the paid-up capital of a holder’s Company Common Shares. A Dissenting Resident Holder should consult its own tax-advisor with respect to whether it will realize a deemed dividend and, if so, the tax consequences associated with receiving a deemed dividend.

A Dissenting Resident Holder will realize a capital gain (or capital loss) equal to the amount by which the amount received in respect of the fair value of the holder’s Company Common Shares (less the deemed dividend, if any, referred to above and not including any interest awarded by a court) exceeds (or is less than) the adjusted cost base of such Company Common Shares and any reasonable costs of disposition. See “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Taxation of Capital Gains and Losses.”

Interest awarded by a court to a Dissenting Shareholder is required to be included in the holder’s income for purposes of the Tax Act. A Dissenting Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout its taxation year during which the disposition will occur may be liable for a refundable tax on its “aggregate investment income,” which is defined to include amounts of interest and taxable capital gains.

Consequences Applicable to Resident Holders of Company Notes

As a result of the Continuance and Domestication, it is expected that the Company will cease to be resident in Canada for purposes of the Tax Act. The balance of this summary assumes that the Company will no longer be resident in Canada for purposes of the Tax Act as of the Effective Date.

Taxation of Interest on the Company Notes

As part of the Arrangement all unpaid interest accrued to the Effective Date on the Company Notes shall be paid. A Resident Holder will be required to include all such interest in computing its income under the Tax Act for the taxation year in which the Effective Date occurs, to the extent that such amounts have not otherwise been included in income in a preceding taxation year.

Any U.S. tax or withholding tax paid by or on behalf of a Resident Holder in respect of interest paid on the notes may be eligible for foreign tax credit or deduction treatment where applicable under the Tax Act. Generally, a foreign tax credit in respect of a tax paid to a particular foreign country is limited to the Canadian tax otherwise payable in respect of income from sources in that country. The amount that an individual or trust may deduct in computing income in respect of foreign tax paid to a particular foreign country may be limited if the foreign tax is not paid in respect of a source of income in that country. Any interest received on the notes by a Resident Holder may not be treated as income sourced in the U.S. for purposes of determining the amount of any foreign tax credit or deduction available under the Tax Act. Resident Holders are advised to consult their own tax advisors with respect to the availability of a Canadian foreign tax credit or deduction having regard to their particular circumstances. See “Part I — The Arrangement — Certain United States Federal Income Tax Considerations.”

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Exchange of Company Notes

Pursuant to the Arrangement, Company Noteholders will exchange their Company Notes for the Participating Company Note Consideration, in the case of a Funding Company Noteholder, or the Non-Participating Company Note Consideration, in the case of a Non-Participating Noteholder (the “Exchange”). Each of the Participating Company Note Consideration and the Non-Participating Company Note Consideration will consist of a combination of New Company Notes and New Company Common Shares.

A Resident Holder will be considered to have disposed of its Company Notes upon their exchange for the Participating Company Note Consideration or the Non-Participating Company Note Consideration, as applicable. In general, a Resident Holder will realize a capital gain (or capital loss) on the Exchange equal to the amount by which the Resident Holder’s proceeds of disposition, less any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of such Company Notes. A Non-Participating Company Noteholder’s proceeds of disposition of the Company Notes will generally be an amount equal to the aggregate of the fair market value (at the time of the Exchange) of the New Company Common Shares and the New Company Notes received by the Non-Participating Company Noteholder on the Exchange. Subject to the following paragraph, a Non- Participating Noteholder should be considered to have acquired the New Company Common Shares and New Company Notes at a cost equal to their fair market value at the time of Exchange. A Funding Company Noteholder will receive New Company Common Shares as part of the Participating Company Note Consideration as well as through a separate step in the Arrangement pursuant to which a Funding Company Noteholder will be issued shares in consideration for the Funded Amount advanced by such Funding Company Noteholder. Funding Company Noteholders should consult their own tax-advisors with respect to determining their proceeds of disposition of the Company Notes, and with respect to determining their cost of the New Company Notes acquired pursuant to the Exchange and the New Company Common Shares acquired under the Arrangement.

If and to the extent that the fair market value of the Participating Company Note Consideration or the Non- Participating Company Note Consideration, as applicable, considered to be received by a Resident Holder in consideration for its Company Notes is less than the adjusted cost base to the Resident Holder of the Company Notes exchanged for the Participating Company Note Consideration or the Non-Participating Company Note Consideration, as applicable, together with any reasonable costs of disposition, a portion of the loss otherwise realized will be denied for purposes of the Tax Act and will instead be added in computing the Resident Holder’s adjusted cost base of the Company Notes so received. The amount of the loss that will be allowed will be equal to the amount of the loss otherwise determined, multiplied by a fraction, the numerator of which is the amount of the fair market value of all the consideration received by the Resident Holder in consideration for its Company Notes less the fair market value of the New Company Notes received by the Resident Holder, and the denominator of which is the amount of the fair market value of all the consideration received by the Resident Holder in consideration for its Company Notes. The tax treatment of any capital gain and the portion of any capital loss which is not denied is the same as described above under “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Consequences Applicable to Resident Holders of Company Common Shares — Taxation of Capital Gains and Capital Losses.”

Redemption of New Company Notes by delivery of a corresponding aggregate principal amount of Substituted New Company Notes

It is expected that the New Company Notes will be redeemed by a delivery of a corresponding aggregate principal amount of Substituted New Company Notes immediately following the Domestication. A Resident Holder will be considered to have disposed of its New Company Notes upon the redemption thereof. In general, the consequences of this repayment should be as described below in this section under the heading “Sale, Redemption or Repayment of the New Company Notes or Substituted New Company Notes.”

Eligibility for Investment of New Company Common Shares, New Company Notes and the Substituted New Company Notes

It is expected that none of the New Company Common Shares, the New Company Notes or the Substituted New Company Notes will be listed on a “designated stock exchange” (for purposes of the Tax Act), and as a result of the Continuance and Domestication it is also expected that the Company will cease to be resident in Canada for purposes of the Tax Act. Accordingly, the New Company Common Shares, the New Company Notes and the Substituted New Company Notes, following the Domestication, will not be a qualified investment for registered

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retirement savings plans, registered retirement income funds, registered education savings plans (“RESPs”), deferred profit sharing plans, registered disability savings plans or tax-free savings accounts (collectively, the “Deferred Plans”).

The acquisition of a non-qualified investment may result in tax to the trust and the annuitant or beneficiary and, in the case of an RESP, possible deregistration. Accordingly, such trusts should consider disposing of any Company Notes held prior to the Effective Time. Company Noteholders who hold their Company Notes in a Deferred Plan are urged to consult their own tax advisor.

Interest on the New Company Notes and Substituted New Company Notes

A Resident Holder that is a corporation, partnership, unit trust or any trust of which a corporation or a partnership is a beneficiary will generally be required to include in income for a taxation year the amount of interest accrued or deemed to accrue on the New Company Notes or Substituted New Company Notes, as applicable, to the end of the taxation year or that became receivable or was received by it before the end of the year, to the extent such amounts have not otherwise been included in such Resident Holder’s income for a preceding taxation year.

Any other Resident Holder, including an individual, will be required to include in income for a taxation year any interest on the New Company Notes or Substituted New Company Notes received, including as a payment in kind, or receivable by such Resident Holder in the year (depending upon the method regularly followed by the Resident Holder in computing income) except to the extent that such amount was otherwise included in its income for a preceding taxation year. In addition, if at any time a New Company Note or Substituted New Company Note is, or becomes, an “investment contract” (as defined in the Tax Act) in relation to such Resident Holder, the Resident Holder will be required to include in computing its income for a taxation year any interest that accrues to the Resident Holder on the New Company Notes or Substituted New Company Note, as applicable, to the end of any “anniversary day” (as defined in the Tax Act) in that taxation year to the extent such interest was not otherwise included in the Resident Holder’s income for that taxation year or a preceding taxation year.

It is possible that the issue price of the New Company Notes or Substituted New Company Notes for purposes of the Tax Act will be less than their stated principal amount such that a “discount” may be considered to arise on issuance of the New Company Notes or Substituted New Company Notes. A Resident Holder may be required to include the amount of the discount in computing its income, in one or more taxation years in which the discount accrues or in a taxation year in which the discount is received or receivable by the Resident Holder. Resident Holders should consult their own tax advisors in this regard.

Sale, Redemption or Repayment of the New Company Notes or Substituted New Company Notes

On a disposition or a deemed disposition of a New Company Note or Substituted New Company Note (other than on a repayment of a New Company Note or Substituted New Company Note), a Resident Holder will generally be required to include in income the amount of interest accrued or deemed to accrue to the date of disposition or that became receivable or is received on or before the date of disposition, to the extent that such amounts have not otherwise been included in the Resident Holder’s income for the year or a preceding taxation year.

In general, a disposition or a deemed disposition of a New Company Note or Substituted New Company Note will give rise to a capital gain (or a capital loss) to the extent that the proceeds of disposition, net of any amount included in the Resident Holder’s income as interest and any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to the Resident Holder of the New Company Notes or Substituted New Company Notes, as applicable. Any such capital gain (or capital loss) will be subject to the treatment described at “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Securityholders Resident of Canada — Taxation of Capital Gains and Capital Losses” above.

Any premium paid to a Resident Holder on the redemption or repurchase of a New Company Note or Substituted New Company Note, as applicable (other than in the open market in the manner any such obligation would normally be purchased in the open market by any member of the public), will generally be deemed to be interest received by the Resident Holder at the time of the payment to the extent that it can reasonably be considered

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to relate to, and does not exceed the value at that time of, the interest that would have been paid or payable by the issuer of the New Company Note or Substituted New Company Note, as applicable, for its taxation year ending after that time. Such interest will be required to be included in computing the Resident Holder’s income in the manner described above.

Dividends on the New Company Common Shares

A Resident Holder will be required to include in computing its income for a taxation year any dividends received (or deemed to be received) on its New Company Common Shares, including amounts deducted for any U.S. withholding tax. In the case of a Resident Holder that is an individual, such dividends will not be subject to the gross-up and dividend tax credit rules normally applicable in respect of taxable dividends received from taxable Canadian corporations. In the case of a Resident Holder that is a corporation, such Canadian Resident Holder will not be able to deduct the amount of dividends in computing its taxable income.

A “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” which is defined to include amounts in respect of taxable capital gains and certain dividends.

Disposition of New Company Common Shares

A Resident Holder who disposes of New Company Common Shares will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition received by the Resident Holder exceeds (or is less than) the aggregate of the adjusted cost base of the New Company Common Shares to the Resident Holder and any reasonable costs of disposition for such New Company Common Shares. The tax treatment of capital gains and losses is described at “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Securityholders Resident of Canada — Taxation of Capital Gains and Capital Losses” above.

Foreign Tax Credits

To the extent that U.S. withholding taxes are imposed on dividends or interest paid on the New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, the amount of such tax will generally be eligible for a Canadian foreign tax credit or tax deduction, subject to the detailed rules and limitations under the Tax Act. Similarly, Canadian foreign tax credits may be available to the extent of any U.S. tax levied on any gain resulting from the disposition of New Company Common Shares, New Company Notes or Substituted New Company Notes. Resident Holders are advised to consult their own tax advisors with respect to the availability of a Canadian foreign tax credit or deduction having regard to their particular circumstances.

Foreign Property Information Reporting

A Resident Holder that is a “specified Canadian entity” (as defined in the Tax Act) for a taxation year or a fiscal period and whose total “cost amount” of “specified foreign property” (as such terms are defined in the Tax Act), including a New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, at any time in the year or fiscal period exceeds $100,000 will be required to file an information return for the year or period disclosing prescribed information. Subject to certain exceptions, a taxpayer resident in Canada, other than a corporation or trust exempt from tax under Part I of the Tax Act, will be a “specified Canadian entity,” as will certain partnerships. Penalties may apply where a Resident Holder fails to file the required information return in respect of such Holder’s “specified foreign property” on a timely basis in accordance with the Tax Act.

The reporting rules in the Tax Act relating to “specified foreign property” are complex and this summary does not purport to address all circumstances in which reporting may be required by a Resident Holder. Resident Holders should consult their own tax advisors regarding the reporting rules contained in the Tax Act.

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Offshore Investment Fund Property

The Tax Act contains rules which may require a taxpayer to include in income in each taxation year an amount in respect of the holding of an “offshore investment fund property”. These rules could apply to a Resident Holder in respect of a New Company Common Shares, New Company Notes or Substituted New Company Notes if two conditions are both satisfied.

The first condition for such rules to apply is that the value of the a New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in: (i) shares of one or more corporations, (ii) indebtedness or annuities, (iii) interests in one or more corporations, trusts, partnerships, organizations, funds or entities, (iv) commodities, (v) real estate, (vi) Canadian or foreign resource properties, (vii) currency of a country other than Canada, (viii) rights or options to acquire or dispose of any of the foregoing, or (ix) any combination of the foregoing (“Investment Assets”).

The second condition for such rules to apply to a Resident Holder is that it must be reasonable to conclude that one of the main reasons for the Resident Holder acquiring or holding New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, was to derive a benefit from portfolio investments in Investment Assets in such a manner that the taxes, if any, on the income, profits and gains from such Investment Assets for any particular year are significantly less than the tax that would have been applicable under Part I of the Tax Act had the income, profits and gains been earned directly by the Resident Holder.

If applicable, these rules would generally require a Resident Holder to include in income for each taxation year in which the Resident Holder owns New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, (i) an imputed return for the taxation year computed on a monthly basis and determined by multiplying the Resident Holder’s “designated cost” (as defined in the Tax Act) of the New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, at the end of the month by 1/12th of the applicable prescribed rate for the period that includes such month, less (ii) the Resident Holder’s income for the year (other than a capital gain) from the New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, determined without reference to these rules. Any amount required to be included in computing a Resident Holder’s income under these provisions will be added to the adjusted cost base to the Resident Holder of its New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable.

The application of these rules depends, in part, on the reasons for a Resident Holder acquiring or holding a New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable. Resident Holders are urged to consult their own tax advisors regarding the application and consequences of these rules, in their own particular circumstances.

Holders Not Resident in Canada

The following discussion is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times: (a) is not resident in Canada, and (b) does not use or hold, and is not deemed to use or hold the Company Common Shares, Company Notes, New Company Common Shares, New Company Notes or Substituted New Company Notes, as applicable, in carrying on a business in Canada; and (c) is entitled to all payments of interest and principal in respect of the Company Notes (a “Non-Resident Holder”).

This discussion is not applicable to: (a) a Non-Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere; (b) a Non-Resident Holder that is an “authorized foreign bank” (as defined in the Tax Act); or (c) a Non-Resident Holder that is, or does not deal at arm’s length with, a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of the Company. A “specified shareholder” for these purposes generally includes a person who (either alone or together with persons with whom that person is not dealing at arm’s length for the purposes of the Tax Act) owns or has the right to acquire or control 25% or more of the Company’s shares determined on a votes or fair market value basis. Such Non-Resident Holders should consult their own tax advisors.

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Consequences Applicable to Non-Resident Holders of Company Common Shares

Disposition of Company Common Shares

For the reason discussed above at “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Disposition of Company Common Shares,” a Non-Resident Holder should not realize a deemed dividend on the disposition of Company Common Shares pursuant to the Arrangement.

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any capital loss) realized on the disposition of Company Common Shares pursuant to the Arrangement unless such Company Common Shares constitute “taxable Canadian property” of the Non-Resident Holder and the gain is not exempt from tax under an applicable tax treaty.

The Company Common Shares will generally not constitute taxable Canadian property of a Non-Resident Holder provided that such shares are listed on a “designated stock exchange” for purposes of the Tax Act (which includes the TSX), unless at any time during the 60-month period immediately preceding the disposition of the Company Common Shares: (a) (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length, (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, or (iv) the Non-Resident Holder together with such persons, owned 25% or more of the issued shares of any class or series of the capital stock of the Company, and (b) more than 50% of the fair market value of the Company Common Shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada; (b) Canadian resource properties; (c) timber resource properties; and (d) options in respect of, or interests in or for civil law rights in, property described in (a) to (c). In certain other circumstances the Company Common Shares may be deemed to be “taxable Canadian property” of a Non-Resident Holder.

A Non-Resident Holder should consult its own tax-advisor if its Company Common Shares are or may be “taxable Canadian property.”

Dissenting Shareholders

As discussed above under the heading “Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Dissenting Shareholders,” a Non-Resident Holder who properly exercises Dissent Rights (a “Dissenting Non-Resident Holder”) may be deemed to receive a dividend equal to the amount by which the amount received (other than interest awarded by a Court, if any) from the Company exceeds the paid-up capital of the Dissenting Non-Resident Holder’s Company Common Shares. Any such dividend would be subject to Canadian non-resident withholding tax at a rate of 25%, subject to reduction under an applicable tax-treaty between Canada the Dissenting Non-Resident Holder’s country of residence. A Dissenting Resident Holder should consult its own tax-advisor with respect to whether it will realize a deemed dividend and, if so, the tax consequences associated with receiving a deemed dividend.

A Non-Resident Dissenting Holder will not be subject to tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any capital loss) realized on the disposition of Company Common Shares pursuant to the Arrangement unless such Company Common Shares constitute “taxable Canadian property” of the Non-Resident Dissenting Holder and the gain is not exempt from tax under an applicable tax treaty.

Consequences Applicable to Non-Resident Holders of Company Notes

Taxation of Interest on the Company Notes

As part of the Arrangement all unpaid interest accrued to the Effective Date on the Company Notes shall be paid. A Non-Resident Holder will not be subject to Canadian withholding tax on the payment of such interest.

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Exchange of Company Notes

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any capital loss) realized on the exchange of Company Notes for the Participating Company Note Consideration or the Non-Participating Company Note Consideration, as applicable.

New Company Notes and Substituted New Company Notes

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of interest accrued or paid on the New Company Notes or the Substituted New Company Notes, and will not be subject to tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any capital loss) realized on the disposition of a New Company Note or Substituted New Company Note.

New Company Common Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of dividends paid on the New Company Common Shares. A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain (and will not be entitled to deduct any capital loss) realized on the disposition of a New Company Common Share unless such New Company Common Share constitutes “taxable Canadian property” of the Non- Resident Holder and the gain is not exempt from tax under an applicable tax treaty. See “Part I — The Arrangement— Certain Canadian Federal Income Tax Considerations — Holders Not Resident in Canada — Consequence”s Applicable to Non-Resident Holders of Company Common Shares — Disposition of Company Common Shares above for a discussion of what constitutes “taxable Canadian property.”

Certain United States Federal Income Tax Considerations

The following is a summary of certain United States federal income tax consequences of the Arrangement to the Company, the Company Shareholders and the Company Noteholders. This summary is based on the Code, the Treasury Regulations and administrative and judicial interpretations and practice, all as in effect on the date of this Circular and all of which are subject to change, with possible retroactive effect. Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below. No opinion of counsel has been obtained and the Company does not intend to seek a ruling from the IRS as to any of the tax consequences of the Arrangement discussed below. There can be no assurance that the IRS will not challenge one or more of the tax consequences of the Arrangement described below.

This summary does not apply to the Company Shareholders or the Company Noteholders that are subject to special treatment under U.S. federal income tax law (including, without limitation, banks, governmental authorities or agencies, financial institutions, insurance companies, pass-through entities, tax-exempt organizations, brokers and dealers in securities, mutual funds, small business investment companies, employees, persons holding Company Common Shares or Company Notes that are a hedge against, or that are hedged against, currency risk or that are part of a straddle, constructive sale, or conversion transaction, real estate investment trusts and regulated investment companies). Moreover, this summary does not purport to cover all aspects of U.S. federal income taxation that may apply to the Company Shareholders or the Company Noteholders based upon their particular circumstances. Additionally, this summary does not discuss any tax consequences that may arise under any laws other than U.S. federal income tax law, including under state, local, or non-U.S. tax law.

If a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes) is a Company Shareholder or Company Noteholder, the tax treatment of a partner (or other owner) generally will depend upon the status of the partner (or other owner) and the activities of the entity. Partners (or other owners) of partnerships (or other pass-through entities) that own Company Common Shares or Company Notes should consult their respective tax advisors regarding the U.S. federal income tax consequences of the Arrangement.

Accordingly, the following summary of certain U.S. federal income tax consequences is for informational purposes only and is not a substitute for careful tax planning and advice based upon the individual circumstances pertaining to a Company Shareholder or Company Noteholder. All Company

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Shareholders and Company Noteholders are urged to consult their own tax advisors for the federal, state, local and other tax consequences applicable under the Arrangement.

Certain United States Federal Income Tax Consequences to the Company

Although the Company is organized in Canada, it is treated as a U.S. corporation for U.S. federal income tax purposes. The following is a discussion of certain U.S. federal income tax consequences of the Arrangement to the Company.

Cancellation of Debt Income

In general, absent an exception, a debtor will realize and recognize cancellation of debt income (“COD Income”) upon satisfaction of its outstanding indebtedness for total consideration less than the amount of such indebtedness. The amount of COD Income, in general, is the excess of (a) the adjusted issue price of the indebtedness satisfied, over (b) the sum of (x) the amount of cash paid, (y) the “issue price” (defined below) of indebtedness received (including the New Company Notes) and (z) the fair market value of any other consideration (including the New Company Common Shares and the Subscription Option) given in satisfaction of such indebtedness at the time of the exchange.

A debtor will not, however, be required to include any amount of COD Income in gross income if the debtor is under the jurisdiction of a court in a case under title 11 of the United States Bankruptcy Code or a similar case and the discharge of debt occurs pursuant to that proceeding (the “Bankruptcy Exception”). Instead, as a consequence of such exclusion, a debtor must reduce its tax attributes by the amount of COD Income that it excluded from gross income pursuant to the rule discussed in the preceding sentence. In general, tax attributes will be reduced in the following order: (a) net operating losses (“NOLs”) and NOL carryforwards; (b) general business credit carryovers; (c) minimum tax credit carryovers; (d) capital loss carryovers; (e) tax basis in assets; (f) passive activity loss and credit carryovers; and (g) foreign tax credit carryovers. Alternatively, a debtor with COD Income may elect first to reduce the basis of its depreciable assets pursuant to section 108(b)(5) of the Code. The reduction in tax attributes occurs only after the tax for the year of the debt discharge has been determined. Any excess COD Income over the amount of available tax attributes is not subject to U.S. federal income tax and has no other U.S. federal income tax impact.

The Treasury Regulations address the method and order for applying tax attribute reduction under the Bankruptcy Exception to an affiliated group of corporations, such as the Debtors. Under these regulations, the tax attributes of each member of an affiliated group of corporations that is excluding COD Income is first subject to reduction. To the extent the debtor member’s tax basis in stock of a lower-tier member of the affiliated group is reduced, a “look through rule” requires that a corresponding reduction be made to the tax attributes of the lower-tier member. If a debtor member’s excluded COD Income exceeds its tax attributes, the excess COD Income is applied to reduce certain remaining consolidated tax attributes of the affiliated group.

Although not free from doubt, the Company intends to take the position, and the remainder of this discussion assumes, that as a result of the U.S. Recognition Order, the Arrangement will be considered consummated pursuant to the order of a court in a title 11 or similar proceeding and thus the Company would qualify for the Bankruptcy Exception. Because the Arrangement Agreement provides that the Company Noteholders will receive New Company Common Shares, New Company Notes and, in the case of Eligible Company Noteholders, a Subscription Option, the amount of COD Income, and accordingly the amount of tax attributes required to be reduced, will depend in part on the fair market value of the New Company Common Shares and the Subscription Option and the issue price of the New Company Notes. This value cannot be known with certainty at this time. However, as a result of the consummation of the Arrangement, the Company expects that there will be COD Income and, accordingly, reductions in NOLs, NOL carryforwards, and potentially other tax attributes of the Company and its subsidiaries.

There is another exception to COD Income recognition that is available to insolvent debtor corporations (the “Insolvency Exception”). Under the Insolvency Exception, an insolvent debtor that does not qualify for the Bankruptcy Exception is not required to include COD Income in its gross income to the extent of its insolvency. In this case, the Company would be able to exclude COD Income under the Insolvency Exception only to the extent the

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Company’s COD Income exceeds the amount of Share Cash-Out Consideration. Such excluded COD Income would reduce the Company’s tax attributes as described above under the Bankruptcy Exception. Any COD Income up to the amount of the Share Cash-Out Consideration would be included in the Company’s gross income for the year of the Arrangement.

Limitation of NOL Carry Forwards and Other Tax Attributes

The U.S. consolidated group of which the Company is the common parent (the “Company Group”) has substantial NOLs which if available pursuant to the standards set forth below, would be available to reduce the Company Group’s taxable income after the Effective Date.

Following the Effective Date, any remaining NOL carryover, capital loss carryover, tax credit carryovers, and certain other tax attributes (such as losses and deductions that have accrued economically but are unrecognized as of the date of the ownership change) of the Company Group allocable to periods before the Effective Date (collectively, the “Pre-Change Losses”) may be subject to limitation or elimination under sections 382 and 383 of the Code as a result of an “ownership change” of the Company by reason of the transactions pursuant to the Arrangement Agreement.

Under sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the amount of its Pre-Change Losses that may be utilized to offset future taxable income generally is subject to an annual limitation. The rules of section 382 of the Code are complicated, but as a general matter, the issuance of the New Company Common Shares pursuant to the Arrangement Agreement will result in an “ownership change” of the Company for these purposes, and the Company Group’s use of its Pre-Change Losses will be subject to limitation unless an exception to the general rules of section 382 of the Code applies. In addition, certain of the Company Group’s NOLs may already be subject to a limitation under section 382 of the Code due to prior ownership change(s). In general, when NOLs are subject to more than one annual limitation under section 382 of the Code, the lowest annual limitation applies.

If a corporation (or consolidated group) has a net unrealized built-in loss at the time of an ownership change (taking into account most assets and items of “built-in” income and deductions), then generally built-in losses (including amortization or depreciation deductions attributable to such built-in losses) recognized during the following five years (up to the amount of the original net unrealized built-in loss) will be treated as Pre-Change Losses and similarly will be subject to the annual limitation.

If the Company Group has a net unrealized built-in gain as of the Effective Date (taking into account most assets and items of “built-in” income and deductions), then the section 382 limitation may be increased to the extent that the Company Group members recognize certain built-in gains in their assets during the five-year period following the Effective Date, or are treated as recognizing built-in gains pursuant to the safe harbors provided in IRS Notice 2003-65. In general, the Company Group’s net unrealized built-in gain or net unrealized built-in loss will be deemed to be zero unless it is greater than the lesser of (a) $10,000,000 or (b) 15% of the fair market value of its assets (with certain adjustments) immediately before the ownership change. The Company does not yet know if the Company Group will be in a net unrealized built-in loss, net unrealized built-in gain or neither position on the Effective Date.

Exchange of New Company Notes for Substituted New Company Notes

It is expected that the New Company Notes will be repaid with the Substituted New Company Notes shortly following the Domestication. DLLC2, a co-issuer of the Substituted New Company Notes, will be an entity that is disregarded from the Company for U.S. federal income tax purposes and will own all of the assets that were owned by the Company immediately before the Arrangement. According to recently issued IRS guidance, the exchange of the New Company Notes for Substituted New Company Notes may be treated as a “significant modification” of the New Company Notes within the meaning of the applicable Treasury Regulations on the basis that a change from a corporate issuer to an issuer that is a disregarded entity causes a debt instrument that was “recourse” to become “nonrecourse” for U.S. federal income tax purposes. Because this exchange is expected to occur on the same day as the Arrangement, the issue price of the Substituted New Company Notes is expected to be

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equal to the issue price of the New Company Notes. Accordingly, such tax treatment should not give rise to further COD Income to the Company.

General Section 382 Annual Limitations

In general, the amount of the annual limitation to which a corporation that undergoes an “ownership change” would be subject is equal to the product of (a) the fair market value of the stock of the corporation immediately before the “ownership change” (with certain adjustments) multiplied by (b) the “long-term tax-exempt rate” (which is the highest of the adjusted federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the “ownership change” occurs, which for May 2017 is 2.09%). Any unused limitation may be carried forward, thereby increasing the annual limitation in the subsequent taxable year.

The issuance pursuant to the Arrangement Agreement of the New Company Common Shares, along with the cancellation of existing Company Common Shares through the Arrangement Agreement, is expected to cause an ownership change with respect to the Company on the Effective Date. As a result, unless an exception applies, section 382 of the Code will apply to limit the Company Group’s use after the Effective Date of any Pre-Change Losses. This limitation is independent of, and in addition to, the reduction of tax attributes described in the preceding section resulting from the exclusion of COD Income and the recognition of gain on the disposition of assets.

Special Bankruptcy Exceptions

An exception to the foregoing annual limitation rules generally applies when so-called “qualified creditors” of a debtor corporation under the jurisdiction of a court under title 11 of the United States Bankruptcy Code or similar case receive, in respect of their claims, at least 50% of the vote and value of the stock of the reorganized corporation (or a controlling corporation if also in a title 11 or similar case) (the “382(l)(5) Exception”). Under the 382(l)(5) Exception, a corporation’s Pre-Change Losses are not limited on an annual basis, but, instead, NOL carryforwards will be reduced by the amount of any interest deductions claimed during the three taxable years preceding the effective date of the plan of reorganization, and during the part of the taxable year prior to and including the effective date of the plan of reorganization, in respect of all debt converted into stock in the reorganization.

If the 382(l)(5) Exception applies to the Arrangement and the Company undergoes another “ownership change” within two years after the Effective Date, then the Company Group’s ability to use Pre-Change Losses after that second “ownership change” would be eliminated prospectively.

Where the 382(l)(5) Exception is not applicable to a corporation in title 11 or similar case (either because the debtor does not qualify for it or the debtor otherwise elects not to utilize the 382(l)(5) Exception), a second special rule will generally apply (the “382(l)(6) Exception”). Under the 382(l)(6) Exception, the limitation will be calculated by reference to the lesser of the value of the debtor corporation’s new stock (with certain adjustments) immediately after the ownership change or the value of such debtor corporation’s assets (determined without regard to liabilities) immediately before the ownership change. This differs from the ordinary rule that requires the fair market value of a debtor corporation that undergoes an “ownership change” to be determined before the events giving rise to the change. The 382(l)(6) Exception also differs from the 382(l)(5) Exception in that under it the debtor corporation is not required to reduce its NOL carryforwards by the amount of interest deductions claimed within the prior three-year period, and the debtor may undergo another change of ownership within two years without triggering the elimination of its Pre-Change Losses.

Although not free from doubt, the Company intends to take the position, and the remainder of this discussion assumes, that as a result of the U.S. Recognition Order, the Company will be treated as being under the jurisdiction of the court in a title 11 or similar case immediately before the ownership change resulting from the consummation of the Arrangement. It may ultimately be determined that the Company Group will not qualify for the 382(l)(5) Exception. Alternatively, the Company Group may elect not to utilize the 382(l)(5) Exception, particularly if it appears likely that another ownership change will occur within two years after the Effective Date. In either case, the Company Group expects that its use of the Pre- Change Losses after the Effective Date would be

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subject to limitation based on the rules discussed above, but taking into account the 382(l)(6) Exception. Regardless of whether the Company Group take advantage of the 382(l)(6) Exception or the 382(l)(5) Exception, the Company Group’s use of their Pre-Change Losses after the Effective Date may be adversely affected if another “ownership change” within the meaning of Section 382 of the Code were to occur after the Effective Date.

Alternative Minimum Tax

In general, an alternative minimum tax (“AMT”) is imposed on a corporation’s alternative minimum taxable income (“AMTI”) at a 20% rate to the extent such tax exceeds the corporation’s regular federal income tax for the year. AMTI is generally equal to regular taxable income with certain adjustments. For purposes of computing AMTI, certain tax deductions and other beneficial allowances are modified or eliminated. For example, except for alternative tax NOLs generated in certain years, which can offset 100% of a corporation’s AMTI, only 90% of a corporation’s AMTI may be offset by available alternative tax NOL carryforwards. The effect of this rule could cause the Company Group to owe federal and state income tax (at the reduced AMT rate) on taxable income in future years even if NOL carryforwards would otherwise be available to fully offset that taxable income. Additionally, under section 56(g)(4)(G) of the Code, an ownership change (as discussed above) that occurs with respect to a corporation having a net unrealized built-in loss in its assets will cause, for AMT purposes, the adjusted basis of each asset of the corporation immediately after the ownership change to be equal to its proportionate share (determined on the basis of respective fair market values) of the fair market value of the assets of the corporation, as determined under section 382(h) of the Code, immediately before the ownership change, the effect of which may increase the amount of AMT owed by the Company Group.

Continuance and Domestication

The Company intends to the take the position, and this discussion assumes, that the Continuance and Domestication will qualify as a tax-free reorganization described in Section 368(a)(1)(F) of the Code, and thus that New Mood will be treated as a continuation of and successor to the Company for all U.S. federal income tax purposes.

Certain United States Federal Income Tax Consequences to U.S. Holders of Company Common Shares or Company Notes

The following discussion only applies to U.S. Holders of Company Common Shares or Company Notes. As used herein, the term “U.S. Holder” means a beneficial owner of Company Common Shares or Company Notes, as applicable, that is:

· an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

· a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, or the District of Columbia;

· an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code), or (ii) has made a valid election under applicable Treasury Regulations to continue to be treated as a domestic trust.

If you are not a U.S. Holder, this discussion does not apply to you and you should refer to “— Certain United States Federal Income Tax Consequences to Non-U.S. Holders of Company Common Shares or Company Notes” below.

Consequences to U.S. Holders of Company Common Shares

U.S. Holders of Company Common Shares will recognize gain or loss on the redemption of their Company Common Shares in exchange for the Share Cash-Out Consideration equal to the difference between the amount of

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cash received and their adjusted tax basis in the Company Common Shares surrendered. Such gain or loss will generally be capital gain or loss. Capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations as discussed below. Certain U.S. Holders that are individuals, estates, or trusts whose income exceeds certain thresholds will be required to pay an additional 3.8% “Medicare Tax” on gain recognized from the exchange of their Company Common Shares for the Share Cash-Out Consideration. U.S. Holders of Company Common Shares that are individuals, estates, or trusts should consult their tax advisors regarding the effect, if any, of this tax provision receipt of the Share Cash-Out Consideration pursuant to the Arrangement Agreement.

Consequences to U.S. Holders of Company Notes

Pursuant to the Arrangement Agreement, each U.S. Holder of the Company Notes will receive its pro rata share of New Company Common Shares and New Company Notes in exchange for such U.S. Holder’s Company Notes. In addition, each Eligible Company Noteholder will receive a Subscription Option that would allow such Eligible Company Noteholder to participate in the New Capital Offering and receive additional New Company Common Shares. Whether and to what extent a U.S. Holder of Company Notes recognizes gain or loss as a result of such exchange depends, in part, on (i) whether the Company Notes surrendered and the New Company Notes received are treated as “securities” for purposes of the reorganization provisions of the Code and (ii) the treatment of the receipt of the Subscription Option.

The Company currently expects, and this discussion assumes, that the exchange by U.S. Holders that are Eligible Company Noteholders of their Company Notes in exchange for New Company Common Shares, New Company Notes and a Subscription Option will be treated as an initial combined exchange (the “U.S. Exchange”), and that the exercise of the rights by such U.S. Holders electing to exercise the Subscription Option and participate in the New Capital Offering will be treated as a separate transaction (the “Exercise”) immediately following the U.S. Exchange. However, there can be no assurance that the IRS will agree with this treatment, and the IRS may assert that the initial exchange and the exercise of rights pursuant to the Subscription Option should be combined as a single transaction, which may be treated as either a taxable exchange or a tax-free exchange depending on the form of the potential recast.

In general, the U.S. Exchange will be treated at least in part as a tax-free recapitalization as long as the Company Notes are treated as “securities,” and will be treated as a fully tax-free recapitalization if each of the Company Notes, the New Company Notes and the Subscription Option are treated as securities. This is because for purposes of the reorganization provisions of the Code and the associated Treasury Regulations, the New Company Common Shares, will automatically be treated as common stock of a party to a reorganization.

Whether a debt instrument constitutes a “security” for U.S. federal income tax purposes is determined based on all the relevant facts and circumstances, but most authorities have held that the length of the term of a debt instrument is an important factor in determining whether such instrument is a security for U.S. federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including the security for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable or contingent, and whether such payments are made on a current basis or accrued. The Company believes, and this discussion assumes, that the Company Notes and the New Company Notes should constitute securities. Additionally, the Company believes, and this discussion assumes that the Subscription Option constitutes an equity warrant that should be treated as a security with no principal under the applicable guidance. However, there can be no assurance that the IRS would agree with these conclusions.

Assuming such treatment applies, each U.S. Holder of Company Notes will not recognize gain or loss in connection with the consummation of the Arrangement. Such U.S. Holder will take an aggregate tax basis in the New Company Common Shares, the New Company Notes and the Subscription Option, if applicable, received equal to the U.S. Holder’s tax basis in the surrendered Company Notes. Such aggregate tax basis will be allocated between the New Company Common Shares, the New Company Notes and the Subscription Option, if applicable, received on the basis of their relative fair market value. A U.S. Holder’s holding period for the New Company Common

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Shares, the New Company Notes and the Subscription Option, if applicable, received (except, in each case, to the extent attributable to accrued but unpaid interest) should each include the holding period for the Company Notes surrendered by such U.S. Holder.

U.S. Holders of Company Notes that receive, by virtue of being Eligible Company Noteholders, but elect not to exercise the Subscription Option may be entitled to claim a capital loss equal to amount of tax basis allocated to the Subscription Option they receive. The deductibility of capital losses is subject to limitations as discussed below. Such U.S. Holders are urged to consult with their own tax advisors as to the tax consequences of electing not to exercise their Subscription Option.

For a U.S. Holder that is a Participating Noteholder, such U.S. Holder will be treated as acquiring, in exchange for its Subscription Option and such U.S. Holder’s Funded Amount, New Company Common Shares consisting of (i) the Consideration Common Shares and (ii) the incremental amount of New Company Common Shares that such U.S. Holder is entitled to receive under clause (a)(i) of the definition of Participating Company Note Consideration as a result of being a Participating Noteholder rather than a Non-Participating Noteholder. Such an acquisition will generally be treated as the exercise of an option under general tax principles, and as such a U.S. Holder should not recognize income, gain or loss for U.S. federal income tax purposes on the Exercise. A U.S. Holder’s aggregate tax basis in the New Company Common Shares received pursuant to the Exercise will equal the sum of such U.S. Holder’s Funded Amount plus such U.S. Holder’s tax basis in its Subscription Option immediately before the Exercise. A U.S. Holder’s holding period for the New Company Common Shares received on the Effective Date pursuant to the U.S. Exchange should begin on the day following the Effective Date.

Market Discount

In general, a debt instrument is considered to have been acquired with “market discount” if its U.S. Holder’s adjusted tax basis in the debt instrument is less than (i) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or (ii) in the case of a debt instrument issued with “original issue discount,” (“OID”) its adjusted issue price, by at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity).

If a U.S. Holder acquired its Company Notes with market discount, any market discount that accrued on such Company Notes (i.e., up to the time of the exchange) but was not recognized by the U.S. Holder will be carried over to the property received (i.e., the New Company Common Shares, the Subscription Option and the New Company Notes) therefore and generally any gain recognized on the subsequent sale, exchange, redemption or other taxable disposition of the property will be treated as ordinary income to the extent of the accrued, but not recognized, market discount. Similarly, any market discount that carries over to the New Company Notes will be carried over to the Substituted New Company Notes when the New Company Notes are exchanged therefor. The rules governing the United States federal tax treatment of market discount are complex. U.S. Holders that acquired their Company Notes with market discount are urged to consult their own tax advisors regarding the application of such rules to them.

Exchange of New Company Notes for Substituted New Company Notes

It is expected that the New Company Notes will be repaid with the Substituted New Company Notes shortly following the Domestication. DLLC2, a co-issuer of the Substituted New Company Notes, will be an entity that is disregarded from the Company for U.S. federal income tax purposes and will own all of the assets that were owned by the Company immediately before the Arrangement. According to recently issued IRS guidance, the exchange of the New Company Notes for Substituted New Company Notes may be treated as a “significant modification” of the New Company Notes within the meaning of the applicable Treasury Regulations on the basis that a change from a corporate issuer to an issuer that is a disregarded entity causes a debt instrument that was “recourse” to become “nonrecourse” for U.S. federal income tax purposes. However, irrespective of whether such an exchange will be a significant modification, if, consistent with the Company’s position, the New Company Notes and the Substituted New Company Notes are securities for U.S. federal income tax purposes, the receipt of the Substituted New Company Notes will be tax-free to the U.S. Holders of New Company Notes. Such U.S. Holders will have the same tax basis and holding period in the Substituted New Company Notes received as they had in their

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New Company Notes surrendered. In the discussion that follows, references to Substituted New Company Notes include New Company Notes.

U.S. Federal Income Tax Consequences to U.S. Holders of Owning and Disposing of New Company Common Shares

Dividends on New Company Common Shares

Any distributions made on account of the New Company Common Shares will constitute dividends for U.S. federal income tax purposes to the extent of the current or accumulated earnings and profits of the Company as determined under U.S. federal income tax principles. To the extent that a U.S. Holder receives distributions that would otherwise constitute dividends for U.S. federal income tax purposes but that exceed such current and accumulated earnings and profits, such distributions will be treated first as a non-taxable return of capital reducing the U.S. Holder’s basis in its shares of New Company Common Shares. Any such distributions in excess of the U.S. Holder’s basis in its shares (determined on a share-by-share basis) generally will be treated as capital gain.

Subject to applicable limitations, distributions treated as dividends paid to U.S. Holders that are corporations generally will be eligible for the dividends-received deduction. However, the dividends-received deduction is only available if certain holding period requirements are satisfied. The length of time that a shareholder has held its stock is reduced for any period during which the shareholder’s risk of loss with respect to the stock is diminished by reason of the existence of certain options, contracts to sell, short sales, or similar transactions. In addition, to the extent that a corporation incurs indebtedness that is directly attributable to an investment in the stock on which the dividend is paid, all or a portion of the dividends received deduction may be disallowed.

Sale, Redemption, Repurchase or Other Taxable Disposition of New Company Common Shares

Unless a non-recognition provision applies, U.S. Holders generally will recognize gain or loss upon the sale, redemption, or other taxable disposition of New Company Common Shares. Subject to the rules regarding market discount discussed above, any such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if at the time of the sale, exchange, retirement, or other taxable disposition, the U.S. Holder held the New Company Common Shares for more than one year. Long-term capital gains of an individual taxpayer generally are taxed at preferential rates. The deductibility of capital losses is subject to certain limitations as described below.

Medicare Tax

Certain U.S. Holders that are individuals, estates or trusts whose income exceeds certain thresholds are required to pay an additional 3.8% tax on, among other things, dividends and gains from the sale or other disposition of capital assets. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of New Company Common Shares.

U.S. Federal Income Tax Consequences to U.S. Holders of Owning and Disposing of Substituted New Company Notes

Interest

Stated interest paid to a U.S. Holder will be includible in the U.S. Holder’s gross income as ordinary interest income at the time interest is received or accrued in accordance with the U.S. Holder’s regular method of tax accounting for U.S. federal income tax purposes.

If the “stated redemption price at maturity” of the Substituted New Company Notes exceeds the “issue price” of the Substituted New Company Notes by an amount equal to or greater than a statutorily defined de minimis amount, the Substituted New Company Notes will be considered to be issued with OID for U.S. federal income tax purposes. The stated redemption price at maturity of the Substituted New Company Notes is the total of all payments due on the Substituted New Company Notes other than payments of “qualified stated interest.” In general,

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qualified stated interest is stated interest that is payable unconditionally in cash or in property (other than debt instruments of the issuer) at least annually at a single fixed rate (or at certain qualifying floating rates).

The determination of “issue price” for purposes of this analysis will depend, in part on whether the Substituted New Company Notes are traded on an “established securities market” for U.S. federal income tax purposes. The issue price of a debt instrument that is traded on an established market (or that is issued for stock or securities so traded) would be the fair market value of such debt instrument (or such stock or securities so traded) on the issue date as determined by such trading. The issue price of a debt instrument that is neither so traded nor issued for stock or securities so traded would be its stated principal amount (provided that the interest rate on the debt instrument exceeds the applicable federal rate published by the IRS). Although not free from doubt, the Company believes that either the Substituted New Company Notes or the Company Notes tendered therefor will be treated as traded on an established securities market for U.S. federal income tax purposes, in which case the issue price of the Substituted New Company Notes will likely not equal the stated redemption price at maturity of such Substituted New Company Notes and the Substituted New Company Notes would be treated as issued with OID.

For purposes of determining whether there is OID, the de minimis amount is generally equal to ¼ of 1 percent of the principal amount of the Substituted New Company Notes multiplied by the number of complete years to maturity from their original issue date, or if the Substituted New Company Notes provide for payments other than payments of qualified stated interest before maturity, multiplied by the weighted average maturity (as determined under applicable Treasury Regulations). If the Substituted New Company Notes are issued with OID, a U.S. Holder generally (i) will be required to include the OID in gross income as ordinary interest income as it accrues on a constant yield to maturity basis over the term of the Substituted New Company Notes, in advance of the receipt of the cash attributable to such OID and regardless of the holder’s method of accounting for U.S. federal income tax purposes, but (ii) will not be required to recognize additional income upon the receipt of any cash payment on the Substituted New Company Notes that is attributable to previously accrued OID that has been included in its income. If the amount of OID on the Substituted New Company Notes is de minimis, rather than being characterized as interest, any payment attributable to the de minimis OID will be treated as gain from the sale of the Substituted New Company Notes, and a pro rata amount of such de minimis OID must be included in income as principal payments are received on the Substituted New Company Notes.

Sale, Exchange or Other Taxable Disposition of Substituted New Company Notes

Upon the sale, exchange or other taxable disposition of an interest in the Substituted New Company Notes, a U.S. Holder generally will recognize taxable gain or loss equal to the difference, if any, between the amount realized on the sale, exchange or other taxable disposition (other than accrued but unpaid interest, which will be taxable as interest) and the U.S. Holder’s adjusted tax basis in their interest in the Substituted New Company Notes. A U.S. Holder’s adjusted tax basis in its interest in the New Company Notes will be determined as described above under “Consequences to U.S. Holders of Company Notes”. A U.S. Holder’s tax basis in Substituted New Company Notes will be increased by any previously accrued OID and decreased by any payments on the Substituted New Company Notes other than qualified stated interest. Subject to the rules regarding market discount discussed above, any such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the interest in the New Company Notes has been held for more than one year at the time of its sale, exchange or other taxable disposition. Certain non-corporate U.S. Holders (including individuals) may be eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses is subject to limitations as discussed below.

Medicare Tax

Certain U.S. Holders that are individuals, estates or trusts whose income exceeds certain thresholds are required to pay an additional 3.8% tax on, among other things, interest and gains from the sale or other disposition of capital assets. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the effect, if any, of this tax provision on their ownership and disposition of Substituted New Company Notes.

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Limitations on Capital Losses

A U.S. Holder of who recognizes capital losses in connection with the consummation of the Arrangement or on a subsequent disposition of consideration received pursuant to the Arrangement Agreement will be subject to limits on the use of such capital losses. For non-corporate U.S. Holders, capital losses may be used to offset any capital gains (without regard to holding periods) plus ordinary income to the extent of the lesser of (1) $3,000 ($1,500 for married individuals filing separate returns) or (2) the excess of the capital losses over the capital gains. U.S. Holders, other than corporations, may carry over unused capital losses and apply them to capital gains and a portion of their ordinary income for an unlimited number of years. For corporate U.S. Holders, losses from the sale or exchange of capital assets may only be used to offset capital gains. Corporate U.S. Holders may only carry over unused capital losses for the five years following the capital loss year, but are allowed to carry back unused capital losses to the three years preceding the capital loss year.

Certain United States Federal Income Tax Consequences to Non-U.S. Holders of Company Common Shares or Company Notes

The following discussion includes only certain U.S. federal income tax consequences of the Restructuring Transactions to Non-U.S. Holders. The discussion does not include any non-U.S. tax considerations. The rules governing the U.S. federal income tax consequences to Non-U.S. Holders are complex. Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, and local and the foreign tax consequences of the consummation of the Arrangement Agreement to such Non-U.S. Holder and the ownership and disposition of the New Company Common Shares, as applicable. For purposes of this discussion, a Non-U.S. Holder is any beneficial owner of Company Common Shares or Company Notes, as applicable, that is not a U.S. Holder or a partnership (or other entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes).

Whether a Non-U.S. Holder realizes gain or loss on the exchange and the amount of such gain or loss is determined in the same manner as set forth above in connection with U.S. Holders.

Gain Recognition by Non-U.S. Holders of Company Common Shares

Any gain recognized by a Non-U.S. Holder on the receipt of Share Cash-Out Consideration in exchange for Company Common Shares generally will not be subject to U.S. federal income taxation unless (i) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more during the taxable year in which the Arrangement Agreement is consummated and certain other conditions are met, (ii) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) or (iii) the Company is or has been during a specified testing period a “U.S. real property holding corporation” for U.S. federal income tax purposes and the Non-U.S. Holder has owned more than 5% of the Company Common Stock during such specified testing period.

If the first exception applies, to the extent that any gain is taxable, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the exchange. If the second exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax with respect to any gain realized on the exchange in the same manner as a U.S. Holder. In order to claim an exemption from withholding tax, such Non-U.S. Holder will be required to provide a properly executed IRS Form W-8ECI (or such successor form as the IRS designates). In addition, if such a Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30 percent (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments. The Company is not a “U.S. real property holding corporation”.

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U.S. Federal Income Tax Consequences to Non-U.S. Holders of Owning and Disposing of New Company Common Shares

Dividends on New Company Common Shares

Any distributions made with respect to New Company Common Shares will constitute dividends for U.S. federal income tax purposes to the extent of the Company’s current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent that a Non-U.S. Holder receives distributions that exceed such current and accumulated earnings and profits, such distributions will be treated first as a non- taxable return of capital reducing the Non-U.S. Holder’s basis in its shares. Any such distributions in excess of a Non-U.S. Holder’s basis in its shares (determined on a share-by-share basis) generally will be treated as capital gain from a sale or exchange (and the respective excess distributions as proceeds from a sale or exchange); see discussion below under “Sale, Redemption, Repurchase or Other Taxable Disposition of New Company Common Shares”. Except as described below, dividends paid with respect to New Company Common Shares held by a Non-U.S. Holder that are not effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (or if an income tax treaty applies, are not attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) will be subject to U.S. federal withholding tax at a rate of 30 percent (or lower treaty rate or exemption from tax, if applicable). A Non-U.S. Holder generally will be required to satisfy certain IRS certification requirements in order to claim a reduction of or exemption from withholding under a tax treaty by filing IRS Form W-8BEN or W-8BEN-E (or a successor form) upon which the Non-U.S. Holder certifies, under penalties of perjury, its status as a non-U.S. person and its entitlement to the lower treaty rate or exemption from tax with respect to such payments.

Dividends paid with respect to New Company Common Shares held by a Non-U.S. Holder that are effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (and if an income tax treaty applies, are attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States) generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to the dividends at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty).

Sale, Redemption, Repurchase or Other Taxable Disposition of New Company Common Shares

A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to any gain realized on the sale or other taxable disposition (including a cash redemption) of New Company Common Shares unless:

(i) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition or who is subject to special rules applicable to former citizens and residents of the United States; or

(ii) such gain is effectively connected with such Non-U.S. Holder’s conduct of a U.S. trade or business (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States); or

(iii) the Company is or has been during a specified testing period a “U.S. real property holding corporation” for U.S. federal income tax purposes.

If the first exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of disposition of New Company Common Shares. If the second exception applies, the Non- U.S. Holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. Holder, and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to earnings and profits effectively connected with a U.S. trade or business that are attributable to such gains at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty). The Company is not currently and considers it unlikely, based on its current business plans and operations, that it will become a “U.S. real property holding corporation” in the future.

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U.S. Federal Income Tax Consequences to Non-U.S. Holders of Owning and Disposing of Substituted New Company Notes

Payments with Respect to Substituted New Company Notes

Payments to a Non-U.S. Holder with respect to the Substituted New Company Notes that are treated as interest, including payment attributable to any OID (see discussion above) generally will not be subject to U.S. federal income or withholding tax, provided that the withholding agent has received or receives, prior to payment, appropriate documentation (generally, IRS Form W-8BEN or W-8BEN-E) establishing that the Non-U.S. Holder is not a U.S. person, unless:

(i) the Non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote;

(ii) the Non-U.S. Holder is a “controlled foreign corporation” that is a “related person” with respect to Reorganized Parent (each, within the meaning of the Code);

(iii) the Non-U.S. Holder is a bank receiving interest described in Section 881(c)(3)(A) of the Code; or

(iv) such interest is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (in which case, provided the Non-U.S. Holder provides a properly executed IRS Form W-8ECI (or successor form) to the withholding agent, the Non-U.S. Holder (x) generally will not be subject to withholding tax, but (y) will be subject to U.S. federal income tax in the same manner as a U.S. Holder (unless an applicable income tax treaty provides otherwise), and a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes may also be subject to a branch profits tax with respect to such Non-U.S. Holder’s effectively connected earnings and profits that are attributable to interest at a rate of 30% (or at a reduced rate or exemption from tax under an applicable income tax treaty)).

A Non-U.S. Holder that does not qualify for exemption from withholding tax with respect to interest that is not effectively connected income generally will be subject to withholding of U.S. federal income tax at a 30% rate (or at a reduced rate or exemption from tax under an applicable income tax treaty) on payments that are attributable to interest, including any OID.

For purposes of providing a properly executed IRS Form W-8BEN or W-8BEN-E, special procedures are provided under applicable Treasury Regulations for payments through qualified foreign intermediaries or certain financial institutions that hold customers’ securities in the ordinary course of their trade or business.

Sale, Exchange or Other Taxable Disposition of Substituted New Company Notes

Any gain recognized by a Non-U.S. Holder on the sale, exchange or other disposition of the Substituted New Company Notes (other than an amount representing accrued but unpaid interest on the loans, which is subject to the rules discussed above under “Payments with Respect to Substituted New Company Notes”) generally will not be subject to U.S. federal income taxation unless (i) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more during the taxable year in which the disposition occurs and certain other conditions are met or (ii) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States (and if an income tax treaty applies, such gain is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States).

If the first exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30 percent (or at a reduced rate or exemption from tax under an applicable income tax treaty) on the amount by which such Non-U.S. Holder’s capital gains allocable to U.S. sources exceed capital losses allocable to U.S. sources during the taxable year of the exchange. If the second exception applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax with respect to any gain realized on the exchange in the same manner as a U.S. Holder. In order to claim an exemption from withholding tax, such Non-U.S. Holder will be required to provide a properly executed IRS Form W-8ECI (or such successor form as the IRS designates). In addition, if such a Non-U.S. Holder is a corporation, it may be subject to a branch profits tax equal to 30 percent (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

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FATCA

Under the Foreign Account Tax Compliance Act (“FATCA”), foreign financial institutions and certain other foreign entities must report certain information with respect to their U.S. account holders and investors or be subject to withholding on the receipt of “withholdable payments.” For this purpose, “withholdable payments” are generally U.S. source payments of fixed or determinable, annual or periodical income (including dividends, if any, on shares of New Company Common Shares and interest payments on the Substituted New Company Notes), and also include gross proceeds from the sale of any property of a type which can produce U.S. source interest or dividends (which would include New Company Common Shares and the Substituted New Company Notes). FATCA withholding will apply even if the applicable payment would not otherwise be subject to U.S. federal nonresident withholding tax.

As currently proposed, FATCA withholding rules would apply to payments of gross proceeds from the sale or other disposition of property of a type which can produce U.S. source interest or dividends that occurs after December 31, 2018.

Each Non-U.S. Holder should consult its own tax advisor regarding the possible impact of these rules on such Non-U.S. Holder’s ownership of New Company Common Shares and/or Substituted New Company Notes.

Information Reporting and Backup Withholding

The Company will withhold all amounts required by law to be withheld from payments of interest and dividends. The Company will comply with all applicable reporting requirements of the Code. In general, information reporting requirements may apply to distributions or payments made to a holder of Company Common Shares, New Company Common Shares, Company Notes or Substituted New Company Notes. Additionally, under the backup withholding rules, a holder of Company Common Shares, New Company Common Shares, Company Notes or Substituted New Company Notes may be subject to backup withholding, currently at a rate of 28%, with respect to distributions or payments made pursuant to the Arrangement Agreement unless, in the case of a U.S. Holder, such U.S. Holder provides a properly executed IRS Form W-9 and, in the case of Non-U.S. Holder, such Non-U.S. Holder provides a properly executed applicable IRS Form W-8 (or otherwise establishes such Non-U.S. Holder’s eligibility for an exemption). Backup withholding is not an additional tax but is, instead, an advance payment that may entitle the holder to a refund from the IRS to the extent it results in an overpayment of tax, provided that the required information is provided to the IRS.

In addition, from an information reporting perspective, the Treasury Regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayer participated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of specified thresholds. Holders of Company Common Shares, New Company Common Shares, Company Notes or Substituted New Company Notes are urged to consult their tax advisors regarding these regulations and whether the transactions contemplated by the Arrangement Agreement would be subject to these regulations and require disclosure on such holders’ tax returns.

THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR COMPANY SECURITYHOLDER IN LIGHT OF SUCH PERSON’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL COMPANY SECURITYHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTION CONTEMPLATED BY THE ARRANGEMENT AGREEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

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PART II — PRO FORMA INFORMATION OF NEW MOOD AFTER GIVING EFFECT

TO THE ARRANGEMENT

General

The following sets forth certain information relating to the Company, together with pro forma information of New Mood after giving effect to the Arrangement and certain other adjustments.

New Mood will be a corporation under the DGCL with the name “Mood Media Corporation” and with the registered address of c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

Additional information concerning the Company is set forth elsewhere in this Circular. See “Part III — Information Concerning the Company.”

Pre- and Post-Arrangement Steps and Post-Arrangement Organizational Structure

In connection with the Arrangement, the following steps, among others, will be effected both prior to and after those steps described in the Plan of Arrangement:

Pre-Arrangement Steps

(1) The Company shall form DLLC1, a wholly owned limited liability company organized under the laws of Delaware. DLLC1’s capital will consist of common interests. The Company will subscribe for $10 of common interests. The manager of DLLC 1 will not be a resident of Canada. DLLC 1 shall form DLLC2, a wholly-owned limited liability company organized under the laws of Delaware. DLLC2 will be formed in the same manner as DLLC 1, as described above. Each of DLLC1 and DLLC2 shall be treated as disregarded entities for U.S. federal income tax purposes.

(2) DLLC2 shall form SubCo, a wholly-owned corporation incorporated under the laws of Delaware.

(3) DLLC2 will enter into the New Credit Facility with the new lenders pursuant to the Credit Facility

Refinancing.

(4) DLLC2 shall loan the proceeds from the New Credit Facility to the Company (the “Upstream Loan”) on a senior secured basis to repay the Credit Facility. DLLC2 shall pledge the note evidencing the Upstream Loan in favour of the new lenders under New Credit Facility. The proceeds under the New Credit Facility attributable to the MMGSA Notes Redemption shall remain in DLLC2.

(5) The Company shall use the proceeds of the Upstream Loan to repay the Credit Facility and complete the Credit Facility Refinancing.

Post-Arrangement Steps Implemented After the Domestication

(6) The New Mood Board shall be appointed.

(7) New Mood shall contribute all of its assets (being the shares and intercompany debt of various Subsidiaries) to DLLC2 in consideration for (i) the repayment of the Upstream Loan and (ii) the issuance by DLLC2 to New Mood of the Substituted New Company Notes.

(8) New Mood shall redeem the New Company Notes by delivery of a corresponding aggregate principal amount of Substituted New Company Notes.

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All material Subsidiaries of the Company existing immediately before the commencement of the Arrangement will remain in existence as indirect Subsidiaries of New Mood following completion of the Arrangement and the post-Arrangement steps set out above.

Narrative Description of Business

Following the consummation of the Arrangement, New Mood will carry on the businesses of the Company. For a detailed description of the historical development of the Company’s business and operations and, therefore, the business to be carried on by New Mood, see the Company AIF, which is incorporated by reference in “Part III — Information Concerning the Company” of this Circular.

Description of New Mood Share Capital

General

New Mood will be authorized to issue 225,000,000 shares of common stock (i.e., New Company Common Shares) and 50,000,000 shares of preferred stock (i.e., New Company Preferred Stock), in each case with par value of $0.01 per share.

New Company Common Shares

The rights, privileges and conditions attaching to the New Company Common Shares as a class shall be as follows.

· Dividend Rights. The holders of the New Company Common Shares, after the payment of any dividends payable to the holders of New Company Preferred Stock, shall be entitled to receive, and New Mood shall pay thereon if, as and when declared by the Board, out of the monies of New Mood properly applicable to the payment of dividends in any financial year, such dividends in any financial year as the Board may be resolution determine.

· Voting Rights. The holders of New Company Common Shares shall be entitled to one vote for each New Company Common Share on all matters required or permitted to be voted on by stockholders of New Mood under the DGCL. The New Company Common Shares shall be subject to all of the rights, privileges, preferences and priorities, if any, of the holders of any outstanding series of New Company Preferred Stock.

New Company Preferred Stock

Although it is not contemplated that any New Company Preferred Stock will be issued and outstanding immediately following the completion of the Arrangement, the New Mood Board will be expressly authorized, by resolution or resolutions, to provide, out of the authorized and unissued shares of New Company Preferred Stock, for one or more series of New Company Preferred Stock and, with respect to each such series, to fix the voting rights, if any, designations, powers, preferences and the relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, of each such series of New Company Preferred Stock, and the number of shares constituting such series. Unless otherwise provided in any such resolution or resolutions providing for one or more series of New Company Preferred Stock, (a) the number of shares of each such series may be increased or decreased (but not below the number of shares thereof then outstanding), and (b) the voting rights, if any, designations, powers, preferences and the relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, of each series of New Company Preferred Stock may differ from those of any and all other series at any time outstanding.

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New Mood Warrants

In consideration for providing the New Credit Facility, New Mood will also issue Series A Warrants of New Mood to HPS Investment Partners, LLC or one or more of its affiliates entitling the holders thereof to receive, upon exercise of such Series A Warrants, an aggregate of 2% of the total outstanding New Company Common Shares calculated as of the Effective Date. The exercise price of the Series A Warrants will be fixed on the Effective Date and such Series A Warrants will expire on the fifth anniversary of the Effective Date.

Governance of New Mood Following the Arrangement

Board of Directors

· David Sambur, a nominee of the Apollo Sponsor;

· Reed Rayman, a nominee of the Apollo Sponsor;

· Lee Solomon, a nominee of the Apollo Sponsor;

· Salim Hirji, a nominee of the Apollo Sponsor;

· Eric Nadan, a nominee of the GSO Sponsors;

· Gordon McKemie, a nominee of the GSO Sponsors; and

· Steven Richards, the Chief Executive Officer of the Company.

The business experience, qualifications and affiliations of each of the Apollo Sponsor nominees and GSO Sponsors nominees listed above are set forth below.

David Sambur (37)

Mr. Sambur is a Senior Partner at Apollo Private Equity, having joined in 2004. Prior to that time, Mr. Sambur was a member of the Investment Banking division of Salomon Smith Barney Inc. Mr. Sambur serves on the board of directors of AGS Capital LLC, Caesars Acquisition Company, Caesars Entertainment Corporation, Coinstar LLC, Diamond Resorts International Inc., Rackspace Inc., EcoATM, LLC and Redbox Automated Retail LLC. Mr. Sambur is also a member of the Mount Sinai Department of Medicine Advisory Board. Mr. Sambur graduated summa cum laude and Phi Beta Kappa from Emory University with a BA in Economics.

Reed Rayman (31)

Mr. Rayman is a Principal at Apollo Private Equity, having joined in 2010. Prior to that time, Mr. Rayman was a member of the Principal Strategies and the Industrials Investment Banking groups at Goldman Sachs & Co.

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Mr. Rayman serves on the board of directors of The ADT Corporation, Coinstar LLC, EcoATM, LLC and Redbox Automated Retail LLC. Mr. Rayman graduated cum laude from Harvard University with an AB in Economics.

Lee Solomon (45)

Mr. Solomon is a Partner at Apollo Private Equity, having joined in 2009. Prior to that time, Mr. Solomon was the Chief Operating Officer of The Weinstein Company. Prior thereto, he served as a Principal at Grosvenor Park, which was a joint venture with Fortress Investment Group. Prior to that, he was the Executive Vice President of Business Affairs for Helkon Media. Mr. Solomon serves on the board of directors of Endemol Shine Group, Redbox Automated Retail LLC, Coinstar LLC, The ADT Corporation and Eco ATM. He received his MBA from The Stern School of Business at New York University and graduated from the University of Rochester with a BA in Economics and Political Science.

Salim Hirji (27)

Mr. Hirji is an associate at Apollo Private Equity, having joined Apollo in 2013. Prior to that time, Mr. Hirji was a member of the Financial Institutions Investment Banking Group of Goldman, Sachs & Co. Mr. Hirji serves on the board of directors of Presidio, Inc. Mr. Hirji graduated summa cum laude and Phi Beta Kappa from Columbia University with a BA in Economics and Political Science.

Eric Nadan (38)

Mr. Nadan is a Managing Director with GSO Capital Partners, having joined in 2012. Prior to that time, Mr. Nadan worked as a Principal at Diamond Castle Partners, and previously he was an Associate at Forstmann Little & Co., an Analyst at DLJ Investment Partners, CSFB Private Equity’s mezzanine investment fund, and an Analyst in the investment banking division at CSFB, in the Financial Sponsors Group. Mr. Nadan serves on the board of directors of Energy Alloys, Inc. and Advanced Lighting Technologies, Inc. Mr. Nadan graduated with a BS in Economics, summa cum laude, from the Wharton School of the University of Pennsylvania.

Gordon McKemie (33)

Mr. McKemie is a Principal with GSO Capital Partners, having joined in 2012. Prior to that time, Mr. McKemie was an Associate in Leveraged Finance at Citigroup and an Assistant Vice President in high yield research at Barclays Capital, and he started his career at Lehman Brothers. Mr. McKemie received a B.B.A. from Goizueta Business School at Emory University.

Quorum and Voting

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Apollo Employee Director and/or GSO Employee Director, as the case may be, attends a meeting of the Board, then such meeting may be reconvened with a substantially identical agenda at least two business days but not more than 21 calendar days from the initial meeting, and if such Apollo Employee Director and/or GSO Employee Director, as the case may be, fails to attend such reconvened meeting, a quorum may be deemed to be obtained at such reconvened meeting notwithstanding the absence of such Apollo Employee Director and/or GSO Employee Director, as the case may be.

· See Article VI, Section (B)(a) of Exhibit “I” to Appendix C of this Circular;

· in the event that any condition in the foregoing item is not satisfied, then if any Apollo Director is absent from a meeting of the Board or committee or subcommittee thereof or if there is a vacancy or unfilled position on the Board or such committee or subcommittee that the Apollo Sponsor is entitled to fill pursuant to the Investor Rights Agreement, an additional one vote for each such absent Apollo Director and each such vacancy will be divided pro rata among the Apollo Employee Directors participating in such meeting, such that the Apollo Employee Directors participating in the meeting, together with any Apollo Non-Employee Directors participating in the meeting, will collectively have an aggregate number of votes equal to the total number of Apollo Directors then serving on the Board or such committee or subcommittee plus the number of any vacancies or unfilled positions that the Apollo Sponsor is entitled to fill at such time under the terms of the Investor Rights Agreement; and

· See Article VI, Section (B)(b) of Exhibit “I” to Appendix C of this Circular.

· if any GSO Director is absent from a meeting of the Board or committee or subcommittee thereof or if there is a vacancy or unfilled position on the Board or such committee or subcommittee that the GSO Sponsors are entitled to fill pursuant to the Investor Rights Agreement, an additional one vote for each such absent GSO Director and each such vacancy will be divided pro rata among the GSO Employee Directors participating in such meeting, such that the GSO Employee Directors participating in the meeting, together with any GSO Non-Employee Directors participating in the meeting, will collectively have an aggregate number of votes equal to the total number of GSO Directors then serving on the Board or such committee or subcommittee plus the number of any vacancies or unfilled positions that the GSO Sponsors are entitled to fill at such time under the terms of the Investor Rights Agreement.

· See Article VI, Section (B)(c) of Exhibit “I” to Appendix C of this Circular.

Management

It is expected that the current executive officers of the Company will continue as the executive officers of

New Mood following the consummation of the Arrangement and the Continuance and Domestication.

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Certain Anti-Takeover, Limited Liability and Indemnification Provisions

Certain provisions in New Mood’s certificate of incorporation and bylaws and in the Investor Rights Agreement, summarized below, may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a holder of New Company Common Shares might consider to be in its best interests, including attempts that might result in a premium being paid over the per share price for the New Company Common Shares held by holders of New Company Common Shares.

Stockholder Action by Written Consent

The New Mood bylaws will provide that any action required to be or that may be taken at any meeting of holders of New Company Common Shares may be taken without a meeting, without prior notice and without a vote, if and only if a consent in writing, setting forth the action so taken, shall be signed by the holders of New Company Common Shares having not less than the minimum number of votes necessary to take such action (including such votes as may be required pursuant to the consent rights described in “— Investor Rights Agreement — Consent Rights”).

Advance Notice Requirements for Stockholder Proposals and Director Nominations

The New Mood bylaws will provide that holders of New Company Common Shares seeking to bring business before an annual meeting of holders of New Company Common Shares, or to nominate candidates for election as directors at an annual or special meeting of holders of New Company Common Shares, must provide timely notice thereof in writing. To be timely, a holder of New Company Common Shares’ notice generally must be delivered to and received at New Mood’s principal executive offices: (a) in the context of an annual meeting of holders of New Company Common Shares, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, that, in the event that the date of such meeting is advanced more than 30 days prior to, or delayed by more than 60 days after, the anniversary of the preceding year’s annual meeting of New Mood’s holders of New Company Common Shares, a holder of New Company Common Shares’ notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or, if the first mailing or public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which mailing or public announcement of the date of such meeting is first made; or (b) in the context of a special meeting of holders of New Company Common Shares, no earlier than 120 days before and no later than the later of 90 days before such special meeting and the tenth day after the day on which the notice of such special meeting was first made by mail or public announcement. New Mood’s bylaws also will specify certain requirements as to the form and content of a holder of New Company Common Shares’ notice. These provisions may preclude holders of New Company Common Shares from bringing matters before an annual meeting of holders of New Company Common Shares or from making nominations for directors at an annual meeting of holders of New Company Common Shares.

Special Meetings of Stockholders

Special meetings of New Mood holders of New Company Common Shares may be called only by New Mood’s chairman of the board or by a majority of the Board pursuant to a resolution approved by the Board, and business transacted at any special meeting of holders of New Company Common Shares shall be limited to the purposes stated in the notice of such special meeting.

Limitation of Officer and Director Liability and Indemnification Arrangements

New Mood’s certificate of incorporation will limit the liability of New Mood directors to the maximum extent permitted by Delaware law. If Delaware law is amended following the Effective Date to authorize corporate action further limiting or eliminating the personal liability of directors, then the liability of New Mood’s directors will be limited or eliminated to the fullest extent permitted by Delaware law as so amended.

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New Mood’s bylaws will provide that New Mood will, from time to time, to the fullest extent permitted by law, indemnify and hold harmless each current or former holder of New Company Common Shares, director, officer of New Mood, any of their respective direct or indirect affiliates, or any former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, affiliates (including any portfolio company), members, financing sources, investors, managers, general or limited partners or assignees of any of the foregoing who, while operating in such capacity, also is or was an Apollo Party or a GSO Party, from and against all liabilities and expenses in certain suits or proceedings arising out of their status as an officer or director or their activities in such capacities. New Mood also will indemnify any person who, at New Mood’s request, is or was serving as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by New Mood.

The right to be indemnified will include the right of an indemnitee to be paid expenses, including attorneys’ fees, in advance of the final disposition of any proceeding, provided that, if required by law, New Mood receives an undertaking to repay such amount if it will be determined that such indemnitee is not entitled to be indemnified.

The Board may take certain action it deems necessary to carry out these indemnification provisions, including purchasing insurance policies. Neither the amendment nor the repeal of these indemnification provisions will eliminate or reduce any rights to indemnification relating to such person’s status or any activities prior to such amendment, repeal or adoption.

New Mood will enter into separate indemnification agreements with each of its directors and executive officers that may contain provisions that are be broader than the specific indemnification provisions contained in Delaware law. These indemnification agreements may require New Mood, among other things, to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require New Mood to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.

Delaware Anti-Takeover Law

Pursuant to its certificate of incorporation, New Mood will elect to be exempt from the restrictions imposed under Section 203 of the DGCL. Section 203 of the DGCL provides that, subject to exception specified therein, an “interested stockholder” of a Delaware corporation shall not engage in any “business combination,” including general mergers or consolidations or acquisitions of additional shares of the corporation, with the corporation for a three-year period following the time that such stockholder becomes an interested stockholder unless:

· prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

· upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding specified shares); or

· on or subsequent to such time, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

Under Section 203, the restrictions described above also do not apply to specified business combinations proposed by an interested stockholder following the announcement or notification of one of specified transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if such transaction is approved or not opposed by a majority of the directors who were directors prior to any person

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becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.

Except as otherwise specified in Section 203, an “interested stockholder” is defined to include:

· any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and

· the affiliates and associates of any such person.

Under some circumstances, Section 203 makes it more difficult for a person who is an interested stockholder to effect various business combinations with New Mood for a three-year period.

Forum Selection

Amendment of New Mood Governing Documents

The New Mood certificate of incorporation will provide that New Mood will not have the power to amend the New Mood certificate of incorporation (including by way of merger or consolidation of New Mood with another corporation or entity) without: (a) the prior vote or written consent of the holders of a majority of the voting power of the issued and outstanding shares of Common Stock, voting separately as a class; (b) for so long as the Apollo Sponsor and its affiliates beneficially own at least 10% of the Common Stock issued and outstanding as of the Effective Date, the prior consent of the Apollo Sponsor; and (c) for so long as the GSO Sponsors and their affiliates beneficially own at least 10% of the Common Stock issued and outstanding as of the Effective Date, the prior consent of the GSO Sponsors. Any such amendment will also be subject to the consent rights described in “— Investor Rights Agreement — Consent Rights.”

The New Mood certificate of incorporation will also provide that the New Mood bylaws may be made, altered, amended or repealed: (a) by the Board, but only with the authorization of (i) the Apollo Sponsor, if the Apollo Sponsor and its affiliates beneficially own at least 10% of the New Company Common Shares outstanding as of the Effective Date, and (ii) the GSO Sponsors, if the GSO Sponsors and their affiliates beneficially own at least 10% of the New Company Common Shares outstanding as of the Effective Date; or (b) by the vote of a majority of the holders of New Company Common Shares present in person or by proxy at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration, amendment, repeal or addition is contained in the notice of such special meeting. Any such alteration, amendment or repeal will also be subject to the consent rights described in “—Investor Rights Agreement — Consent Rights.”

Corporate Opportunity

New Mood’s certificate of incorporation will provide that, to the furthest extent permitted by applicable law, Apollo Sponsor and the GSO Sponsors and their respective direct or indirect affiliates and any person or entity who, while a holder of New Company Common Shares or a director, officer or agent of New Mood or any of its Subsidiaries and affiliates, is a director, officer, principal, partner, member, manager, employee, agent and/or other

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representative of the Apollo Sponsor or the GSO Sponsors or of their respective direct or indirect affiliates (each, an “Identified Person”): (a) shall have the right to, and shall have no duty not to, directly or indirectly engage in and possess interests in other business ventures, including those that compete with or are engaged in the same or similar business activities as New Mood and certain of its affiliates, with no obligation to offer New Mood or its affiliates the right to participate therein; and (b) shall have the right to invest in, or provide services to, any person that competes with or is engaged in the same or similar business activities as New Mood or certain of its affiliates.

New Mood’s certificate of incorporation will also provide that, to the fullest extent permitted by applicable law:

· New Mood renounces any interest in or expectancy with respect to any potential transaction or matter (including any investment, corporate or business opportunity or prospective economic or competitive advantage) (a “Competitive Opportunity”) that the Apollo Sponsor, the GSO Sponsors, or any other Identified Person acquires knowledge of, even if such Competitive Opportunity is one in which New Mood, its affiliates or equity holders, could have an interest or expectancy; and

As a result, if any Apollo Director or GSO Director or any other Identified Person becomes aware of any Competitive Opportunity, such person may direct such Competitive Opportunity to another business in which they have invested, in which case New Mood may not become aware of or otherwise have the ability to pursue such Competitive Opportunity. Further, affiliates of Apollo Sponsor and the GSO Sponsor may compete with New Mood for such Competitive Opportunity. As a result, by renouncing its interest and expectancy in any business opportunity that may be from time to time presented to any of the parties described above, New Mood may experience adverse effects to its business or prospects, as attractive business opportunities could be procured by such persons for their own benefit rather than for New Mood’s.

Investor Rights Agreement

In connection with the completion of the Arrangement, at the Closing New Mood and the Sponsors will enter into the Investor Rights Agreement, which will become effective immediately following the Continuance and Domestication. The Investor Rights Agreement will contain, among other things, the agreement among the Sponsors to restrict their ability to transfer New Company Common Shares during the Lock-Up Period, as well as rights of first refusal, tag-along rights and drag-along rights. Pursuant to the Investor Rights Agreement, prior to a qualifying initial public offering, the Sponsors will have preemptive rights to acquire their pro rata portion of any future issuances of additional securities of New Mood, subject to certain customary exceptions. The Investor Rights Agreement also contains certain registration rights in favor of the Sponsors.

Director and Committee Member Appointment Rights

The Investor Rights Agreement will provide the Sponsors with certain rights with respect to the nomination of directors to serve on the Board, subject to applicable law. Immediately following the completion of the Arrangement and the Continuance and Domestication, the Board will comprise seven directors: (a) four nominated by the Apollo Sponsor; (b) two nominated by the GSO Sponsors; and (c) the chief executive officer of New Mood. In the event New Mood remains a reporting issuer in Canada, not less than three directors of the Board will be

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independent to the extent required by, and in accordance with, applicable Canadian securities laws. Please refer to “— Governance of New Mood Following the Arrangement” below for further details.

As ownership in New Mood by a Sponsor decreases, the Investor Rights Agreement will provide for the reduction in the number of directors such Sponsor may nominate. The tables below state the number of director(s) that each Sponsor may nominate to the Board pursuant to the Investor Rights Agreement based on the ownership of New Company Common Shares by such Sponsor and its affiliates, in each case, expressed as a percentage of ownership of the total New Company Common Shares issued and outstanding as of the Effective Time (e.g., 30% means that the Sponsor and its affiliates beneficially own 30% of the New Company Common Shares issued and outstanding as of the Effective Time). The nomination rights specified below will apply only for so long as (and at any time that) the Apollo Sponsor, or the Apollo Sponsor together with the GSO Sponsors, beneficially own(s), in the aggregate, more than 50% of the then issued and outstanding New Company Common Shares.

Apollo Sponsor Ownership		Directors
At least 30%		4
At least 20% but less than 30%		3
At least 10% but less than 20%		2
At least 5% but less than 10%		1
Less than 5%		0

GSO Sponsors Ownership		Directors
At least 10%		2
At least 5% but less than 10%		1
Less than 5%		0

After the Effective Date, if the Apollo Sponsor, or the Apollo Sponsor together with the GSO Sponsors, do(es) not beneficially own, in the aggregate, more than 50% of the then issued and outstanding New Company Common Shares, then, subject to the requirements of applicable law (including, if applicable, Canadian securities laws) and stock exchange listing standards (and, in the event of any such restrictive requirement, to the maximum extent permitted under such applicable law and stock exchange listing standards), each of the Apollo Sponsor and the GSO Sponsors will be entitled to nominate a percentage of the total members of the Board that is equal to the percentage of the total voting power of New Mood beneficially owned by the Apollo Sponsor or the GSO Sponsors, as the case may be, rounded to the nearest whole number of directors.

For purposes of determining each of the Apollo Sponsor’s and the GSO Sponsors’ director nomination rights, the percentage of New Company Common Shares held by the Apollo Sponsor or the GSO Sponsors, respectively, will be aggregated with any holdings of affiliates of the Apollo Sponsor or the GSO Sponsors, respectively.

If a vacancy on the Board is caused by the death, retirement, resignation or removal of any director nominated by the Apollo Sponsor or the GSO Sponsors, then, to the fullest extent permitted by applicable law, the Apollo Sponsor or the GSO Sponsors, as the case may be, will have the right to nominate a director to fill such vacancy, and New Mood will take all action to cause such director to be appointed to the Board.

Consent Rights

The Investor Rights Agreement also provides that for so long as the Apollo Sponsor and its affiliates and/or the GSO Sponsors and their affiliates beneficially own at least 10%, respectively, of the New Company Common Shares outstanding as of the Effective Date, any and all matters set forth in the list below will require the approval of the Apollo Sponsor and/or the GSO Sponsors, as the case may be:

1. Any change to the size of the Board or any board of a subsidiary of New Mood (or comparable governing body thereof);

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2. Any amendment or other modification to the governing documents of New Mood or, subject to certain exceptions, the governing documents of a subsidiary of New Mood;

3. Any engagement in any unrelated line of business;

4. Certain sales of material assets or subsidiaries by New Mood or its Subsidiaries (excluding any Sale Transaction that GSO Sponsors are required to vote in favor of (see “— Support for Sale Transaction” below));

5. Certain acquisitions of other entities or material assets thereof;

6. Certain assumptions of material liabilities;

7. Issuances by New Mood or its Subsidiaries of equity interests (including rights or other interests convertible into equity interests), subject to certain exceptions;

8. Certain issuances or incurrences of indebtedness by New Mood or its Subsidiaries following the Effective Date;

9. Certain redemptions, reclassifications, purchases, retirement, or other acquisitions by New Mood or its Subsidiaries of the equity or debt of New Mood or its Subsidiaries;

10. Any formation of, or any material transaction with, a joint venture of (a) New Mood or (b) any of its Subsidiaries; and

11. The entrance into any agreement, commitment, or arrangement to effect any of the foregoing.

Please refer to the Governance Term Sheet, which is also attached to this Circular as Appendix F for further detail.

Restrictions on Transfer and Rights of First Offer

During the Lock-Up Period, each Sponsor must obtain the consent of the other Sponsor prior to making any transfer of New Company Common Shares that would reduce its aggregate beneficial ownership of the then issued and outstanding New Company Common Shares to 30% or below, in the case of the Apollo Sponsor, or to 21% or below, in the case of the GSO Sponsors. Any transfer of New Company Common Shares to an affiliate is not subject to such consent requirement.

Following the Lock-Up Period, neither Sponsor will be subject to any restrictions in connection with the transfer of New Company Common Shares other than a right of first offer in favor of the other Sponsor (and any other restriction under applicable law). Any prospective selling Sponsor will notify the Company and the other Sponsor of such proposed transfer and the terms of such transfer. The Sponsor so notified will have the right to purchase its pro rata portion of New Company Common Shares proposed to be sold by such prospective selling Sponsor, and any remaining portion of the New Company Common Shares proposed to be sold may be transferred by such prospective selling Sponsor.

Tag-Along Rights

Prior to a qualifying initial public offering, each of the Apollo Sponsor and the GSO Sponsors will have customary tag-along rights in connection with any transfer or transfers (other than transfers to affiliates and certain other permitted transfers) by the Apollo Sponsor or the GSO Sponsors, respectively, that, individually or in the aggregate, represent more than 15% of the equity securities (including securities or rights convertible into equity securities) of New Mood at the Effective Date. Pursuant to such tag-along right, each Sponsor must notify the other Sponsor of the proposed terms of any such transfer prior to or concurrently with the entering into definitive documents relating to such transfer. The other Sponsor will have the right and option, but not the obligation, to transfer its pro rata portion to such purchaser.

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Support for Sale Transaction

If (a) New Mood intends or proposes to enter into a transaction that will result in the acquisition by a third party not affiliated with the Apollo Sponsor of a majority or greater of the equity securities of New Mood or that will result in a sale of all or substantially all of New Mood’s assets (including by means of merger, consolidation, other business combination, share exchange, other reorganization or any sale of equity securities of New Mood or any of its Subsidiaries) (any such transaction, a “Sale Transaction”), (b) the Board approves such Sale Transaction, (c) Apollo Sponsor approves such Sale Transaction and (d) such Sale Transaction will result in a minimum amount, as agreed between Apollo Sponsor and the GSO Sponsors, of cash proceeds being paid to holders of New Company Common Shares, then, at the request of New Mood, GSO Sponsors will be required to, among other things, vote in favor of such Sale Transaction (if such a vote is required), waive any appraisal or dissenters’ rights, execute and deliver relevant agreements and instruments and agree to and take all other actions reasonably requested by New Mood or the Apollo Sponsor to effect such Sale Transaction (including, without limitation, the sale of their equity interests).

Preemptive Rights

Prior to a qualifying initial public offering, each Sponsor will have the right to purchase its pro rata share of any equity securities (including securities or rights convertible into equity securities) that New Mood or any of its Subsidiaries may propose to sell and issue, subject to customary exceptions.

Registration Rights

Pursuant to the Investor Rights Agreement, in connection with the completion of the Arrangement, New Mood will grant the Sponsors the right, under certain circumstances and subject to certain restrictions, to require New Mood to register under the U.S. Securities Act Registrable Securities that are held or acquired by them.

Initial Public Offering

Following the Lock-Up Period, the Sponsors may jointly compel New Mood to complete a qualifying initial public offering.

Demand Rights

Following a qualifying initial public offering, each Sponsor will have certain “demand” registration rights to request that New Mood register all or part of such Sponsor’s shares of Registrable Securities on an applicable registration statement under the U.S. Securities Act. New Mood is not required to comply with any demand registration request: (a) unless either (i) the aggregate net cash proceeds reasonably expected to be received from the sale of securities requested to be included in the registration statement exceeds a threshold amount or (ii) the securities to be included in the registration statement are all of the Registrable Securities held by the requesting Sponsor; (b) if New Mood has already effected three demand registrations or marketed underwritten shelf take- downs at the behest of the requesting Sponsor, collectively; or (c) if New Mood has already effected one demand registration or marketed underwritten shelf take-down at the behest of the requesting Sponsor in the same twelve- month period, unless otherwise agreed in writing by the non-requesting Sponsor. New Mood will have certain customary rights to delay filing such a registration statement in certain limited circumstances.

Shelf Registration Rights

Following a qualifying initial public offering, each Sponsor will have customary shelf registration rights with respect to Registrable Securities of New Mood held by such Sponsor. New Mood will have certain customary rights to delay filing or suspend the effectiveness of any shelf registration statement. Each Sponsor will have the right to request shelf take-downs from such shelf registration statements, and the associated offerings may be underwritten or not underwritten, marketed or not marketed. New Mood is not required to comply with any request for an underwritten shelf take-down unless either: (a) the aggregate net cash proceeds reasonably expected to be received from the sale of securities requested to be included in the registration statement exceeds a threshold

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amount; or (b) the securities to be included in the registration statement are all of the Registrable Securities held by the requesting Sponsor.

Piggyback Registration Rights

The Investor Rights Agreement also grants to the Sponsors certain “piggyback” registration rights, pursuant to which each Sponsor is entitled to include certain securities in a registration statement filed by New Mood, whether at the request of the other Sponsor or otherwise, subject (a) to pro rata cutbacks (based on the amount of equity securities included for such sale) and customary lock-ups, as discussed below, and (b) such other reasonable and customary limitations as may be mutually agreed between the Sponsors.

Cut-Backs and Lock-up Periods

If the underwriter in an offering pursuant to an underwritten shelf take-down or a “demand” or “piggyback” registration advises New Mood that marketing factors (including a significant adverse effect on the per security offering price) require a limitation of the number of Registrable Securities to be underwritten, then New Mood will notify the participating securityholders, and the number of Registrable Securities to be included in such offering will be allocated (a) pro rata among the participating securityholders, in the case of an underwritten shelf take-down or a demand registration, or (b) first, to New Mood, and second (only to the extent that additional capacity remains), pro rata among the participating securityholders, in the case of a piggyback registration.

Underwriters

In connection with any underwritten offering pursuant to an exercise of demand registration rights under the Investor Rights Agreement, the underwriter will be selected by New Mood, provided such underwriter is reasonably acceptable to the Sponsor initiating the request for such offering. In connection with any underwritten offering pursuant to a shelf take-down in accordance with the Investor Rights Agreement, the Sponsors will mutually select the underwriter(s), provided such underwriter(s) must be reasonably acceptable to New Mood. In connection with any exercise of “piggyback” registration rights by the Sponsors with respect to an offering effected by New Mood other than pursuant to the Sponsors’ registration rights, New Mood will select the underwriters.

Indemnification; Expenses

With respect to any registration, qualification, compliance or sale effected pursuant to a registration effected under the Investor Rights Agreement, New Mood has agreed to indemnify prospective sellers, certain of their related parties and the underwriters, if any, against all claims, losses, damages and liabilities (or actions in respect thereto) arising out of or based upon: (a) any untrue statement (or alleged untrue statement) or omission (or alleged omission) of material fact in any prospectus, offering circular, free writing prospectus or other similar document (including any related registration statement, notification or the like) incident to any such registration, qualification, compliance or sale; (b) any violation or alleged violation by New Mood of applicable law or regulation in connection with such registration, qualification, compliance or sale; and (c) any failure to register or qualify the registrable securities in any state where New Mood or its agents have undertaken or agreed to undertake such registration or qualification.

The Investor Rights Agreement also provides that each Sponsor, severally and not jointly, will indemnify New Mood, certain of its related parties and the underwriters, if any, against all claims, losses, damages and liabilities (or actions in respect thereto) arising out of or based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) of material fact in any prospectus, offering circular, free writing prospectus or other similar document (including any related registration statement, notification or the like) incident to any such registration, qualification, compliance or sale to the extent that such actual or alleged statement or omission was included in reliance upon information that relates to such Sponsor in its capacity as a selling securityholder and was furnished to New Mood by such Sponsor expressly for use in such document, up to the amount of gross proceeds received by such Sponsor (after underwriting discounts and commissions) upon the sale of the registrable securities giving rise to such indemnification obligation.

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The costs and expenses of participating securityholders incurred in connection with any non-marketed underwritten shelf take-down initiated pursuant to the Investor Rights Agreement will be borne on a pro rata basis by such securityholders in accordance with the number of Registrable Securities each is selling in such shelf take- down. All other expenses incurred in connection with a registration of Registrable Securities pursuant to the Investor Rights Agreement (including certain reasonable fees and disbursements of the Sponsors’ legal counsel and accounting firms, reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities and fees and expenses of special experts or other persons retained by New Mood in connection with such registration) generally will be borne by New Mood, except that New Mood will not be required to pay stock transfer taxes, underwriters’ discounts, selling commissions or fees relating to registrable securities.

Amendment

Any amendment or waiver to or of any provision of the Investor Rights Agreement will require the prior written approval of the Apollo Sponsor and the GSO Sponsors.

Penalties of Sanctions

To the knowledge of management of the Company, no proposed director or executive officer of New Mood has: (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Individual Bankruptcies

To the knowledge of management of the Company, no proposed director of New Mood is or has, within the 10 years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Corporate Cease Trade Orders or Bankruptcies

Except as set forth below, to the knowledge of management of the Company, no proposed director of New Mood is, or has been within the past 10 years, a director or executive officer of any company that, while such person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemptions under securities legislation that was in effect for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after that individual ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the company access to any exemptions under securities legislation that was in effect for a period of more than 30 consecutive days; or (iii) or within a year of that individual ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets:

· Mr. David Sambur served as a member of the Board of Directors of (a) (i) Momentive Performance Materials Holdings Inc. during the period of February 12, 2014 to October 24, 2014, (ii) Momentive Performance Materials Inc. during the period of October 1, 2014 to October 24, 2014 and (iii) MPM Holdings Inc. during the period of October 24, 2014 to November 3, 2016. On April 13, 2014, Momentive Performance Materials Holdings Inc., Momentive Performance Materials Inc. and MPM Holdings Inc. commenced proceedings under chapter 11 of title 11 of the United States Code, 11 U.S.C.; (b) (i) Verso Corporation (f/k/a Verso Paper Corp) during the period of February 11, 2008 to July 15, 2016, and (ii) NewPage Holdings, Inc. during the period of January 7, 2015 to September 21, 2015. On January 26, 2016, Verso Corporation (f/k/a Verso Paper Corp), and NewPage Holdings, Inc. commenced proceedings under chapter 11 of title 11 of the United States Code, 11 U.S.C.; and (c) Caesars Entertainment Operating Company, Inc. from June 27, 2014 to present. On January 15, 2015, Caesars Entertainment Operating Company, Inc. commenced proceedings under chapter 11 of title 11 of the United States Code, 11 U.S.C.;

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· Mr. Lee Solomon served as a member of the Board of Directors (or equivalent) of (a) CORE Entertainment Cayman Limited during the period of August 3, 2011 to October 15, 2015, (b) CORE Entertainment, Inc. during the period of June 16, 2011 to October 15, 2015, (c) CORE Entertainment UK Limited during the period of June 21, 2011 to October 15, 2015, (d) CORE Entertainment Offeror, LLC during the period of June 16, 2011 to October 15, 2015 and (e) CORE Media Group, Inc. during the period of June 16, 2011 to October 15, 2015. On April 28, 2016, CORE Entertainment Cayman Limited, CORE Entertainment, Inc., CORE Entertainment UK Limited, CORE Entertainment Offeror, LLC and CORE Media Group, Inc. commenced proceedings under chapter 11 of title 11 of the United States Code, 11 U.S.C.; and

· Mr. Reed Rayman served as a member of the Board of Directors of (a) Verso Paper Holdings, LLC during the period of (i) March 19, 2014 to January 7, 2015 and (ii) December 3, 2015 to July 15, 2016 and (b) Verso Corporation (f/k/a Verso Paper Corp) during the period of February 11, 2008 to July 15, 2016. On January 26, 2016, Verso Paper Holdings, LLC and Verso Corporation (f/k/a Verso Paper Corp) commenced proceedings under chapter 11 of title 11 of the United States Code, 11 U.S.C.

Selected Pro Forma Financial Information

Unaudited Pro Forma Interim Statement of Financial Position as at March 31, 2017

	Actual as at					Pro forma as at March 31,
	March 31, 2017		Adjustments			2017
ASSETS
Current assets
Cash	$	20,742	$	(5,760	)	$	14,982
Restricted cash	817		—			817
Trade and other receivables, net	75,117		—			75,117
Income taxes recoverable	89		—			89
Inventory	25,043		—			25,043
Prepayments and other assets	16,087		(1,590		)	14,497
Deferred costs	8,786		—			8,786
Total current assets	146,681		(7,350		)	139,331
Non-current assets
Deferred costs	7,576		—			7,576
Property and equipment, net	40,681		—			40,681
Other assets	602		—			602
Intangible assets	180,385		—			180,385
Goodwill	209,258		—			209,258
Total assets	585,183		(7,350		)	577,833

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	Actual as at						Pro forma as at March 31,
	March 31, 2017			Adjustments			2017
LIABILITIES AND EQUITY
Current liabilities

Trade and other payables	94,697			(14,444		)	80,253
Income taxes payable	1,178			—			1,178
Deferred revenue	20,666			—			20,666
Other financial liabilities	4,830			—			4,830
Current portion of long-term debt	8,350			(8,350		)	—
Current portion of long-term debt (New Credit Facility)	—			9,000			9,000
Total current liabilities	129,721			(13,794		)	115,927
Non-current liabilities
Deferred revenue	5,164			—			5,164
Deferred tax liabilities	23,026			—			23,026
Other payables and financial liabilities	1,762			(442		)	1,320
Long-term debt	611,159			(611,159		)	—
New Credit Facility	—			259,259			259,259
Warrants	—			742			742
New Company Notes	—			175,000			175,000
Add: New Company Notes
Premium	—			25,000			25,000
Total liabilities	770,832			(165,394		)	605,438
Equity
Share capital	328,807			(212,502		)	116,305
Contributed surplus	40,980			305,847			346,827
Foreign exchange translation reserve	11,179			—			11,179
Deficit	(566,891		)	64,699			(502,192		)
Equity attributable to owners of the parent	(185,925		)	158,044			(27,881		)
Non-controlling interests	276			—			276
Total equity	(185,649		)	158,044			(27,605		)
Total liabilities and equity	$	585,183		$	(7,350	)	$	577,833

Notes to the Unaudited Pro Forma Interim Statement of Financial Position as at March 31, 2017

1. Basis of presentation

The unaudited pro forma interim consolidated statement of financial position of the Company is derived from the unaudited interim consolidated statement of financial position of the Company as at March 31, 2017. The unaudited pro forma interim consolidated statement of financial position is intended to represent the financial position of the Company as at March 31, 2017 as if the Arrangement, as well as the corporate and capital reorganization and distributions as discussed in the notes below, had occurred.

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Other than the aforementioned transactions, the unaudited pro forma interim consolidated statement of financial position does not give effect to transactions occurring after March 31, 2017.

The Arrangement is subject to, among other things, approval by the Company Shareholders and the Company Noteholders. If the Arrangement is completed, the Arrangement, as well as the corporate and capital reorganization and distributions as discussed in the notes below, will be accounted for on the basis of events and circumstances at the Closing. The unaudited pro forma interim consolidated statement of financial position is based on currently available information and on certain assumptions management of the Company believes are reasonable under the circumstances. Some assumptions may not materialize and events and circumstances occurring subsequent to March 31, 2017 may be different from those assumed or anticipated which may materially affect amounts disclosed in the unaudited pro forma interim consolidated statement of financial position. Additionally, the unaudited pro forma interim consolidated statement of financial position does not purport to represent what the Company’s actual financial position will be upon completion of the Arrangement or represent the fair value of the Company’s assets or liabilities at the Closing.

2. The Arrangement

The Arrangement will be completed under the CBCA, the Company’s governing corporate statute.

Pursuant to the Arrangement, the Company Notes will be exchanged for consideration, per US$1,000 principal amount, consisting of: (x) $500 aggregate principal amount of New Company Notes (which will be subsequently exchanged into a corresponding aggregate principal amount of Substituted New Company Notes); and (y) up to 175 New Company Common Shares, as well as additional consideration, to the extent applicable, in connection with the New Capital Offering. Pursuant to the New Capital Offering, Eligible Company Noteholders will be provided with the opportunity to subscribe for and purchase their pro rata portion (as between Eligible Company Noteholders) of up to approximately $50 million of additional newly issued post-Arrangement common equity to be issued by the Company (subject to a pro rata reduction based on the actual offering size, which will be no less than $25 million and which will be determined prior to Closing). Company Noteholders will receive per $1,000 aggregate principal amount of Company Notes: (i) if the Company Noteholder is a Funding Company Noteholder, (1) $500 aggregate principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes, (2) 175 New Company Common Shares and (3) 682 New Company Common Shares per $1,000 of Funded Amount, or (ii) if the Company Noteholder is not a Funding Company Noteholder, (1) $500 principal amount of New Company Notes, which will subsequently be redeemed by delivery of a corresponding aggregate principal amount of Substituted New Company Notes and (2) 150 New Company Common Shares. Company Noteholders that are Funding Company Noteholders will also receive, per $1,000 of Funded Amount, an additional 568 New Company Common Shares.

The New Company Notes will: (a) bear interest at LIBOR plus 14% (6% cash and 8% payment in kind, provided that if an event of default has occurred and is continuing under the New Credit Facility, no cash-pay interest will be payable), (b) mature seven years after the Effective Date, and (c) be redeemable, in whole but not in part, at a redemption price equal to 100% of the aggregate principal amount thereof or on a par for par basis by delivery of Substituted New Company Notes in a corresponding aggregate principal amount.

The Substituted New Company Notes will (a) bear interest at LIBOR plus 14% (6% cash and 8% payment in kind, provided that if an event of default has occurred and is continuing under the New Credit Facility, no cash-pay interest will be payable), (b) mature seven years after the Effective Date, and (c) be subject to a customary make- whole on or prior to the date that is one year after the Effective Date and thereafter may be redeemed based on specified prepayment premium percentages set forth in the Substituted New Company Notes Indenture.

As at March 31, 2017, the book value of the Company Notes was $347 million. The unaudited pro forma interim consolidated statement of financial position reflects the exchange of the Company Notes for the New Company Notes and New Company Common Shares, which has been accounted for as an extinguishment. The unaudited pro forma interim consolidated statement of financial position recognizes the New Company Notes at their fair value of $200 million and fair value of the New Company Common Shares issued as part of the exchange for Company Notes and offered and sold as part of the New Capital Offering of $116 million, resulting in a gain on extinguishment of $67 million which has been recognized in deficit on the unaudited pro forma interim consolidated

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statement of financial position. Included within the determination of the gain on extinguishment is $20 million in transaction costs related to completing the Arrangement. The New Capital Offering and the Arbiter Reinvestment was reflected at $43 million and assumes 100% of the Company Noteholders are Funding Company Noteholders.

In addition, an affiliate of funds affiliated with AGM and certain funds advised or subadvised by GSOCP have each agreed to backstop, on a pro rata basis, the full amount of the New Capital Offering, and in connection therewith will receive, in the aggregate, approximately 12.5 million New Company Shares, being the Put Option Payment. The Put Option Payment is included within the transactions costs related to completing the Arrangement and the fair value of the New Company Common Shares issued as the Put Option Payment has been included in the $116 million New Capital Offering, discussed above.

3. New Credit Facility

The Company will refinance its existing $250 million Credit Facility with the New Term Loan Facility in an aggregate principal amount of up to $300 million and the New Revolving Credit Facility in an aggregate principal amount of up to $15 million. The proceeds of the New Credit Facility will be used to redeem the Credit Facility and the $50 million aggregate principal amount of MMGSA Notes, pursuant to the applicable provisions of the MMGSA Note Indenture as part of the MMGSA Redemption. The book values of the Credit Facility and the MMGSA Notes of $231 million and $42 million, respectively, have been eliminated on extinguishment. A loss on extinguishment of $14 million related to both the Credit Facility and the MMGSA Notes, which includes a $3 million prepayment penalty for the MMGSA Notes and removal of the remaining Credit Facility interest rate floor of $442,000, has been recognized in deficit on the unaudited pro forma interim consolidated statement of financial position.

The initial principal amount borrowed under the New Term Loan Facility will be $300 million (reduced by 50% of net cash proceeds of the BIS Sale to $292.5 million) with an additional $15 million available under the New Revolving Credit Facility. The unaudited pro forma interim consolidated statement of financial position does not reflect an immediate draw of the $15 million New Revolving Credit Facility as the Company does not intend to have a present need. In connection with the Arrangement, the Series A Warrants with an estimated fair value of $807,000 will be issued to HPS Investment Partners, LLC or one or more of its affiliates. The $300 million New Term Loan Facility and Series A Warrants have been recognized on a relative fair value basis of $268 million and $742,000, respectively, net of transaction costs of $23 million. The terms and conditions of the Series A Warrants require them to be recognized as a liability on the unaudited pro forma interim consolidated statement of financial position.

The New Term Loan Facility (a) will bear interest at a rate equal to or greater of (i) 3-Month LIBOR or (ii) one percent (1%), in each case, plus a margin of 7.25%, (b) will mature five years after completion of the Arrangement; and (c) may be repaid on and after the one-year anniversary of the Effective Date based on specified prepayment premium percentages set forth in the credit agreement governing the New Term Loan Facility.

4. Company Common Share Acquisition

The Arrangement stipulates that all of the Company Common Shares will be acquired, redeemed and cancelled for the C$0.17 Share Cash-Out Consideration. In addition, all Company DSUs will immediately vest and be cashed out at an amount equal to the C$0.17 Share Cash-Out Consideration per each unit. An amount of $24 million has been recognized as a reduction in the Company’s share capital to reflect the acquisition, redemption and cancellation of the Company Common Shares and cash-out of the Company DSUs in the unaudited pro forma interim consolidated statement of financial position. The Company Options will be cancelled for no consideration as described in note 7 below.

In connection with the Arrangement, Arbiter currently holds approximately 17.5% of the Company Common Shares and will reinvest all of the consideration received in respect of such Company Common Shares under the Arrangement for approximately 4.6 million New Company Common Shares. Arbiter will also receive approximately an additional 1 million New Company Common Shares in consideration for its commitment to reinvest such amounts under the Arbiter Reinvestment.

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5. Cash and Prepayments

In the unaudited pro forma interim consolidated statement of financial position, cash offsets the New Capital Offering, the MMGSA Notes, the New Company Notes, the New Credit Facility and the acquisition, redemption and cancellation of the Company Common Shares. To the extent that financing costs were previously paid, the prepayments account is the offset for $1.6 million of the transaction costs.

6. Trade and Other Payables

In the unaudited pro forma interim consolidated statement of financial position, trade and other payables were reduced by $2 million and $15 million for the payment of accrued interest related to the MMGSA Notes and the Company Notes, respectively, which is reflected as being paid. In addition, the unaudited pro forma interim consolidated statement of financial position, trade and other payables balance was adjusted for the recognition of $2 million for change in control bonuses payable by the Company in connection with the Arrangement.

7. Treatment of Stock Options, DSUs and Warrants

As discussed above, all Company DSUs will immediately vest and be cashed out for C$0.17. The Arrangement stipulates that all Company Options and Company DSUs will terminate and be cancelled. All of the Company Options are “out-of-the-money” and are reflected as having been cancelled by the Company. In the unaudited pro forma interim consolidated statement of financial position, contributed surplus increased $506,000 to reflect total accelerated stock-based compensation expense on the remaining Company Options and Company DSUs as at March 31, 2017. Additionally, a $305 million adjustment was recorded to reclassify the remaining share capital to contributed surplus to properly reflect only the new equity value of the New Company Common Shares in the share capital account.

All outstanding Company Warrants as at March 31, 2017 that were issued in connection with the issuance of the MMGSA Notes have been cancelled with no impact on the Company’s unaudited pro forma interim consolidated statement of financial position.

Pro Forma Consolidated Capitalization

The following table sets forth the consolidated capitalization of New Mood as at March 31, 2017 on a pro forma basis after giving effect to the completion of the Arrangement. For detailed information on the total debt and share capitalization of the Company as at March 31, 2017, see the Company’s unaudited interim financial statements for the period ended March 31, 2017, which are incorporated by reference into this Circular.

	Pro Forma as at
Description	March 31, 2017 after giving effect to the Arrangement
	($ millions)
Short-term debt and current portion of long-term debt	$	9,000
Long-term debt	459,259
Shareholders’ equity
Share capital	116,305
Contributed surplus	346,827
Foreign exchange translation reserves	11,179
Non-controlling interests	276
Retained earnings	(502,192		)
Total shareholders’ equity	(27,605		)
Total capitalization	$	440,654

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PART III — INFORMATION CONCERNING THE COMPANY

The following information about the Company should be read in conjunction with the documents incorporated by reference into this Part III and the information concerning the Company appearing elsewhere in this Circular.

General

The Company was continued under the CBCA on June 17, 2008 under the name “Fluid Music Canada, Inc.” On June 28, 2010, the Company changed its name to “Mood Media Corporation” by filing articles of amendment. The head office of the Company is located at 1703 W. Fifth Street, Suite 600, Austin, Texas 78703 and the registered office of the Company is located at 199 Bay Street, 5300 Commerce Court West, Toronto, Ontario, M5L 1B9.

The Company is a leading global provider of in-store audio, visual and other forms of media and marketing solutions in North America and internationally to more than 500,000 commercial locations across a broad range of industries including retail, food retail, car dealerships, financial services and hospitality. The Company generates revenue from multiple product and service offerings across more than 40 countries and is a media and marketing solutions provider to more than 850 North American and international brands.

The Company’s business model is predominantly subscription-based, augmented by equipment sales and installation fees. Subscription revenue is generated through take-or-pay contracts, typically ranging from two to five years in length, pursuant to which the Company’s clients pay a fixed fee per month per location for the term of the contract, even if terminated early. As such, the majority of overall revenue is recurring and long term in nature.

The Company possesses a loyal client base of more than 850 North American and international brands, as well as thousands of small businesses, with average client tenure of eight years. Management believes that the product and service offerings are instrumental to clients in maximizing return on in-store investment and that its solutions increase in-store dwell times, which indirectly lead to purchases, reduce perceived waiting times and generate goodwill toward a brand based on value-added, informative content, such as promotions, consumer tips and news updates. Management believes that its in-store media and marketing solutions improve its clients’ consumer return and retention rates. Additionally, because of the breadth of the Company’s client base, the Company is not dependent on any single client, with no one client representing more than 2% of its total revenues. The Company’s clients range from single location businesses to “blue-chip” companies in a broad range of consumer-facing industries, including fashion and cosmetics, financial services, food and beverage, leisure and hospitality, oil and gas, car dealerships and telecommunications.

For further information regarding the Company, its Subsidiaries and their respective business activities, including, see the Company AIF, which is incorporated by reference in this Circular.

Documents Incorporated by Reference

Information in respect of the Company, its Subsidiaries and their respective business activities has been incorporated by reference in this Circular from documents filed with the Canadian securities regulators. Copies of the documents incorporated herein by reference may be obtained through the SEDAR website at www.sedar.com.

The following documents of the Company, filed with the Canadian securities regulators, are specifically incorporated by reference into and form an integral part of this Circular:

(a) the Company’s annual information form dated March 27, 2017 (the “Company AIF”);

(b) the audited annual financial statements of the Company, consisting of its consolidated statements of financial position as at December 31, 2016 and December 31, 2015 and its consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years then

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ended, together with the notes thereto and the reports of its independent registered public accounting firm thereon (the “Company 2016 Financial Statements”);

(c) the management’s discussion and analysis of financial condition and results of operations for the fiscal year ended December 31, 2016 (the “Company 2016 MD&A”);

(d) the unaudited interim financial statements of the Company, consisting of its consolidated statements of financial position as at March 31, 2017 and March 31, 2016 and its consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the three months then ended, together with the notes thereto;

(e) the management’s discussion and analysis of financial condition and results of operations for the three months ended March 31, 2017;

(f) the management information circular of the Company dated May 18, 2016 relating to the annual general meeting of Company Shareholders held on June 16, 2016; and

(g) the material change report dated April 18, 2017 in respect of the Arrangement and the Arrangement Agreement.

Any documents of the type described in Section 11.1 of Form 44-101F1 — Short Form Prospectus filed by the Company with the Canadian securities regulators subsequent to the date of this Circular and prior to the Company Meetings shall be deemed to be incorporated by reference in this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

Consolidated Capitalization

There have been no material changes in the consolidated capitalization of the Company since December 31, 2016, as described in the Company’s audited annual financial statements for the year ended December 31, 2016, which are incorporated by reference into this Circular.

Description of Capital Structure

The Company is authorized to issue an unlimited number of Company Common Shares and an unlimited number of preferred shares issuable in series. As of the date of this Circular, 183,694,082 Company Common Shares are issued and outstanding.

Company Common Shares

Each Company Common Share entitles the holder to receive notice of any meetings of shareholders of the Company, to attend and to vote at all such meetings. All Company Common Shares have equal voting rights, with one vote per Company Common Share on all matters submitted to the shareholders for their consideration. The Company Common Shares do not have cumulative voting rights.

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Company Shareholders are entitled to dividends, after the payment of any dividends payable to the holders of preferred shares, if, as and when declared by the Board by resolution.

Upon liquidation, dissolution, or winding up of the affairs of the Company, Company Shareholders will be entitled to share ratably in the assets available for distribution to such shareholders, after the payment of all liabilities and subject to the prior rights of holders of preferred shares.

Subject to applicable law and any applicable debt covenants, the Company may at any time or times purchase or otherwise acquire all or any part of the Company Common Shares, which Company Common Shares so purchased or otherwise acquired may then at the discretion of the Board be cancelled or returned to the status of authorized and unissued Company Common Shares.

Preferred Shares

The preferred shares may be issuable by the Board from time to time in one or more series. Subject to the Company’s Constating Documents, the Board will, prior to issue, fix the number of preferred shares of each series and determine the designation, rights, privileges, restrictions and conditions attaching to the preferred shares of each series, including, without limitation, the right to receive dividends (which may be cumulative, non-cumulative or partially cumulative, and variable or fixed), the currency of the payment of dividends (if any), the rights of redemption, as well as the rights of retraction (if any) and the prices and other terms and conditions of any rights of retraction, any voting rights, any conversion rights, any rights to receive the remaining property of the Company upon dissolution, liquidation or winding-up, any sinking fund or purchase fund and any other provision attaching to any such series of the preferred shares. There are currently no preferred shares of the Company issued and outstanding.

Company Notes

The Company issued $350 million in aggregate principal amount of 9.25% Senior Unsecured Notes pursuant to a trust indenture dated October 19, 2012, among, inter alia, the Company, the Bank of New York Mellon, as U.S. trustee, and BNY Trust Company of Canada, as Canadian trustee. The Company Notes are due October 15, 2020 and bear interest at an annual rate of 9.25% payable semi-annually in cash on April 15 and October 15 of each year.

The Company Notes are guaranteed on a senior unsecured basis by all of the Company’s existing and future U.S. Subsidiaries. The Company Notes and the Subsidiary guarantees rank equally and ratably with all of the Company’s and the Subsidiary guarantors’ existing and future senior indebtedness and senior to all of the Company’s and the Subsidiary guarantors’ existing and future subordinated indebtedness. The Company Notes and the Subsidiary guarantees are effectively subordinated to all of the Company’s and the Subsidiary guarantors’ existing and future secured indebtedness, including the Company’s and the Subsidiary guarantors’ obligations under the Credit Facility. In addition, the Company Notes are structurally subordinated to all the obligations of any of the Company’s existing and future Subsidiaries that are not guarantors of the Company Notes.

Prior Sales

During the 12 months ending March 31, 2017, the Company did not issue any securities.

Price Range and Trading Volumes

The Company Common Shares are listed on the TSX under the symbol “MM.” The following table sets forth the reported minimum and maximum closing prices and total monthly trading volumes of the Company Common Shares as reported by the TSX for the periods indicated.

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	High (C$)	Low (C$)	Volume
2017
May (1-17)	0.17	0.16	10,259,250
April	0.17	0.07	17,923,650
March	0.07	0.07	2,795,300
February	0.07	0.07	1,266,320
January	0.08	0.07	6,753,410
2016
December	0.08	0.07	5,130,270
November	0.14	0.06	38,016,530
October	0.18	0.13	593,080
September	0.26	0.11	4,104,230
August	0.13	0.11	3,114,880
July	0.10	0.09	1,482,320
June	0.15	0.09	1,414,700
May	0.18	0.08	2,594,300
April	0.10	0.06	2,652,010

On April 12, 2017, the last trading day on which the Company Common Shares traded prior to the announcement by the Company of the Arrangement and the signing of the Arrangement Agreement, the closing price of the Company Common Shares on the TSX was C$0.065.

Risk Factors

Whether or not the Arrangement is completed, the Company will continue to face many risk factors that it currently faces with respect to its business and affairs. An investment in the Company Common Shares or other securities of the Company is subject to certain risks. Investors should carefully consider the risk factors described under the heading “Risk Factors” in the Company’s AIF and the risk factors discussed throughout the Company’s 2016 MD&A, all of which are incorporated by reference in this Circular and filed with the Canadian securities authorities and available on SEDAR at www.sedar.com, as well as the risk factors set forth elsewhere in this Circular.

Legal Proceedings and Regulatory Actions

Except as to legal proceedings and regulatory actions described in documents incorporated by reference herein or in which the Company is involved in the ordinary course of its business and which, in the opinion of the Company, are not material, the Company is not presently involved in any legal proceedings or regulatory actions.

Auditors, Transfer Agent and Registrar

The auditors of the Company are Ernst & Young LLP, Chartered Professional Accountants located at 222 Bay Street, P.O. Box 251, Toronto, Ontario M5K 1J7. Ernst & Young LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario (registered name of The Institute of Chartered Accountants of Ontario).

The transfer agent and registrar for the Company Common Shares of the Company is Computershare Investor Services Inc. located at its principal offices in Toronto, Ontario.

Additional Information

The information contained in this Circular is given as of May 17, 2017, except as otherwise indicated. Financial information is provided in the Company’s consolidated financial statements and management’s discussion and analysis for its most recently completed financial quarter.

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PART IV — GENERAL PROXY MATTERS

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by management of the Company to be used at the Company Meetings. Solicitations of proxies will be primarily by mail and electronic means, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of the Company. The Company will pay for the delivery of its proxy-related materials indirectly to all Non-Registered Holders of Company Common Shares and Company Notes.

The Company has also retained Kingsdale Advisors to assist it in connection with communication with Company Securityholders. The Company has agreed to pay Kingsdale Advisors an aggregate fee of C$40,000, plus reasonable out-of-pocket expenses, for these services.

All costs of the solicitation for the Company Meetings will be borne by the Company.

The information set forth below generally applies to Registered Holders of Company Common Shares. If you are a non-registered or beneficial holder of Company Common Shares or Company Notes (i.e., your Company Common Shares or Company Notes are held through a broker, financial institution or other nominee), please see “Management Information Circular — Information for Non-Registered Holders of Company Common Shares and Company Notes” at the front of this Circular.

Appointment and Revocation of Proxies

Accompanying this Circular is a form of proxy for use by Company Shareholders. The persons named in the enclosed form of proxy are directors and/or officers of the Company. A Company Shareholder has the right to appoint a person (who need not be a Company Shareholder) other than the persons designated in the applicable form of proxy provided by the Company to represent the Company Shareholder at the Company Shareholder Meeting. To exercise this right, the Company Shareholder should strike out the names of management designees in the enclosed form of proxy and insert the name of the desired representative in the blank space provided in such form of proxy or submit another appropriate form of proxy permitted by law, and in either case, send or deliver the completed proxy to the offices of Computershare Investor Services Inc., 100 University Ave., 8th Floor, North Tower Toronto, Ontario M5J 2Y1. The form of proxy for the Company Shareholder Meeting must be received by Computershare Investor Services Inc. no later than 9:30 a.m. (Toronto time) on June 13, 2017 or 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of any adjournment or postponement of the Company Shareholder Meeting. Failure to deposit a form of proxy shall result in its invalidation. Notwithstanding the foregoing, the Chair of the Company Shareholder Meeting has the discretion to accept or reject proxies received after such deadline and the Chair of the Company Shareholder Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Company Shareholder Meeting at his or her discretion, without notice.

If your Company Common Shares or Company Notes are held in “street name” by a Canadian or U.S. brokerage account, trustee or another nominee, you are considered the “beneficial owner” or “non-registered holder” of those Company Common Shares or Company Notes. As the beneficial owner of those Company Common Shares or Company Notes, you have the right to direct your broker, trustee or nominee how to vote. However, because a beneficial owner is not the securityholder of record, you will not be entitled to vote your beneficially-owned Company Common Shares or Company Notes in person at the Company Meetings unless you obtain a “legal proxy” from the Canadian or U.S. broker, trustee or nominee that holds your Company Common Shares or Company Notes, giving you the right to vote the Company Common Shares or Company Notes at the Company Meetings, as applicable.

A Company Shareholder that has given a form of proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by such Company Shareholder or by its attorney duly authorized in writing or, if the Company Shareholder is a corporation, by an officer or attorney

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thereof duly authorized, and deposited either at the above mentioned office of Computershare Investor Services Inc. no later than 9:30 a.m. (Toronto time) on June 13, 2017 or 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of any adjournment or postponement of the Company Shareholder Meeting or with the Chair of the Company Shareholder Meeting on the day of the Company Shareholder Meeting or any adjournment or postponement thereof.

Record Date

The record date for determination of Company Shareholders entitled to receive notice of and to vote at the Company Shareholder Meeting is May 9, 2017.

The record date for determination of Company Noteholders entitled to receive notice of and to vote at the Company Noteholder Meeting is May 9, 2017

Only Company Securityholders whose names have been entered in the applicable registers of Company Common Shares and Company Notes on the close of business on the applicable record date will be entitled to receive notice of and to vote at the applicable Company Meeting.

Signature of Proxy

The applicable accompanying form of proxy must be executed by the Company Shareholder or its attorney authorized in writing, or if the Company Shareholder is a corporation, the applicable form of proxy or voting instruction form should be signed in its corporate name under its corporate seal by an authorized officer whose title should be indicated. A proxy signed by a person acting as attorney or in some other representative capacity should reflect such person’s capacity following his or her signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Company).

Voting of Proxies

The persons named in the applicable accompanying form of proxy will vote or withhold from voting the Company Common Shares in respect of which they are appointed in accordance with the direction of the Company Shareholder appointing them and if the Company Shareholder specifies a choice with respect to any matter to be voted upon, such Company Shareholder’ Company Common Shares will be voted accordingly. In the absence of such direction, the Company Common Shares will be voted “FOR” the approval of the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution to be considered at the Company Shareholder Meeting as described in this Circular.

Exercise of Discretion of Proxy

The proxyholder has discretion under the applicable accompanying form of proxy with respect to any amendments or variations of the matter of business to be acted on at the Company Shareholder Meeting or any other matters properly brought before the Company Shareholder Meeting or any adjournment(s) or postponement(s) thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Company Shareholder Meeting is routine and whether or not the amendment, variation or other matter that comes before the meeting is contested. The persons named in the enclosed proxy will vote on such matters in accordance with their best judgment. At the date of this Circular, management of the Company knows of no amendments, variations or other matters to come before either of the Company Meetings other than the matters referred to in the Notice of Special Meeting of Shareholders and the Notice of Meeting of Noteholders. Company Shareholders that are planning on returning the applicable accompanying form of proxy are encouraged to review this Circular carefully before submitting the form of proxy.

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Voting by Internet and Telephone

Registered Holders of Company Common Shares may use the internet at www.investorvote.com and the telephone at 1-866-732-8683 (a toll-free number) to transmit their voting instructions and for electronic delivery of information. Registered Holders of Company Common Shares should have the form of proxy in hand when they access the website or dial the toll-free number noted above. Registered Holders of Company Common Shares will be prompted to enter their control number, which is located on the form of proxy. If Registered Holders of Company Common Shares vote by internet or by telephone, their vote must be received no later than 9:30 a.m. on June 13, 2017 or 48 hours (excluding weekends and holidays in the Province of Ontario) prior to the time of any adjournment or postponement of the Company Shareholder Meeting. The website may be used to appoint a proxyholder to attend and vote on a Registered Holder of Company Common Shares’ behalf at the Company Shareholder Meeting and to convey a Company Shareholder’s voting instructions. Please note that if a Registered Holder of Company Common Shares appoints a proxyholder and submits their voting instructions and subsequently wishes to change their appointment, such Company Shareholder may resubmit their proxy, prior to the deadline noted above. The toll-free telephone number can only be used to convey a Company Shareholder’s voting instructions and cannot be used to appoint a proxyholder to attend at and vote at a meeting on the Company Shareholder’s behalf at the Company Shareholder Meeting. At any time, Computershare Investor Services Inc. may cease to provide internet and/or telephone voting, in which case Company Shareholders can elect to vote by mail or by fax. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

Voting Securities and Principal Holders Thereof

As at the date of this Circular, there were 183,694,082 Company Common Shares issued and outstanding. To the knowledge of the directors and executive officers of the Company, as at the date of this Circular, no person or company beneficially owns, or exercises control or direction over, directly or indirectly, Company Common Shares in aggregate entitled to 10% or more of the votes which may be cast at the Company Meetings other than as follows:

Company Shareholders

Name of Company Shareholder	Approximate Number of Company Common Shares Beneficially Owned or Controlled	Percentage of Outstanding Company Common Shares
Arbiter	32,128,324	17.5	%
Fidelity	20,482,664	11.2	%

Company Noteholders

Name of Company Noteholder	Principal Amount of Company Notes Beneficially Owned or Controlled		Percentage of Outstanding Principal Amount of Company Notes
Apollo Funds	$	138,539,000	39.6	%
GSO Sponsors	$	99,192,000	28.3	%

Interest of Informed Persons in Material Transactions

Other than as disclosed elsewhere in this Circular (including the documents incorporated by reference herein and the Appendices hereto), the Company is not aware of any material interest, direct or indirect, of any informed person of the Company, or any associate or affiliate of any informed person, in any transaction since the commencement of the Company’s most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect the Company or any of its Subsidiaries.

For the purposes of this Circular, an “informed person” means a director or executive officer of the Company, a director or executive officer of a person or company that is itself an “informed person” or Subsidiary of the Company and any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company.

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Procedure and Votes Required

The Interim Order provides that each holder of Company Common Shares and/or Company Notes at the close of business on the Record Date will be entitled to receive notice of, to attend and to vote at the Company Shareholder Meeting and Company Noteholder Meeting, respectively.

Pursuant to the Interim Order:

(a) each Company Common Share entitled to be voted at the Company Shareholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Shareholder Meeting in respect of the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution;

(b) each $1,000 principal amount in Company Notes entitled to be voted at the Company Noteholder Meeting will entitle the holder thereof as of the Record Date to one vote at the Company Noteholder Meeting in respect of the Arrangement Noteholder Resolution;

(c) the number of votes required to pass the Arrangement Shareholder Resolution shall be: (i) at least 662/3% of the votes cast by Company Shareholders, either in person or by proxy, at the Company Shareholder Meeting; and (ii) at least a majority of the votes cast by Company Shareholders present, either in person or by proxy, at the Company Shareholder Meeting, excluding any votes attached to Company Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101;

(d) the number of votes required to pass the Arrangement Noteholder Resolution shall be at least 662/3% of the votes cast by Company Noteholders, either in person or by proxy, at the Company Noteholder Meeting;

(e) the quorum at the Company Shareholder Meeting shall be not less than two Company Shareholders present in person or by proxy, representing in the aggregate not less than 10% of the total outstanding Company Common Shares entitled to vote at the Company Shareholder Meeting. If a quorum is present at the opening of the Company Shareholder Meeting, the Company Shareholders present or represented may proceed with the business of the Company Shareholder Meeting notwithstanding that a quorum is not present throughout the Company Shareholder Meeting. If a quorum is not present at the opening of the Company Shareholder Meeting, the Company Shareholders present or represented may adjourn the Company Shareholder Meeting to a fixed time and place but may not transact any other business; and

(f) the quorum at the Company Noteholder Meeting shall require each of: (i) not less than one person present in person at the opening of the Company Noteholder Meeting who is entitled to vote at the Company Noteholder Meeting; (ii) the Apollo Sponsor, in its capacity as a Company Noteholder; and (iii) each GSO Sponsor, in its capacity as a Company Noteholder, in each case, either as a Company Noteholder or a proxyholder therefor. If a quorum is present at the opening of the Company Noteholder Meeting, the Company Noteholders present or represented may proceed with the business of the Company Noteholder Meeting notwithstanding that a quorum is not present throughout the Company Noteholder Meeting. If a quorum is not present at the opening of the Company Noteholder Meeting, the Company Noteholders present or represented may adjourn the Company Noteholder Meeting to a fixed time and place but may not transact any other business.

Notwithstanding the foregoing, each of the Arrangement Shareholder Resolution and the Arrangement Noteholder Resolution authorizes the Board, without further notice to or approval of the Company Shareholders or Company Noteholders, as applicable, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. See Appendix A to this Circular for the

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PART VI — CONSENTS OF EXPERTS

Consent of Allen & Company LLC

We hereby consent to the references to our firm name and our fairness opinion dated April 12, 2017 contained in the Circular, under the headings “Summary Information — Reasons for Recommendation of the Special Committee and the Board,” “Summary Information — Financial Advisor Opinions — Allen Fairness Opinion,” “Part I — The Arrangement — Background to the Arrangement,” “Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board,” “Part I — The Arrangement — Financial Advisor Opinions — Allen Fairness Opinion” and to the inclusion of the text of our fairness opinion in Appendix K-1 to the Notice of Special Meeting of Holders of Common Shares of Mood Media Corporation and Notice of Special Meeting of 9.25% Senior Notes due 2020 of Mood Media Corporation and Management Information Circular concerning the Plan of Arrangement involving Mood Media Corporation dated May 18, 2017. Our fairness opinion was given as at April 12, 2017 subject to the assumptions made, procedures followed, matters considered and limitations and qualifications contained therein. In providing such consent, we do not intend that any person other than the board of directors of Mood Media Corporation shall be entitled to rely upon our opinion.

(signed) “Allen & Company LLC”

New York, New York

May 18, 2017

Consent of Origin Merchant Partners

We hereby consent to the references to our firm name and our opinions to the effect that, as of the date of such opinions and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein: (i) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Shareholders (other than Arbiter and any of its associates, affiliates or subsidiaries); (ii) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective associates, affiliates or subsidiaries and their respective affiliated investment funds); (iii) the Arrangement and the other transactions contemplated by the Arrangement Agreement are fair, from a financial point of view, to the Company, and (iv) the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement and the other transactions contemplated by the Arrangement Agreement than if the Company were liquidated as, in each case, the estimated aggregate value of the consideration Company Noteholders and Company Shareholders would receive in the Arrangement and the other transactions contemplated by the Arrangement Agreement would exceed the estimated value Company Noteholders and Company Shareholders would receive in a liquidation, respectively, and formal valuation dated April 12, 2017 contained in the Circular, under the headings “Summary Information - Reasons for Recommendation of the Special Committee and the Board,” “Summary Information — Financial Advisor Opinions — Origin Opinions and Valuation,” “Part I — The Arrangement — Background to the Arrangement,” “Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board,” “Part I — The Arrangement — Financial Advisor Opinions — Origin Opinions and Valuation,” “Part I — The Arrangement — Securities Laws Matters — Canada — Valuation,” “Part I — The Arrangement — Securities Laws Matters — Canada — Prior Valuations” and to the inclusion of the text of our fairness opinions in Appendix K-2 to the Notice of Special Meeting of Holders of Common Shares of Mood Media Corporation and Notice of Special Meeting of 9.25% Senior Notes due 2020 of Mood Media Corporation and Management Information Circular concerning the Plan of Arrangement involving Mood Media Corporation dated May 18, 2017. Our opinions and formal valuation were given as at April 12, 2017 subject to the assumptions, limitations and qualifications contained therein. In providing such consent, we do not intend that any person other than the board of directors of Mood Media Corporation shall be entitled to rely upon our opinions.

(signed) “Origin Merchant Partners”

Toronto, Ontario

May 18, 2017

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APPENDIX A

ARRANGEMENT SHAREHOLDER RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(1) The arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) involving Mood Media Corporation (the “Company”), as more particularly described and set forth in the management information circular of the Company dated May 18, 2017 accompanying the notice of this meeting, as the Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.

(2) The plan of arrangement (the “Plan of Arrangement”) involving the Company, the full text of which is set out as Schedule A to the Arrangement Agreement dated as of April 12, 2017 between (a) the Company, (b) AP Mixtape Holdings, L.P. and (c) FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC and Blackstone / GSO Strategic Credit Fund (the “Arrangement Agreement”), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.

(3) The Arrangement Agreement, the actions of the directors of the Company in approving the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any amendments thereto in accordance with its terms are hereby ratified and approved.

(4) Notwithstanding that this resolution or similar resolutions have been passed (and the Plan of Arrangement adopted) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List) (the “Court”), the directors of the Company are hereby authorized and empowered without further notice to or approval of the shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.

(5) Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver to the Director under the CBCA for filing articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement.

(6) Any one director or officer of the Company be and is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

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APPENDIX B

ARRANGEMENT NOTEHOLDER RESOLUTION

BE IT RESOLVED THAT:

(1) The arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) involving Mood Media Corporation (the “Company”), as more particularly described and set forth in the management information circular of the Company dated May 18, 2017 accompanying the notice of this meeting, as the Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.

(2) The plan of arrangement (the “Plan of Arrangement”) involving the Company, the full text of which is set out as Schedule A to the Arrangement Agreement dated as of April 12, 2017 between the (a) the Company, (b) AP Mixtape Holdings, L.P. and (c) FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC and Blackstone/GSO Strategic Credit Fund (the “Arrangement Agreement”) (the “Arrangement Agreement”), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted.

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APPENDIX C

CONTINUANCE AND DOMESTICATION RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(1) The continuance of Mood Media Corporation (the “Company”) out of the laws of Canada (the “Continuance”) pursuant to Section 188 of the Canada Business Corporations Act (the “CBCA”) and the domestication of the Company under the laws of the State of Delaware (the “Domestication”) pursuant to Section 388 of the General Corporation Law of the State of Delaware, at any time up to and including October 12, 2017, but in any event not earlier than following the completion of the arrangement (the “Arrangement”) under Section 192 of the CBCA involving the Company, as more particularly described and set forth in the management information circular of the Company dated May 18, 2017 accompanying the notice of this meeting, in the sole discretion of the directors of the Company without further approval of or notice to the shareholders of the Company, are hereby authorized and approved.

(2) In connection with the Domestication, the form or Certificate of Incorporation and Domestication Bylaws substantially in the form attached to this resolution as Exhibit “I” are hereby authorized and approved, with such minor amendments as the directors may approve prior to the filing thereof.

(3) The Company is hereby authorized to take such steps as are necessary to effect the Continuance and to file a certificate of corporate domestication and a certification of incorporation with the Secretary of State of the State of Delaware in connection with the Domestication.

(4) The directors of the Company are hereby authorized to abandon the Continuance and the filing of the certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware at any time without further approval of the shareholders of the Company.

(5) Notwithstanding that this resolution has been passed (and the Plan of Arrangement adopted), the directors of the Company are hereby authorized and empowered without further notice to or approval of the shareholders of the Company not to proceed with the Continuance and Domestication.

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EXHIBIT “I” TO APPENDIX C

CERTIFICATE OF INCORPORATION AND DOMESTICATION BYLAWS

CERTIFICATE OF INCORPORATION OF MOOD MEDIA CORPORATION

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), certifies as follows:

ARTICLE I

The name of the corporation is Mood Media Corporation (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

(A) Authorized Capital. The total number of shares of capital stock that the Corporation shall have authority to issue is two hundred seventy-five million (275,000,000), divided into two classes, consisting of two hundred twenty-five million (225,000,000) shares of common stock with the par value of $0.01 per share (“Common Stock”), and fifty million (50,000,000) shares of preferred stock with the par value of $0.01 per share (“Preferred Stock”).

(B) Common Stock. The rights, privileges and conditions attaching to the Common Stock as a class shall be as follows:

1. Dividend Rights. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock, dividends may be declared and paid on the Common Stock out of funds legally available therefor at such times and in such amounts as the board of directors of the Corporation (the “Board”) in its discretion shall determine.

2. Voting Rights. The holders of Common Stock shall be entitled to one vote for each share on all matters required or permitted to be voted on by stockholders of the Corporation under the DGCL. The Common Stock shall be subject to all of the rights, privileges, preferences and priorities, if any, of the holders of any outstanding series of Preferred Stock.

(C) Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board is hereby expressly authorized, by resolution or resolutions, to provide, out of the authorized and unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the voting rights, if

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any, designations, powers, preferences and the relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, of each such series of Preferred Stock, and the number of shares constituting such series. Whenever the Corporation desires to do so, a certificate of designation setting forth a copy of such resolution or resolutions providing for such series of Preferred Stock, fixing the voting rights, if any, designations, powers, preferences and the relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, of such series of Preferred Stock and the number of shares of such series of Preferred Stock shall be executed and filed with the Secretary of State of the State of Delaware. Unless otherwise provided in any such resolution or resolutions providing for one or more series of Preferred Stock, the number of shares of each such series may be increased or decreased (but not below the number of shares thereof then outstanding). Unless otherwise provided in any such resolution or resolutions providing for one or more series of Preferred Stock, the voting rights, if any, designations, powers, preferences and the relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, of each series of Preferred Stock may differ from those of any and all other series at any time outstanding.

ARTICLE V

From time to time, any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the DGCL or other applicable law at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to this reservation. The Corporation shall not have the power to amend this Certificate of Incorporation (including by way of merger or consolidation of the Corporation with another Entity) without (i) the prior vote or written consent of the holders of a majority of the voting power of the issued and outstanding shares of Common Stock, voting separately as a class; (ii) for so long as the Apollo Sponsor beneficially owns at least 10% of the Common Stock issued and outstanding as of the Effective Date, the prior consent of the Apollo Sponsor; and (iii) for so long as the GSO Sponsors beneficially own at least 10% of the Common Stock issued and outstanding as of the Effective Date, the prior consent of the GSO Sponsors.

ARTICLE VI

(A) Board of Directors. Except as otherwise provided by this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The number of directors constituting the Entire Board shall initially be seven directors and such number may be increased or decreased from time to time solely by a resolution adopted by the Board; provided, that any such resolution changing the number of directors constituting the Entire Board shall require the prior consent of (a) for so long as the Apollo Sponsor is expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, the Apollo Sponsor, and (b) for so long as the GSO Sponsors are expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, the GSO Sponsors; provided, further, that [(i) for so long as the Company is a reporting issuer in any jurisdiction in Canada, not less than three directors shall be independent to the extent required, and as determined, by applicable Canadian securities laws and (ii)](1) in no event shall the number of directors of the Corporation be less than

(1) Bracketed text to be removed from filed Certification of Incorporation if the Corporation will not be a “reporting issuer” in any jurisdiction of Canada upon the filing of this Certificate of Incorporation with Secretary of State of the State of Delaware.

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one. The names and mailing addresses of the persons who are to serve as the initial directors of the Corporation until the first annual meeting of stockholders, or until their successors are duly elected and qualified, are set forth below:

Name		Mailing Address

Salim Hirji		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

Reed Rayman		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

David Sambur		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

Lee Solomon		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

Eric Nadan		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

Gordon McKemie		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

Steve Richards		c/o Mood Media Corporation 1703 W. 5th St., Suite 600 Austin, TX 78703

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by the DGCL or other applicable law, the Board is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation (the “Bylaws”), without any action on the part of the stockholders, but the stockholders may make, alter, amend or repeal the Bylaws, whether adopted by them or otherwise; provided, that (a) if the Apollo Sponsor beneficially owns at least 10% of the Common Stock outstanding as of the Effective Date, then the authorization of the Apollo Sponsor shall be obtained in respect of the making, alteration, amendment or repeal of the Bylaws by the Board and (b) if the GSO Sponsors beneficially own at least 10% of the Common Stock outstanding as of the Effective Date, then the authorization of the GSO Sponsors shall be obtained in respect of the making, alteration, amendment or repeal of the Bylaws by the Board.

(B) Board Voting Rights. On each matter submitted to the Board, any committee of the Board or any subcommittee of any committee of the Board, each director (including each Apollo Director, each GSO Director and each Non-Sponsor Director) shall have

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one vote per director; provided, that notwithstanding the foregoing and to the fullest extent permitted by Section 141(d) of the DGCL:

(a) [for so long as (and at any time during such period that) each of the following conditions has been satisfied: (i) an IPO of the Corporation has not occurred, (ii) the Corporation is a reporting issuer in any jurisdiction in Canada requiring that any of the directors be independent pursuant to, and as determined by, applicable Canadian securities laws, (iii) the Apollo Sponsor, or the Apollo Sponsor together with the GSO Sponsors, beneficially own(s), in the aggregate, more than 50.0% of the then issued and outstanding shares of Common Stock, (iv) the Apollo Sponsor has the right to nominate a majority of the members of the Board pursuant to an agreement to which the Corporation is a party, and (v) either the Apollo Sponsor beneficially owns, in the aggregate, more of the then issued and outstanding Common Stock than the GSO Sponsors or the GSO Sponsors have waived such condition described in this clause (v), then, each Apollo Employee Director shall have a number of votes (including fractions thereof) equal to:

where the following terms have the following meanings:

NAEDTotal the total number of Directors (other than the Apollo Employee Directors) then serving on the Board or on such committee or subcommittee, as applicable;

VAD the number, if any, of vacancies and unfilled positions on the Board or such committee or subcommittee, as applicable, as of such time; and

AEDTotal the number of Apollo Employee Directors then in office or serving on such committee or subcommittee, as applicable;](2)

(b) [in the event (and at any time during such period that) the conditions set forth in clauses (i) to (v) of Section (B)(a) of this Article VI are not satisfied, then] (3) with respect to any matter under consideration at a meeting of the Board or any committee or subcommittee thereof, each Apollo Employee Director shall have an aggregate number of votes (including fractions thereof) equal to:

where the following terms have the following meanings:

(2) Bracketed text to be removed from filed Certification of Incorporation if the Corporation will not be a “reporting issuer” in any jurisdiction of Canada upon the filing of this Certificate of Incorporation with Secretary of State of the State of Delaware.

(3) Bracketed text to be removed from filed Certification of Incorporation if the Corporation will not be a “reporting issuer” in any jurisdiction of Canada upon the filing of this Certificate of Incorporation with Secretary of State of the State of Delaware.

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ADTotal the total number of Apollo Directors then serving on the Board or on such committee or subcommittee, as applicable;

VAD the number, if any, of vacancies and unfilled positions on the Board or such committee or subcommittee, as applicable, for which the Apollo Sponsor is entitled to designate, nominate or have designated or nominated a director at such time pursuant to an agreement to which the Corporation is a party;

ADAttending the total number of Apollo Directors attending such meeting and voting or abstaining with respect to such matter; and

AEDAttending the number of Apollo Employee Directors attending such meeting and voting or abstaining with respect to such matter.

(c) with respect to any matter under consideration by the Board or any committee or subcommittee thereof, each GSO Employee Director shall have an aggregate number of votes (including fractions thereof) equal to:

where the following terms have the following meanings:

GDTotal the total number of GSO Directors then serving on the Board or on such committee or subcommittee, as applicable;

VGD the number, if any, of vacancies and unfilled positions on the Board or such committee or subcommittee, as applicable, for which the GSO Sponsors are entitled to designate, nominate or have designated or nominated a director at such time pursuant to an agreement to which the Corporation is a party;

GDAttending the total number of GSO Directors attending such meeting and voting or abstaining with respect to such matter; and

GEDAttending the number of GSO Employee Directors attending such meeting and voting or abstaining with respect to such matter.

Subject to the following sentence, in addition to any other requirements (including any required vote) under the DGCL, this Certificate of Incorporation and the Bylaws, prior to an IPO, (i) for so long as the Apollo Sponsor is expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, the presence of at least one Apollo Employee Director shall be necessary in order for a quorum to be obtained at any meeting of the Board, any committee of the Board or any subcommittee thereof; and (ii) for so long as the GSO Sponsors are expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, the presence of at least one GSO Employee Director shall be necessary in order for a quorum to be obtained at any meeting of the Board, any committee of the Board or any subcommittee thereof. If the presence of an Apollo Employee Director or a GSO Employee Director is necessary in order for a quorum to be obtained at a meeting of the Board or any committee or subcommittee thereof and no Apollo Employee Director or GSO Employee Director, as applicable, attends such meeting, then such meeting may be reconvened with a substantially identical agenda at least two business days but

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not more than 21 calendar days from the initial scheduled meeting date, and if no Apollo Employee Director or GSO Employee Director, as applicable, attends such reconvened meeting, a quorum may be deemed obtained at such reconvened meeting notwithstanding the absence of such Apollo Employee Director(s) or GSO Employee Director(s), as applicable, and the vote of such absent Apollo Employee Director(s) or GSO Employee Director(s) shall not be required for the Board or committee or subcommittee thereof, as applicable, to take action at such reconvened meeting if a quorum otherwise is present at such meeting. Any meeting purported to be held and any action purported to be taken in violation of this paragraph shall be void ab initio.

Prior to an IPO, (i) if the Apollo Sponsor is expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, then the Board shall appoint a director designated by the Apollo Sponsor to each committee of the Board and each subcommittee thereof, and no committee of the Board or subcommittee thereof shall have the power to take any action by, in the name of or on behalf of the Corporation unless such Apollo Director is then serving on such committee or subcommittee; and (ii) if the GSO Sponsors are expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, then the Board shall appoint a director designated by the GSO Sponsors to each committee of the Board and each subcommittee thereof, and no committee of the Board or subcommittee thereof shall have the power to take any action by, in the name of or on behalf of the Corporation unless such GSO Director is then serving on such committee or subcommittee[; provided, that for so long as (and at any time during such period that) the Corporation is a reporting issuer in any jurisdiction in Canada requiring that any of the directors be independent pursuant to, and as determined by, applicable Canadian securities laws, each member of the audit committee of the Board shall be an independent director] (4). Any action purported to be taken by any committee of the Board or subcommittee thereof in violation of this paragraph shall be void ab initio.

At any time that any Apollo Employee Director or GSO Employee Director has more than one vote per director on any matter, every reference in the DGCL, this Certificate of Incorporation or the Bylaws to a majority or other proportion of directors shall be deemed a reference to a majority or other proportion of the votes of the directors, as applicable; provided, for the avoidance of doubt, that any reference to the total number of authorized directors for purposes of determining whether any Apollo Director or GSO Director is entitled to more than one vote per director shall be a reference to the total number of individual directors authorized to serve on the Board (including all unfilled vacancies and unfilled newly created directorships).

ARTICLE VII

Election of directors need not be by written ballot unless the Bylaws shall so require.

ARTICLE VIII

To the fullest extent permitted by law, as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders. None of the amendment or repeal of this Article VIII, the adoption of any provision

(4) Bracketed text to be removed from filed Certification of Incorporation if the Corporation will not be a “reporting issuer” in any jurisdiction of Canada upon the filing of this Certificate of Incorporation with Secretary of State of the State of Delaware.

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of this Certificate of Incorporation or, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification. If the DGCL is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any amendment or repeal of this Article VIII shall not adversely affect any right or protection of any director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment or repeal.

ARTICLE IX

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. Subject to the terms of any agreement to which the Corporation and any of the Apollo Sponsor or the GSO Sponsors are a party, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted, and shall be delivered to the Corporation.

The books of the Corporation may be kept (subject to any provision contained in the DGCL) within or outside of the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws.

ARTICLE X

Neither any contract or other transaction between the Corporation and any other Entity, nor any other acts of the Corporation with relation to any other Entity, will, in the absence of fraud, to the fullest extent permitted by applicable law, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation or its Affiliates (a) has a pecuniary or other interest in such other Entity or any of its subsidiaries or other affiliates or (b) is a director, officer, partner or member of such other Entity or any of its subsidiaries or other affiliates (any such director or officer, a “Related Person” and any such Entity, subsidiary, or affiliate, a “Related Entity”). Any Related Person may be a party to, or may have a pecuniary or other interest in, any contract or transaction of the Corporation with a Related Entity; provided, that the fact that such person is a Related Person or has a pecuniary or other interest in such contract or transaction is disclosed or is known to the Board or a majority of directors present at any meeting of the Board at which action upon any such contract or transaction is taken. Without limiting the foregoing, any director of the Corporation who is also a Related Person or who has a pecuniary or other interest in such contract or transaction may be counted in determining the existence of a quorum at any meeting of the Board during which any such contract or transaction is authorized and may vote thereat to authorize any such contract or transaction, with like force and effect as if such person were not a Related Person or did not have a pecuniary or other interest in such contract or transaction. Any director of the Corporation may vote upon any contract or any other transaction between the Corporation and any of the Corporation’s Affiliates without regard to the fact that such director is a Related Person with respect to such Affiliate.

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Any contract, transaction or act of the Corporation or of the directors of the Corporation that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation called for such purpose (or pursuant to any written consent in lieu thereof), will, insofar as permitted by applicable law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, will not be deemed in any way to invalidate the same or deprive the Corporation, its Affiliates, and their respective directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

ARTICLE XI

In recognition and anticipation that (i) certain Representatives of the Apollo Sponsor or of its Affiliates may serve as directors, officers or agents of the Corporation and/or its Affiliates, (ii) certain Representatives of the GSO Sponsors or of their respective Affiliates may serve as directors, officers or agents of the Corporation and/or its Affiliates, and (iii) each of the Apollo Sponsor and the GSO Sponsors and their respective Affiliates may now engage and may continue to engage (a) in the same or similar activities or related lines of business as those in which the Corporation and its Affiliates may engage and/or (b) in other business activities that overlap with or compete with those in which the Corporation and/or its Affiliates may engage, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation and its Affiliates with respect to certain classes or categories of business opportunities, as such opportunities may involve the Apollo Sponsor, the GSO Sponsors, their respective Affiliates and Identified Persons, on the one hand, and the powers, rights, duties and liabilities of the Corporation and its Affiliates and its and their respective stockholders, directors, officers, and agents in connection therewith, on the other hand. To the fullest extent permitted under the DGCL, each Identified Person (i) shall have the right to, and shall have no duty not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including business ventures engaged in the same or similar business activities or lines of business as the Corporation or any of its Affiliates or that are deemed to be competing with the Corporation or any of its Affiliates, on its own account, or in partnership with, or as a direct or indirect equity holder, controlling person, stockholder, director, officer, employee, agent, affiliate, member, financing source, investor, direct or indirect manager, general or limited partner or assignee of any other person or Entity, with no obligation to offer to the Corporation or its Affiliates the right to participate therein, and (ii) shall have the right to invest in, or provide services to, any person that is engaged in the same or similar business activities as the Corporation or its Affiliates or that directly or indirectly competes with the Corporation or any of its Affiliates.

In the event that any Identified Person (i) acquires knowledge of a potential transaction or matter which may be an investment, corporate or business opportunity or prospective economic or competitive advantage in which the Corporation or its Affiliates, or their respective direct or indirect equity holders, could have an interest or expectancy (a “Competitive Opportunity”) or (ii) otherwise is then exploiting any Competitive Opportunity, then to the fullest extent permitted under the DGCL, the Corporation and its Affiliates, and their respective direct and indirect equity holders, will have no interest in such Competitive Opportunity and no expectation that such Competitive Opportunity will be offered to them. To the fullest extent permitted by law, any such interest or expectation is hereby renounced, and any such Identified Person shall (i) have no duty to communicate or present such Competitive Opportunity to the Corporation, its Affiliates or its direct or indirect equity holders, (ii) have the right to either hold any such Competitive Opportunity for such Identified Person’s own account and benefit or the

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account of the former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, affiliates, members, financing sources, investors, direct or indirect managers, general or limited partners or assignees of any Identified Person or to direct, recommend, assign or otherwise transfer such Competitive Opportunity to persons or entities other than the Corporation or any of its Affiliates or direct or indirect equity holders and (iii) notwithstanding any provision in this Certificate of Incorporation to the contrary, not be obligated or liable to the Corporation, any stockholder, director or officer of the Corporation or any other person or Entity by reason of the fact that such Identified Person, directly or indirectly, took any of the actions noted in the immediately preceding clause (ii), pursued or acquired such Competitive Opportunity for itself or any other person or Entity or failed to communicate or present such Competitive Opportunity to the Corporation or its Affiliates or direct or indirect equity holders.

In the event of a conflict or other inconsistency between this Article XI and any other Article or provision of this Certificate of Incorporation, this Article XI shall prevail under all circumstances. Notwithstanding anything to the contrary herein, under no circumstances shall the provisions of this Article XI (other than this paragraph) apply to (or result in or be deemed to result in a limitation or elimination of any duty owed by) any employee of the Corporation or any of its Affiliates, irrespective of whether such employee otherwise would be an Identified Person, and any Competitive Opportunity waived or renounced by any person or Entity pursuant to such other provisions of this Article XI shall be expressly reserved and maintained by such person or Entity, as applicable (and shall not be waived or renounced) as to any such employee.

For the avoidance of doubt, subject to the preceding paragraph, this Article XI is intended to disclaim and renounce with respect to the Identified Persons, to the fullest extent permitted under Section 122(17) of the DGCL, any right of the Corporation or any of its Affiliates, and each of their respective current, former or future stockholders, directors or officers, controlling persons, employees, agents, members, financing sources, direct or indirect managers, general or limited partners or assignees with respect to the matters set forth in this Article XI, and this Article XI shall be construed to effect such disclaimer and renunciation to the fullest extent permitted under the DGCL.

ARTICLE XII

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, observer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising pursuant to this Certificate of Incorporation or the Bylaws), or (d) any action asserting a claim governed by the internal affairs doctrine.

ARTICLE XIII

All references in this Certificate of Incorporation to a specific percentage of shares of Common Stock shall automatically be proportionately adjusted for any corporate event or transaction involving the Corporation, such as a stock subdivision, stock split, reverse stock split, stock combination, stock dividend, stock exchange, merger, consolidation, recapitalization,

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amalgamation, or other like change in capital structure of the Corporation or any similar event or transaction occurring after the Effective Date.

For purposes of this Certificate of Incorporation the following capitalized terms shall have the meaning set forth below:

“Affiliate” shall mean:

(a) in respect of the Apollo Sponsor, the Apollo Parties and any person or Entity that, directly or indirectly, controls, is controlled by or is under common control with the Apollo Sponsor; provided, that, notwithstanding the foregoing, none of the following shall be deemed an Affiliate of the Apollo Sponsor:

(i) the Corporation,

(ii) any Affiliate of the Corporation,

(iii) any direct or indirect stockholder of the Corporation (other than the Apollo Parties), and

(iv) any Representative or financing source of any of the foregoing persons or entities (except any Representative that is an Apollo Party);

(b) in respect of the GSO Sponsors, the GSO Parties and any person or Entity that, directly or indirectly, controls, is controlled by or is under common control with the GSO Sponsors; provided, that, notwithstanding the foregoing, none of the following shall be deemed an Affiliate of the GSO Sponsors:

(i) the Corporation,

(ii) any Affiliate of the Corporation,

(iii) any direct or indirect stockholder of the Corporation (other than the GSO Parties),

(iv) any Representative or financing source of any of the foregoing persons or entities (except any Representative that is a GSO Party), and

(v) the Blackstone Group L.P. or any of its affiliates (other than the GSO Sponsors and any of their respective subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM; and

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company;

“Apollo Director” shall mean any director of the Board that was nominated or appointed by the Apollo Sponsor;

“Apollo Employee Director” shall mean (x) any director who, at the time of his or her election or appointment to the Board or at any time thereafter, has been expressly

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designated as such by the Apollo Sponsor in a written instrument delivered to the Corporation and whose designation as such shall not have been revoked or withdrawn by the Apollo Sponsor in a written instrument delivered to the Corporation and (y) unless the Apollo Sponsor provides otherwise in a written instrument delivered to the Corporation, any Identified Person in respect of the Apollo Sponsor who is then serving as a director and is an employee of an Apollo Party (and not a consultant or other independent contractor thereof);

“Apollo Non-Employee Director” shall mean any Apollo Director who is not an Apollo Employee Director;

“Apollo Parties” shall mean, collectively, (a) the Apollo Sponsor and its Affiliates (including, for the avoidance of doubt, AP Mixtape GP, LLC, Apollo Advisors VIII, L.P., Apollo Management VIII, L.P., APH Holdings (FC), L.P. and APH Holdings (DC), L.P.); (b) any direct or indirect equity holder of the Apollo Sponsor; (c) any person or Entity directly or indirectly controlled or managed by AGM, Apollo Advisors VIII, L.P., Apollo Management VIII, L.P., APH Holdings (FC), L.P. or APH Holdings (DC), L.P. (other than the Corporation and its Affiliates); and (d) their respective Representatives;

“Apollo Sponsor” shall mean AP Mixtape Holdings, L.P.;

“beneficially own” shall mean, with respect to any person, any Common Stock (a) which such person or any of such person’s Affiliates is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act (whether or not the Corporation is then subject to any of the reporting obligations under the Exchange Act or any regulations promulgated thereunder), (b) which such person has the right or obligation to acquire pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, (c) which such person has the right to vote pursuant to any agreement, arrangement or understanding, or (d) which are the subject of, the reference securities for or that underlie any option, warrant, swap, repurchase agreement, participation, convertible security, stock appreciation right or other right or derivative, whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or delivery mechanism at a price related to such Common Stock or a value determined in whole or in part with reference to, or derived in whole or in part from, the market price or value of such Common Stock;

“Corporation Equity Securities” means any Equity Securities issued by Mood Media Corporation or any of its subsidiaries or Equity Linked Securities;

“Effective Date” shall mean [date of filing], 2017;

“Entire Board” shall mean the total number of directors that the Corporation would have if there were no unfilled vacancies or unfilled newly created directorships;

“Entity” shall mean any corporation, partnership, limited liability company, joint venture, firm, association, or other entity;

“Equity Securities” has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act as in effect on the Effective Date;

“Equity Linked Securities” means (x) any securities convertible into or exchangeable for, or any warrants or options or other rights to acquire, any capital stock, voting

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securities or equity interests of the Corporation, (y) any warrants or options or other rights to acquire from the Corporation, or any other obligation of the Corporation to issue, deliver or sell, or cause to be issued, delivered or sold, any Equity Securities or (z) any rights that are linked in any way to the price of any Equity Securities of, or to the value of or of any part of, or to any dividends or distributions paid on any capital stock or other Equity Securities of, the Corporation;

“Exchange Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder;

“GSO” shall mean GSO Capital Partners, L.P.;

“GSO/BDFM” means GSO / Blackstone Debt Funds Management LLC, a Delaware limited liability company;

“GSO Director” shall mean any director of the Board that was nominated or appointed by the GSO Sponsors;

“GSO Employee Director” shall mean (x) any director who, at the time of his or her election or appointment to the Board or at any time thereafter, has been expressly designated as such by the GSO Sponsors in a written instrument delivered to the Corporation and whose designation as such shall not have been revoked or withdrawn by the GSO Sponsors in a written instrument delivered to the Corporation and (y) unless the GSO Sponsors provide otherwise in a written instrument delivered to the Corporation, any Identified Person in respect of the GSO Sponsors who is then serving as a director and is an employee of a GSO Party (and not a consultant or other independent contractor thereof);

“GSO Non-Employee Director” shall mean any GSO Director who is not a GSO Employee Director;

“GSO Parties” shall mean, collectively, (a) the GSO Sponsors and their Affiliates; (b) any direct or indirect equity holder of the GSO Sponsors; (c) any person or Entity directly or indirectly controlled or managed by GSO or GSO/BDFM (other than the Corporation and its Affiliates); and (d) their respective Representatives;

“GSO Sponsors” shall mean FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC, and Blackstone / GSO Strategic Credit Fund;

“Identified Person” shall mean (a) the Apollo Sponsor and its Affiliates, (b) the GSO Sponsors and their Affiliates and (c) any person or Entity who, while a stockholder, director, officer or agent of the Corporation or any of its Affiliates, is a director, officer, principal, partner, member, manager, employee, agent and/or other representative of the Apollo Sponsor or the GSO Sponsors or of their respective Affiliates;

“IPO” shall mean the initial underwritten public offering of Equity Securities of the Corporation pursuant to an effective registration statement filed by the Corporation with the SEC (other than (i) a registration relating solely to an employee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (ii) a registration incidental to an issuance of securities under Rule 144A, (iii) a registration on Form S-4 or any successor form, or (iv) a registration on Form S-8 or any successor form) under the Securities Act;

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BYLAWS OF

MOOD MEDIA CORPORATION

(Adopted , 2017)

ARTICLE I

Offices

Section 1.01 Registered Office; Registered Agent. The registered office of Mood Media Corporation (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). The Corporation’s registered agent in the State of Delaware, and the address of such registered agent, may be changed from time to time by or under the authority of the board of directors of the Corporation (the “Board of Directors”) in the manner provided in the General Corporation Law of the State of Delaware (the “DGCL”).

Section 1.02 Other Offices. The Corporation may have a principal or other office or offices at such other place or places, either within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be necessary or appropriate for the conduct of the business of the Corporation.

ARTICLE II

Stockholders

Section 2.01 Place of Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or at such other place, if any, within or without the State of Delaware, or by means of remote communication, as may be designated by the Board of Directors and stated in the notice of the meeting.

Section 2.02 Annual Meetings; Stockholder Proposals.

(a) A meeting of stockholders for the election of directors and other business shall be held annually at such date and time as may be designated by the Board of Directors from time to time.

(b) At an annual meeting of the stockholders, only business (other than business relating to the nomination or election of directors, which is governed by Section 3.03) that has been properly brought before the stockholder meeting in accordance with the procedures set forth in this Section 2.02 shall be conducted. To be properly brought before a meeting of stockholders, such business must be brought before the meeting (i) by or at the direction of the Board of Directors or any committee thereof or (ii) by a stockholder who (A) was a stockholder of record of the Corporation when the notice required by this Section 2.02 is delivered to the

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Secretary of the Corporation and at the time of the meeting, (B) is entitled to vote at the meeting and (c) complies with the notice and other provisions of this Section 2.02. Subject to Section (l), and except with respect to nominations or elections of directors, which are governed by Section 3.03, Section 2.02(b)(ii) is the exclusive means by which a stockholder may bring business before a meeting of stockholders. Any business brought before a meeting in accordance with Section 2.02(b)(ii) is referred to as “Stockholder Business.”

(c) Subject to Section 2.02(l), at any annual meeting of stockholders, all proposals of Stockholder Business must be made by timely written notice given by or on behalf of a stockholder of record of the Corporation (the “Notice of Business”) and must otherwise be a proper matter for stockholder action. To be timely, the Notice of Business must be delivered personally or mailed to, and received at the principal executive office of the Corporation, addressed to the Secretary of the Corporation, by no earlier than 120 days and no later than 90 days before the first anniversary of the date of the prior year’s annual meeting of stockholders; provided, however, that if (i) the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of stockholders, (ii) no annual meeting was held during the prior year or (iii) in the case of the Corporation’s first annual meeting of stockholders as a corporation with a class of equity security registered under the Exchange Act, the notice by the stockholder to be timely must be received (A) no earlier than 120 days before such annual meeting and (B) no later than the later of 90 days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was first made by mail or Public Disclosure. In no event shall an adjournment, postponement or deferral, or Public Disclosure of an adjournment, postponement or deferral, of a stockholder meeting commence a new time period (or extend any time period) for the giving of the Notice of Business.

(d) The Notice of Business must set forth:

(i) the name and record address of each stockholder proposing Stockholder Business (the “Proponents”), as they appear on the Corporation’s books;

(ii) the name and address of any Stockholder Associated Person;

(iii) as to each Proponent and any Stockholder Associated Person, (A) the class or series and number of shares of stock directly or indirectly held of record and beneficially by such Proponent or Stockholder Associated Person, (B) the date such shares of stock were acquired, (C) a description of any agreement, arrangement or understanding, direct or indirect, with respect to such Stockholder Business between or among the Proponent, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and

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borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of the Proponent’s notice by, or on behalf of, the Proponent or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Proponent or any Stockholder Associated Person with respect to shares of stock of the Corporation (a “Derivative”), (E) a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the Proponent or any Stockholder Associated Person has a right to vote any shares of stock of the Corporation. The information specified in Section 2.02(d)(i) to (iii) is referred to herein as “Stockholder Information”;

(iv) a representation that each Proponent is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such Stockholder Business,

(v) a brief description of the Stockholder Business desired to be brought before the annual meeting, the text of the proposal (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these bylaws (as the same may be amended and/or restated from time to time, the “Bylaws”), the language of the proposed amendment) and the reasons for conducting such Stockholder Business at the meeting;

(vi) any material interest of each Proponent and any Stockholder Associated Person in such Stockholder Business;

(vii) a representation as to whether the Proponent intends (A) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt such Shareholder Business or (B) otherwise to solicit proxies from stockholders in support of such Stockholder Business;

(viii) all other information that would be required to be filed with the Securities and Exchange Commission (“SEC”) if the Proponents or Stockholder Associated Persons were participants in a solicitation subject to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”); and

(ix) a representation that the Proponents shall provide any other information reasonably requested by the Corporation.

(e) The Proponents shall also provide any other information reasonably requested by the Corporation within ten business days after such request.

(f) In addition, the Proponent shall affirm as true and correct the information provided to the Corporation in the Notice of Business or at the Corporation’s request pursuant to Section 2.02(e) (and shall update or supplement such

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information as needed so that such information shall be true and correct) as of (i) the record date for the meeting, (ii) the date that is ten calendar days before the first anniversary date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting and (iii) the date that is the later of ten business days before the meeting or any adjournment or postponement thereof. Such affirmation, update and/or supplement must be delivered personally or mailed to, and received at the principal executive office of the Corporation, addressed to the Secretary of the Corporation, by no later than (x) five business days after the applicable date specified in clause (i) or (ii) of the foregoing sentence (in the case of the affirmation, update and/or supplement required to be made as of those dates), and (y) not later than seven business days before the date for the meeting (in the case of the affirmation, update and/or supplement required to be made as of ten business days before the meeting or any adjournment or postponement thereof).

(g) The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that business was not properly brought before the meeting in accordance with the procedures set forth in this Section 2.02, and, if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(h) If the Proponent (or a qualified representative of the Proponent) does not appear at the meeting of Stockholders to present the Stockholder Business such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.02, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(i) “Public Disclosure” of any date or other information means disclosure thereof by a press release reported by the Dow Jones News Services, Associated Press or comparable U.S. national news service or in a document publicly filed by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(j) “Stockholder Associated Person” means with respect to any stockholder, (i) any other beneficial owner of stock of the Corporation that are owned by such stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the stockholder or such beneficial owner.

(k) “Control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or

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cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

(l) The notice requirements of this Section 2.02 shall be deemed satisfied with respect to stockholder proposals that have been properly brought under Rule 14a-8 of the Exchange Act and that are included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. Further, nothing in this Section 2.02 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation.

Section 2.03 Special Meetings. A special meeting of the stockholders (or of any class thereof) for any purpose or purposes may be called at any time by the Chairman of the Board, if any, or by order of the Board of Directors. Such written request shall state the purpose or purposes for which such meeting is to be called and the call therefor shall be issued, and notice of such special meeting shall be given, within 60 days after the receipt of said request. Business transacted at all special meetings shall be confined to the purpose or purposes specifically stated in the notice of the special meeting.

Section 2.04 Notice of Meetings. Except as otherwise expressly required by law, written notice of each meeting of stockholders, whether annual or special, shall be given at least ten (10) and not more than sixty (60) days before the date on which the meeting is to be held to each stockholder of record entitled to vote thereat by delivering a notice thereof to such stockholder personally or by mailing such notice in a postage prepaid envelope directed to such stockholder at such stockholder’s address as it appears on the books and records of the Corporation, unless such stockholder shall have filed with the Secretary of the Corporation a written request that notices intended for such stockholder be directed to another address, in which case such notice shall be directed to such stockholder at the address designated in such request. Notices of each meeting of stockholders, whether annual or special, shall set forth the date, time, place, if any, the means of remote communications, if any, by which stockholders or proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at such meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). Notices of each special meeting of stockholders shall also set forth the purpose or purposes for which the meeting is called. In lieu of written notice, notice may be given by electronic transmission if permitted by applicable law and if given in compliance therewith. If notice is given by electronic transmission, it shall be deemed given at such time as is determined by applicable law. If mailed, notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder in the manner set forth herein. An affidavit of the Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 2.05 List of Stockholders. The Secretary or any Assistant Secretary of the Corporation shall produce, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote thereat (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the

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meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network as permitted by law (provided, that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. If the meeting is to be held at a place, such list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network (provided, that the information required to access such list shall be provided with the notice of the meeting). Except as otherwise provided by law, the original or duplicate stock ledger shall be the only evidence as to the stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 2.06 Quorum; Adjournment of Meetings. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall constitute a quorum for the transaction of business at all meetings of the stockholders. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum. If less than a quorum shall be present or represented at the time for which the meeting shall have been called, the stockholders so present in person or by proxy at such meeting may, by a majority in voting power thereof, adjourn the meeting from time to time without any notice or call other than by an announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall attend. Any meeting or adjournment thereof at which a quorum is present may also be adjourned in like manner without notice or call or upon such notice or call as may be determined by vote of the holders of a majority in voting power voting thereon. If, however, the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held as originally called.

Section 2.07 Voting. Except as otherwise provided in the Certificate of Incorporation or the DGCL, at every meeting of stockholders, each holder of record of the issued and outstanding stock of the Corporation entitled to vote at such meeting shall be entitled to one vote in person or by proxy for each such share of stock having voting power upon the matter in question held by such stockholder. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no proxy shall be

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voted after three years from its date unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may remain irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. Shares of its own capital stock belonging to the Corporation directly or indirectly shall not be voted directly or indirectly; provided, however, that the foregoing shall not limit the right of the Corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity (and to count such shares for purposes of determining a quorum). Except as otherwise required by the laws of the State of Delaware or the Certificate of Incorporation, and except for the election of directors, at all meetings of the stockholders, a quorum being present, all matters shall be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock entitled to vote thereon which are present in person or by proxy. Directors shall be elected by plurality of the votes cast at a meeting for the election of directors at which a quorum is present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat before the meeting begins, or so directed by the person presiding at the meeting or required by the laws of the State of Delaware, the election of directors of the Corporation or the vote on any other question presented at the meeting need not be by ballot. On any vote by ballot, each ballot shall be signed by the stockholder voting, or in such stockholder’s name by such stockholder’s proxy, if there be such a proxy, and shall state the number of shares voted by such stockholder and the number of votes to which each share is entitled.

Section 2.08 Organization of Meeting. The Chairman of the Board, if any, or in his or her absence, the Vice Chairman of the Board, if any, or in his or her absence, the President of the Corporation, shall preside at all meetings of stockholders. If none of the Chairman of the Board, the Vice Chairman of the Board or the President is present at the meeting, the holders of a majority of the voting power present at the meeting and entitled to vote, in person or by proxy, shall select a person to preside at the meeting. Subject to the requirements of any applicable law or the rules and regulations of any national securities exchange, national securities association or interdealer quotation system upon which the Corporation’s securities may be listed, the person presiding at a meeting of stockholders shall determine the order of business and the procedure at the meeting, including, without limitation, the regulation of the manner of voting and the conduct of any discussion, as he or she believes to be in order. The Secretary of the Corporation shall act as secretary of all meetings of stockholders, or in his or her absence, any Assistant Secretary of the Corporation who is present shall act as secretary of the meeting, or if no Assistant Secretary shall be present, the person presiding at such meeting shall appoint a secretary for that particular meeting.

Section 2.09 Action Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such corporate action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with applicable law. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented in writing.

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In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required by law concerning any vote of stockholders, that consent had been given in accordance with the provisions of Section 228 of the DGCL. Without limiting the manner by which consent may be given, written consent may be given by means of electronic transmission in the manner prescribed by Section 228 of the DGCL.

Section 2.10 Ratification of Acts of Directors and Officers. Except as otherwise provided by law or by the Certificate of Incorporation, any transaction or contract or act of the Corporation or of the directors or the officers of the Corporation may be ratified by the affirmative vote of the holders of the voting power which would have been necessary to approve such transaction, contract or act at a meeting of stockholders, or by the written consent of stockholders in lieu of a meeting.

ARTICLE III

Board of Directors

Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by the DGCL or the Certificate of Incorporation. The Board of Directors may adopt such rules and regulations, not inconsistent with the Certificate of Incorporation or these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02 Number of Directors; Term of Office. The number of directors constituting the Entire Board (as defined in the Certificate of Incorporation) shall be fixed from time to time in accordance with the Certificate of Incorporation. Except as otherwise provided by the Certificate of Incorporation, each director shall hold office until the annual meeting of the stockholders next following his or her election and until his or her successor shall have been elected and shall qualify, or until his or her earlier death, resignation, disqualification or removal from office. Directors shall be elected at the annual meeting of stockholders. Directors need not be stockholders or residents of the State of Delaware. Except as otherwise provided in these Bylaws, elections of directors need not be by written ballot.

Section 3.03 Nominations of Directors.

(a) Subject to Section 3.03(k) only persons who are nominated in accordance with the procedures set forth in this Section 3.03 are eligible for election as directors.

(b) Nominations of persons for election to the Board of Directors may only be made at a meeting properly called for the election of directors and only (i) by or at the direction of the Board of Directors or any committee thereof or (ii) by a stockholder who (A) was a stockholder of record of the Corporation when the notice required by this Section 3.03 is delivered to the Secretary of the Corporation and at the time of the meeting, (B) is entitled to vote for the election of directors at the meeting and (C) complies with the notice and other provisions

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of this Section 3.03. Subject to Section 3.03(k), Section 3.03(b)(ii) is the exclusive means by which a stockholder may nominate a person for election to the Board of Directors. Persons nominated in accordance with Section 3.03(b)(ii) are referred to as “Stockholder Nominees.” A stockholder nominating persons for election to the Board of Directors is referred to as the “Nominating Stockholder.”

(c) Subject to Section 3.03(k), all nominations of Stockholder Nominees must be made by timely written notice given by or on behalf of a stockholder of record of the Corporation (the “Notice of Nomination”). To be timely, the Notice of Nomination must be delivered personally or mailed to and received at the principal executive office of the Corporation, addressed to the attention of the Secretary of the Corporation, by the following dates:

(i) in the case of the nomination of a Stockholder Nominee for election to the Board of Directors at an annual meeting of stockholders, no earlier than 120 days and no later than 90 days before the first anniversary of the date of the prior year’s annual meeting of stockholders; provided, however, that if (A) the annual meeting of stockholders is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the prior year’s annual meeting of stockholders, (B) no annual meeting was held during the prior year or (C) in the case of the Corporation’s first annual meeting of stockholders as a corporation with a class of equity security registered under the Exchange Act, the notice by the Stockholder to be timely must be received (1) no earlier than 120 days before such annual meeting and (2) no later than the later of 90 days before such annual meeting and the tenth day after the day on which the notice of such annual meeting was first made by mail or Public Disclosure, and

(ii) in the case of the nomination of a Stockholder Nominee for election to the Board of Directors at a special meeting of stockholders, no earlier than 120 days before and no later than the later of 90 days before such special meeting and the tenth day after the day on which the notice of such special meeting was first made by mail or Public Disclosure.

(d) Notwithstanding anything to the contrary, if the number of directors to be elected to the Board of Directors at a meeting of stockholders is increased and there is no Public Disclosure by the Corporation naming the nominees for the additional directorships at least 100 days before the first anniversary of the preceding year’s annual meeting, a Notice of Nomination shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered personally and received at the principal executive office of the Corporation, addressed to the attention of the Secretary of the Corporation, no later than the close of business on the tenth day following the day on which such Public Disclosure is first made by the Corporation.

(e) In no event shall an adjournment, postponement or deferral, or Public Disclosure of an adjournment, postponement or deferral, of an annual or special meeting

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commence a new time period (or extend any time period) for the giving of the Notice of Nomination.

(f) The Notice of Nomination shall set forth:

(i) the Stockholder Information with respect to each Nominating Stockholder and Stockholder Associated Person (except that references to the “Proponent” in Section 2.02(d)(i) to Section 2.02(d)(iii) shall instead refer to the “Nominating Stockholder” for purposes of this Section 3.03(f)(i));

(ii) a representation that each stockholder nominating a Stockholder Nominee is a holder of record of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such nomination;

(iii) all information regarding each Stockholder Nominee and Stockholder Associated Person that would be required to be disclosed in a solicitation of proxies subject to Section 14 of the Exchange Act and the written consent of each Stockholder Nominee to being named in a proxy statement as a nominee and to serve if elected;

(iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among a Nominating Stockholder, Stockholder Associated Person or their respective associates, or others acting in concert therewith, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Nominating Stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and the Stockholder Nominee were a director or executive of such registrant;

(v) a representation as to whether the Nominating Stockholders intends (A) to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the nomination or (B) otherwise to solicit proxies from stockholders in support of such nomination;

(vi) all other information that would be required to be filed with the SEC if the Nominating Stockholders and Stockholder Associated Person were participants in a solicitation subject to Section 14 of the Exchange Act; and

(vii) a representation that the Nominating Stockholders shall provide any other information reasonably requested by the Corporation.

(g) The Nominating Stockholders shall also provide any other information reasonably requested by the Corporation within ten business days after such request.

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(h) In addition, the Nominating Stockholder shall affirm as true and correct the information provided to the Corporation in the Notice of Nomination or at the Corporation’s request pursuant to Section 3.03(g) (and shall update or supplement such information as needed so that such information shall be true and correct) as of (i) the record date for the meeting, (ii) the date that is ten calendar days before the first anniversary date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting (in the case of an annual meeting) or 50 days before the date of the meeting (in the case of a special meeting) and (iii) the date that is ten business days before the date of the meeting or any adjournment or postponement thereof. Such affirmation, update and/or supplement must be delivered personally or mailed to, and received at the principal executive office of the Corporation, addressed to the Secretary of the Corporation, by no later than (1) five business days after the applicable date specified in clause (i) or (ii) of the foregoing sentence (in the case of the affirmation, update and/or supplement required to be made as of those dates), and (2) not later than seven business days before the date for the meeting (in the case of the affirmation, update and/or supplement required to be made as of ten business days before the meeting or any adjournment or postponement thereof).

(i) The person presiding over the meeting shall, if the facts warrant, determine and declare to the meeting, that the nomination was not made in accordance with the procedures set forth in this Section 3.03, and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

(j) If the stockholder (or a qualified representative of the Stockholder) does not appear at the applicable stockholder meeting to nominate the Stockholder Nominees, such nomination shall be disregarded and such business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 3.03, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(k) Nothing in this Section 3.03 shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation pursuant to any applicable provision of the Certificate of Incorporation.

Section 3.04 Quorum; Manner of Acting; Telephonic Participation. Subject to the Certificate of Incorporation or applicable law, and in addition to any other requirements (including any required vote) under the Certificate of Incorporation or applicable law, (i) the presence of directors holding a majority of the voting power of the Entire Board (in the case of meetings of the Board of Directors) or of the entire number of directors constituting any

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committee or subcommittee of the Board of Directors (in the case of meetings such committee or subcommittee) shall be necessary to constitute a quorum for the transaction of business and (ii) at all meetings of the directors, a quorum being present, each matter submitted to the Board of Directors (or any committee or subcommittee thereof) shall be decided by the affirmative vote of a majority of the voting power of the directors present. All or any one or more directors may participate in a meeting of the Board of Directors or of any committee thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to such communications equipment shall constitute presence in person at such meeting. The minutes of any meeting of the Board of Directors or of any committee thereof held by telephone shall be prepared in the same manner as a meeting of the Board of Directors or of such committee held in person.

Section 3.05 Place of Meetings. The Board of Directors may hold its meetings at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine.

Section 3.06 Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination, and at least seven days’ notice thereof has been given to each member of the Board of Directors, regular meetings may be held without further notice being given.

Section 3.07 Special Meetings and Notice Thereof. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, or by a majority of the voting power of the directors in office. Notice of the time, date and place of each such meeting shall be delivered to each director, addressed to him or her at his or her residence or usual place of business, at least three days before the date on which the meeting is to be held, or shall be given to him or her by facsimile transmission, electronic mail or other means of electronic transmission, or be delivered personally or by telephone, not later than 24 hours before such meeting is to be held. Such notice shall state the time and place of the meeting, but need not state the purposes thereof. In lieu of the notice to be given as set forth above, a waiver thereof in writing, signed by the director or directors entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto for purposes of this Section 3.07. Such notice shall be deemed to be delivered when actually delivered to the home or business address, electronic address or facsimile number of the director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.08 Organization. At each meeting of the Board of Directors, the Chairman of the Board, or in the absence of the Chairman, the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board, the President, or in the absence of the President, a chairman chosen by a majority of the voting power of the directors present, shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting

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of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.09 Removal. Except as otherwise provided by the Certificate of Incorporation or applicable law, the entire Board of Directors or any individual director may be removed from office with or without cause by the holders of a majority in voting power of the outstanding stock entitled to vote at an election of directors. In case the Board of Directors or any one or more directors be so removed, one or more individuals may be appointed at the same meeting at which such director or directors have been so removed to fill the vacancy or vacancies created thereby, to serve for the remainder of the terms, respectively, of the director or directors so removed.

Section 3.10 Resignation. Any director of the Corporation may resign at any time by giving written or electronic notice thereof to the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.11 Vacancies on Board of Directors. If any vacancy occurs in the Board of Directors as a result of the death, resignation, retirement, disqualification or removal from office of any director or otherwise, or any new directorship is created by any increase in the authorized number of directors, such vacancy or newly created directorship, as the case may be, shall be filled solely by (a) by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum or (b) the stockholders representing at least a majority in voting power of the capital stock entitled to vote generally in the election of directors. Each director so elected shall hold office until the next annual meeting of stockholders and until his or her successor shall be elected and shall be qualified or until his or her earlier death, resignation, disqualification or removal from office.

Section 3.12 Waiver of Notice and Consent. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though such meeting had been duly held after a regular call and notice, if, before or after the meeting, each of the directors not present signs or electronically transmits a written waiver of notice of such meeting whether before or after the date stated therein. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of directors or members of a committee of directors need be specified in any written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance by a director at a meeting (including by telephone) shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

Section 3.13 Committees. Subject to the Certificate of Incorporation and these Bylaws, the Board of Directors may, by resolution of the Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation, which, to the extent provided in the resolution or in these Bylaws, shall have and may exercise such

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powers of the Board of Directors in the management of the business and affairs of the Corporation, as the Board of Directors may by resolution determine and specify in the respective resolutions appointing them, subject to such restrictions as may be contained in the Certificate of Incorporation or the laws of the State of Delaware. Each committee shall have (i) for so long as the Apollo Sponsor is expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, at least one Apollo Employee Director, and (ii) for so long as the GSO Sponsors are expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, at least one GSO Employee Director, and, no committee shall have the power to take any action by, in the name and on behalf of the Corporation unless (a) for so long as the Apollo Sponsor is expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, at least one Apollo Employee Director is then serving on such committee, and (b) for so long as the GSO Sponsors are expressly conferred the right to nominate at least one director pursuant to an agreement to which the Corporation is a party, at least one GSO Employee Director is then serving on such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolutions adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. Subject to the Certificate of Incorporation and these Bylaws, a majority of the voting power of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, whether within or without the State of Delaware, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. Subject to the Certificate of Incorporation and these Bylaws regarding the required membership of any such committee, the Board of Directors shall have the power to change the membership of any such committee at any time, to fill vacancies thereon and to discharge any such committee, either with or without cause, at any time. Each member of any such committee shall be paid such fee, if any, as shall be fixed by the Board of Directors for each meeting of such committee which he or she shall attend and for his or her expenses, if any, of attendance at each regular or special meeting of such committee as shall be determined by the Board of Directors. Every reference in these Bylaws to a committee of the Board of Directors or a member of a committee of the Board of Directors shall be deemed to include a reference to a subcommittee of a committee of the Board of Directors or member of a subcommittee of a committee of the Board of Directors.

Section 3.14 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors, or committee.

Section 3.15 Fees and Compensation. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors may, if it so desires, authorize members of the Board of Directors to be compensated for their expenses, if any, of attendance at each regular or special meeting of the Board of Directors. Such compensation may, in the Board of Directors’ discretion, also include a fixed sum for each meeting and an annual fee for serving as a director, such as may be allowed by resolution of the Board of Directors. Directors who are officers or employees of the Corporation may receive, if the Board

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of Directors desires, fees for serving as directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Officers

Section 4.01 Officers. The principal officers of the Corporation shall be chosen by the Board of Directors and may include a President, one or more Vice Presidents, a Treasurer and a Secretary. The Board of Directors may also choose such other officers, including, without limitation, a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive Officer and one or more Senior or Executive Vice Presidents, as may be appointed in accordance with the provisions of these Bylaws. One person may hold the offices and perform the duties of any two or more of said officers.

Section 4.02 Election or Appointment and Term of Office. The principal officers of the Corporation shall be appointed annually by the Board of Directors at the annual meeting thereof. Each such officer shall hold office until his or her successor shall have been duly chosen and shall qualify, or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Section 4.03 Subordinate Officers. In addition to the principal officers enumerated in Section 4.01, the Corporation may have one or more Assistant Treasurers, one or more Assistant Secretaries and such other officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period, have such authority, and perform such duties as the President, the Chief Executive Officer, if any, or the Board of Directors may from time to time designate. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04 Removal. Any officer may be removed, either with or without cause, at any time, by the Board of Directors, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

Section 4.05 Resignations. Any officer may resign at any time by giving written or electronic notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06 Vacancies. A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for appointment to such office for such term.

Section 4.07 Powers and Duties. The officers shall each have such authority and perform such duties in the management of the Corporation as from time to time may be

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prescribed by the Board of Directors and as may be delegated by the President or the Chief Executive Officer, if any, without limiting the foregoing:

(a) Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors and the stockholders and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

(b) Vice Chairman of the Board. The Vice Chairman of the Board shall be the assistant to the Chairman of the Board of Directors and shall assume the Chairman’s responsibilities in the event of his or her absence or disability or as directed by the Chairman of the Board.

(c) President; Chief Executive Officer. Unless a separate Chief Executive Officer is appointed, the President shall serve as the Chief Executive Officer of the Corporation. The Chief Executive Officer shall, subject to the direction of the Board of Directors, have general and active control of the affairs and business of the Corporation and general supervision of its officers, officials, employees and agents. In the absence of a Chairman of the Board or Vice Chairman of the Board, the President shall preside at all meetings of the stockholders, at all meetings of the Board of Directors and any committee thereof of which he or she is a member, unless the Board of Directors or such committee shall have chosen another chairman. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect, and in addition he or she shall have all the powers and perform all the duties generally pertaining to the office of the Chief Executive Officer of a corporation. If a separate Chief Executive Officer is appointed, the President shall have and perform such duties as otherwise generally pertain to such office and as may be assigned to him or her by the Board of Directors. Subject to the control and direction of the Board of Directors, the President may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.

(d) Executive Vice President. The Executive Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

(e) Senior Vice President. The Senior Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President and the Executive Vice Presidents, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

(f) Vice President. The Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, the Executive Vice Presidents and the Senior Vice Presidents, perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

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(g) Treasurer. The principal financial officer of the Corporation shall be the Treasurer of the Corporation unless the Board of Directors has designated another officer to serve as principal financial officer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation and shall deposit all such funds in the name of the Corporation in such banks or other depositories as shall be selected by the Board of Directors. He or she shall exhibit at all reasonable times his or her books of account and records to any of the directors of the Corporation during business hours at the office of the Corporation where such books and records shall be kept; when requested by the Board of Directors or any committee thereof, he or she shall render a statement of the condition of the finances of the Corporation at any meeting of the Board of Directors or any committee thereof or at the annual meeting of stockholders; he or she shall receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever; and, in general, he or she shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors. The Treasurer shall give such bond, if any, for the faithful discharge of his or her duties as the Board of Directors may require.

(h) Secretary. The Secretary, if present, shall act as secretary at all meetings of the Board of Directors or any committee thereof and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose. He or she shall see that all notices required to be given by the Corporation are duly given and served; he or she shall have charge of the stock records of the Corporation; he or she shall see that all reports, statements and other documents required by law are properly kept and filed; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors.

Section 4.08 Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or a committee thereof appointed for such purpose, and the salaries of any other officers may be fixed by the Chief Executive Officer.

ARTICLE V

Capital Stock

Section 5.01 Certificates of Shares. The shares of the Corporation shall be represented by certificates, provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the Corporation by any two authorized officers of the Corporation certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been placed on, any such certificate shall cease to be an officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

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Section 5.02 Stock Ledger. A record shall be kept by the Secretary, transfer agent or by any other officer, employee or agent designated by the Board of Directors of the name of the person, corporation, general or limited partnership, limited liability company, joint venture, trust, association or other entity in whose name shares of stock of the Corporation are registered, which record shall reflect the number of shares (and the class and/or series thereof) registered in the name thereof, the date of issuance thereof, and in case of any transfer or cancellation, the date of such transfer or cancellation.

Section 5.03 Cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 5.06.

Section 5.04 Transfers of Stock. Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer clerk or a transfer agent appointed as provided in Section 5.05, and on surrender of the certificate or certificates, if any, for such shares properly endorsed and the payment of all taxes thereon. The person, corporation, general or limited partnership, limited liability company, joint venture, trust, association or other entity in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the Corporation, shall be so expressed in the entry of transfer.

Section 5.05 Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of shares of the stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures of any of them.

Section 5.06 Lost, Stolen, Mutilated or Destroyed Certificates. As a condition to the issue of a new certificate or uncertificated shares of stock in the place of any certificate theretofore issued and alleged to have been lost, stolen, mutilated or destroyed, the Board of Directors, in its discretion, may require the owner of any such certificate, or his legal representatives, to give the Corporation a bond in such sum and in such form as it may direct or to otherwise indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. Proper evidence of such loss, theft, mutilation or destruction shall be procured for the Board of Directors, if required. The Board of Directors, in its discretion, may authorize the issuance of such new certificate or uncertificated shares without any bond when in its judgment it is proper to do so.

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Section 5.07 Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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ARTICLE VI

Amendments

Section 6.01 Amendments by Stockholders. Subject to the Certificate of Incorporation, these Bylaws may be altered, amended or repealed and new Bylaws may be added by the stockholders at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration, amendment, repeal or addition is contained in the notice of such special meeting.

Section 6.02 Amendments by the Board of Directors. Subject to the Certificate of Incorporation, the Board of Directors may adopt, amend or repeal these Bylaws. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

ARTICLE VII

Miscellaneous Provisions

Section 7.01 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.02 Voting of Securities Owned by the Corporation. Unless otherwise restricted by the Board of Directors, the President, Chief Executive Officer and Chairman of the Board may attend, waive notice, vote or consent and grant proxies (with or without power of substitution) with respect to the securities of any other entity which may be held by this Corporation. In addition, the Board of Directors may authorize any other person on behalf of the Corporation to attend, waive notice, vote or consent and grant proxies (with or without power of substitution), with respect to the securities of any other entity which may be held by this Corporation.

Section 7.03 Dividends; Reserves.

(a) Subject to any restrictions contained in the Certificate of Incorporation, the Board of Directors may declare and pay dividends upon the shares of the Corporation’s capital stock from the Corporation’s surplus, or if there is none, out of its net profits for the current fiscal year and/or the preceding fiscal year. Dividends may be paid in cash, in property or in shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon. Dividends shall be payable upon such dates as the Board of Directors may designate.

(b) If the dividend is to be paid in shares of the theretofore unissued capital stock of the Corporation, the Board of Directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the Board of

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Directors; provided, however, that no such designation as capital shall be necessary if shares are being distributed by the Corporation pursuant to a split-up or division of its stock.

(c) The Board of Directors may set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 7.04 Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.05 Certificate of Incorporation. These Bylaws are subject in all respects to the Certificate of Incorporation, and in the event of any inconsistency between these Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall govern.

ARTICLE VIII

Indemnification

Section 8.01 Right to Indemnification. The Corporation shall indemnify and hold harmless each current or former stockholder, director, officer of the Corporation, any of their respective direct or indirect affiliates, or any former, current or future direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees, agents, affiliates (including any portfolio company), members, financing sources, investors, managers, general or limited partners or assignees of any of the foregoing (each, a “Corporation Related Party”), as applicable, in each case, who, while a Corporation Related Party, is or was an Apollo Sponsor Party or a GSO Sponsor Party (each, an “Indemnitee”), to the fullest extent permitted by the DGCL, from and against any and all losses, claims, demands, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation), judgments, fines, settlements and other amounts, of any nature whatsoever, known or unknown, liquidated or unliquidated, incurred by any such Indemnitee arising out of, resulting from or relating or incidental to any action, suit, claim, demand or proceeding, whether civil, criminal, administrative or investigative to which such Indemnitee may be made a party or otherwise involved or with which it shall be threatened by reason of its being an Indemnitee, so long as such Indemnitee acted in the good faith belief that such action or failure to act was in the best interests, or not opposed to the best interests, of the Corporation and its subsidiaries (and, in the case of any criminal action or proceeding, had no reason to believe such Indemnitee’s conduct was unlawful). Notwithstanding the preceding sentence, except as otherwise provided in the last sentence of this Section 8.01, the Corporation shall be required to indemnify an Indemnitee in connection with a proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such proceeding (or part thereof), by the Indemnitee was authorized in the specific case by the Board of Directors. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the

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Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under this Article VIII or otherwise. If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article VIII is not paid in full within thirty days after a written claim therefor by the Indemnitee has been received by the Corporation, the Indemnitee may thereafter file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law.

Section 8.02 Other Sources and Indemnitors. The Corporation hereby acknowledges that certain Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance (other than directors’ and officers’ or similar insurance obtained or maintained by or on behalf of the Corporation, its Affiliates or any of the foregoing’s respective subsidiaries) from persons or entities other than the Corporation (collectively, the “Other Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to an Indemnitee hereunder are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all losses, claims, damages, liabilities and expenses (including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement) to the extent legally permitted and as required by the terms of these Bylaws (or any other agreement between the Corporation and an Indemnitee), without regard to any rights an Indemnitee may have against the Other Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Corporation hereunder shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation. For the avoidance of doubt, no person or entity providing directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Corporation, any of its Affiliates or any of the foregoing’s respective subsidiaries, including any person or entity providing such insurance obtained or maintained pursuant to Section 8.07, shall be an Other Indemnitor.

Section 8.03 Non-Exclusivity of Rights. The rights conferred on any Indemnitee by this Article VIII shall not be exclusive of any other right which such Indemnitee may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL, or by any other applicable law.

Section 8.04 Survival of Rights. To the fullest extent permitted by the DGCL, the rights conferred on any Indemnitee by this Article VIII shall continue as to an Indemnitee

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who has ceased to be an Indemnitee and shall inure to the benefit of such Indemnitee’s heirs, executors and administrators.

Section 8.05 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any Indemnitee or any person or entity who is or was an agent of the Corporation against any liability asserted against such person or entity and incurred by such person or entity in any such capacity, or arising out of such person’s or entity’s status as an agent, whether or not the Corporation would have the power to indemnify such person or entity against such liability under the provisions of this Article VIII or under the DGCL.

Section 8.06 Reliance on Officers, Experts, etc. To the fullest extent permitted by the DGCL, or any other applicable law, an Indemnitee shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any officer or employee of the Corporation, any committee of the Board of Directors, or by any other person as to matters the Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected by or on behalf of the Corporation, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the stockholders might properly be paid.

Section 8.07 Amendments or Repeal. The foregoing provisions of this Article VIII shall be contract rights, and no amendment, modification, supplement, restatement or repeal of this Article VIII, without the consent of the applicable Indemnitee, shall have the effect of limiting or denying any such rights with respect to actions giving rise to losses, claims, demands, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation), prior to any such amendment, modification, supplementation or repeal.

Section 8.08 Saving Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee to the full extent not prohibited by any applicable portion of this Article VIII that shall not have been invalidated, or by any other applicable law. If this Article VIII shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Corporation shall indemnify each Indemnitee to the full extent under any other applicable law.

Section 8.09 Employees. Notwithstanding anything to the contrary herein, under no circumstances shall any employee of the Corporation or any of its Affiliates be (or be deemed to be) an Indemnitee, and no such employee shall have any rights to indemnification or advancement of expenses under this Article VIII, irrespective of whether such employee is a director or officer of the Corporation or any of its subsidiaries or other affiliates or otherwise would be an Indemnitee.

Section 8.10 Certain Definitions. Solely for the purposes of this Article VIII, the following definitions shall apply:

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(i) the term “Affiliate” shall mean

a. in respect of the Apollo Sponsor, the Apollo Parties and any person or entity that, directly or indirectly, controls, is controlled by or is under common control with the Apollo Sponsor; provided, that, notwithstanding the foregoing, none of the following shall be deemed an Affiliate of the Apollo Sponsor:

i. the Corporation,

ii. any Affiliate of the Corporation,

iii. any direct or indirect stockholder of the Corporation (other than the Apollo Parties), and

iv. any Representative or financing source of any of the foregoing persons or entities (except any Representative that is an Apollo Party);

b. in respect of the GSO Sponsors, the GSO Parties and any person or entity that, directly or indirectly, controls, is controlled by or is under common control with the GSO Sponsors; provided, that, notwithstanding the foregoing, none of the following shall be deemed an Affiliate of the GSO Sponsors:

i. the Corporation,

ii. any Affiliate of the Corporation,

iii. any direct or indirect stockholder of the Corporation (other than the GSO Parties),

iv. any Representative or financing source of any of the foregoing persons or entities (except any Representative that is a GSO Party), and

v. the Blackstone Group L.P. or any of its Affiliates (other than the GSO Sponsors and any of their respective subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM; and

c. in respect of the Corporation, any person or entity that, directly or indirectly, is controlled by the Corporation;

(ii) the term “AGM” shall mean Apollo Global Management, LLC, a Delaware limited liability company;

(iii) the term “Apollo Parties” shall mean, collectively, (a) the Apollo Sponsor and its Affiliates (including, for the avoidance of doubt, AP Mixtape GP, LLC, Apollo Advisors VIII, L.P., Apollo Management VIII, L.P., APH Holdings (FC), L.P. and APH Holdings (DC), L.P.); (b) any direct or indirect equity holder of the Apollo Sponsor; (c) any person or entity directly or indirectly controlled or managed by AGM, Apollo Advisors VIII, L.P., Apollo Management VIII, L.P., APH Holdings (FC), L.P. or APH Holdings (DC), L.P. (other than the Corporation and its Affiliates); and (d) their respective Representatives;

(iv) the term “Apollo Sponsor” shall mean AP Mixtape Holdings, L.P.;

(v) the term “Apollo Sponsor Party” shall mean the Apollo Sponsor or any of its direct or indirect Affiliates or a director, officer, principal, partner, member, manager, employee, agent and/or other representatives of the Apollo Sponsor or its Affiliates;

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(vi) the term “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

(vii) references to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the Corporation shall include, without limitation, situations where such person is serving at the request of the Corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise;

(viii) the term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment, interest assessments and any other costs and expenses of any nature or kind incurred in connection with any proceeding;

(ix) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;

(x) the term “GSO/BDFM” shall mean GSO / Blackstone Debt Funds Management LLC, a Delaware limited liability company.

(xi) the term “GSO Sponsors” shall mean, collectively, FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC and Blackstone / GSO Strategic Credit Fund;

(xii) the term “GSO Sponsors Party” shall mean the GSO Sponsors or any of their direct or indirect Affiliates or a director, officer, principal, partner, member, manager, employee, agent and/or other representatives of the GSO Sponsors or their Affiliates;

(xiii) the term “GSO Parties” shall mean, collectively, (a) the GSO Sponsors and their Affiliates; (b) any direct or indirect equity holder of the GSO Sponsors; (c) any person or entity directly or indirectly controlled or managed by GSO or GSO/BDFM (other than the Corporation and its Affiliates); and (d) their respective Representatives;

(xiv) a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII;

(xv) references to “other enterprises” shall include employee benefit plans;

(xvi) the term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative;

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Court File No.Cr-11809-Cr

ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED, AND RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF MOOD MEDIA CORPORATION, AND INVOLVING MOOD MEDIA NORTH AMERICA, LLC, MUZAK LLC, MUZAK HOLDINGS LLC, MUZAK CAPITAL LLC, MOOD US ACQUISITION1, LLC, MOOD MEDIA NORTH AMERICA HOLDINGS CORP., DMX HOLDINGS, LLC, DMX, LLC, DMX RESIDENTIAL HOLDINGS, LLC, DMX RESIDENTIAL, LLC, TECHNOMEDIA NY, LLC, TECHNOMEDIA SOLUTIONS, LLC, SERVICENET EXP, LLC, AND CONVERGENCE, LLC

MOOD MEDIA CORPORATION

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENT:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing before a Judge presiding over the Commercial List on June 20, 2017, at 9:30 a.m., or as soon after that time as the application may be heard, at 330 University Avenue,Toronto, Ontario and thereafter as directed by the Court.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but not later than 2 days before the hearing.

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IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND ‘WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date	May 18, 2017	Issued by
			Local registrar
		Address of court office	330 University Avenue Toronto, Ontario M5G1R7

TO:	THE DIRECTORS OF MOOD MEDIA CORPORATION

AND TO:	THE AUDITOR OF MOOD MEDIA CORPORATION

AND TO:	ALL HOLDERS OF COMMON SHARES OF MOOD MEDIA CORPORATION

AND TO:	ALL HOLDERS OF OPTIONS TO PURCHASE COMMON SHARES OF MOOD MEDIA CORPORATION

AND TO:	ALL HOLDERS OF DEFERRED SHARE UNITS OF MOOD MEDIA CORPORATION

AND TO:	ALL HOLDERS OF WARRANTS TO PURCHASE COMMON SHARES OF MOOD MEDIA CORPORATION

AND TO:	ALL HOLDERS OF THE 9.25% SENIOR UNSECURED NOTES OF MOOD MEDIA CORPORATION

AND TO:	THE TRUSTEE UNDER THE MOOD MEDIA GROUP S.A. NOTE INDENTURE RE: MMSGA’S 10% SENIOR NOTES

AND TO:	THE ADMINISTRATIVE AGENT UNDER THE MAY 1, 2014 CREDIT AGREEMENT

AND TO:	OTHER PERSONS REQUIRED TO BE SERVED PURSUANT TO THE INTERIM ORDER

AND TO:	THE DIRECTOR APPOINTED UNDER THE CANADA BUSINESS CORPORATIONS ACT

Corporations Canada
Jean Edmonds Building
South Tower,9th floor
365 Laurier Avenue West
Ottawa, ON K1A OC8

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*IN THE MATTER OF AN APPLICATION UNDER 192 OF THE CANADA BUSINESS CORPORATIONS ACT,* R.S.C.1985, c. C-44, AS AMENDED**	Court File No.
	Cr-11809-Cr

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF MOOD MEDIA CORPORATION, ET AL

ONTARIO

SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

Proceeding Commenced at Toronto

NOTICE OF APPLICATION

	STIKEMAN ELLIOTT LLP
	Barristers & Solicitors
	5300 Commerce Court West
	199 Bay Street
	Toronto, Canada M5L 1B9

	Alexander D. Rose LSUC#:49415P
	Tel: (416) 869-5261
	arose@stikeman.com

	Kathryn Esaw LSUC#:58264F
	Tel: (416) 869-5230
	kesaw@stikeman.com

	Patrick Corney LSUC#:65462N
	Tel: (416) 869-5668
	pcorney@stikeman.com
	Fax:(416) 947-0866

	Lawyers for the Applicant

E-9

APPENDIX F

GOVERNANCE TERM SHEET

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

This term sheet, dated as of April 12, 2017, describes the principal terms with respect to the governance of the Company following the Effective Date (as defined in the Arrangement Agreement by and among the (a) Company, (b) AP Mixtape Holdings, L.P. (“Apollo Sponsor”) and (c) FS Investment Corporation, FS Investment Corporation II, Cobbs Creek LLC, Juniata River LLC, Race Street Funding LLC, and Blackstone / GSO Strategic Credit Fund (the entities set forth in this clause (c), “GSO Sponsors”), dated as of the date hereof (the “Arrangement Agreement”)) that would be reflected in (a) a stockholders’ agreement to be entered into and effective as of the Effective Date by and among Apollo Sponsor, GSO Sponsors, and the Company (the “Stockholders’ Agreement”) and (b) the certificate of incorporation and bylaws of the Company, as applicable. Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to such term in the Arrangement Agreement.

This term sheet does not purport to summarize all provisions with respect to the governance matters referred to herein. All arrangements and agreements to be entered into in connection with this term sheet will be on the basis of definitive documentation mutually satisfactory to Apollo Sponsor and GSO Sponsors. Except as expressly set forth herein to the contrary, this term sheet (a) assumes the continuance of the Company out of the laws of Canada pursuant to Section 188 of the Canada Business Corporations Act and the domestication of the Company under the laws of the State of Delaware pursuant to Section 388 of the General Corporation Law of the State of Delaware pursuant to the Plan of Arrangement and (b) reflects the principal terms with respect to the governance of the Company following such continuance and domestication.

Number of Board Members	The Board will consist of seven (7) directors as of the Effective Date, provided, that following the Effective Date, the number of directors will be fixed by the Board with the prior consent of Apollo Sponsor (so long as Apollo Sponsor has the right to nominate a director) and GSO Sponsors (so long as GSO Sponsors have the right to nominate a director), provided, further, that for so long as the Company is a reporting issuer in any jurisdiction in Canada (a “Reporting Issuer”), not less than three (3) directors shall be independent to the extent required, and as determined, by applicable Canadian securities laws.
Board Voting	Each director of the Board shall have one vote; provided, that, notwithstanding the foregoing, subject to applicable law, with respect to each matter submitted to the Board or any committee of the Board:
		(a)	for so long as (and at any time during such period that) each of the following conditions has been satisfied: (i) a qualifying initial public offering of the Company has not occurred, (ii) the Company is a Reporting Issuer in any jurisdiction in Canada requiring that any of the directors be independent pursuant to, and as determined by, applicable Canadian securities laws, (iii) Apollo Sponsor, or Apollo Sponsor together with GSO Sponsors, beneficially own(s), in the aggregate, more than 50.0% of the then issued and outstanding shares of common stock of the Company (the “Common Shares”), (iv) Apollo Sponsor has the right to nominate a majority of the directors of the Board, and (v) either Apollo Sponsor beneficially owns, in the aggregate, more of the then issued and outstanding Common Shares than GSO Sponsors or GSO Sponsors have waived such condition described in this clause (v), then, each Apollo Employee Director1 shall have a number of votes (including fractions thereof) equal to: (x) the sum of (A) one, plus (B) the total number of non-Apollo Employee Directors then serving on the Board or such committee, as applicable, plus (C) the number, if any, of

(1) “Apollo Employee Directors” will include (a) any director who has been expressly designated as such by Apollo in a written instrument that has not been revoked or withdrawn and (y) any director, officer, principal, partner, member, manager, employee, agent and/or other representative of Apollo then serving as a director of the Company and that is an employee of Apollo.

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			vacancies and unfilled positions on the Board or such committee, as applicable, as of such time, divided by (y) the number of Apollo Employee Directors then in office or serving on such committee, as applicable;

		(b)	in the event the conditions set forth in paragraphs (i) to (v) of clause (a) are not satisfied, then each Apollo Employee Director shall have that number of votes (including fractions thereof) equal to (x) the total number of Apollo Directors Apollo is entitled to nominate at such time, divided by (y) the number of Apollo Directors voting with respect to such matter, and

		(c)	each GSO Employee Director shall have that number of votes (including fractions thereof) equal to (x) the total number of GSO Directors GSO Sponsors are entitled to nominate at such time, divided by (y) the number of GSO Directors voting with respect to such matter.(2)

Board of Directors	As of the Effective Date, the Board shall be comprised of:

		·	four (4) directors designated by Apollo Sponsor, provided, that for so long as the Company is a Reporting Issuer, at least two (2) such directors shall be independent to the extent required, and as determined, by applicable Canadian securities laws;

		·	two (2) directors designated by GSO Sponsors, provided, that for so long as the Company is a Reporting Issuer, at least one (1) such director shall be independent to the extent required, and as determined, by applicable Canadian securities laws; and

		·	the chief executive officer of the Company.

	After the Effective Date, for so long as (and at any time during such period that) Apollo Sponsor, or Apollo Sponsor together with GSO Sponsors, beneficially own(s), in the aggregate, more than 50.0% of the then issued and outstanding Common Shares, then, subject to the requirements of applicable law and applicable listing standards (including, if applicable, Canadian securities laws and listing standards) (and, in the event of any such restrictive requirement, to the maximum extent permitted under such applicable law and listing standards):

		·	Apollo Sponsor shall have the right to nominate:

				·	four (4) directors of the Board for so long as Apollo Sponsor and its affiliates beneficially own (3) at least 30% of the Common Shares outstanding as of the Effective Date, provided, that for so long as

(2) For purposes of illustration, with the total number of authorized directors set at seven (7), and assuming that there are five (5) non-Apollo Employee Directors in office and two (2) Apollo Employee Directors in office, each Apollo Employee Director would have three (3) votes on any matter submitted to the Board (i.e., (1 + 5 [the number of non-Apollo Employee Directors]) / 2 [the number of Apollo Employee Directors] = 3), such that there would be a total of 11 votes among all authorized directors, with the Apollo Employee Directors having 6 votes in total.

(3) “Beneficially own” means, with respect to any person, any Common Shares (a) which such person or any of such person’s affiliates is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act, (b) which such person has the right or obligation to acquire pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, (c) which such person has the right to vote pursuant to any agreement, arrangement or understanding, or (d) which are the subject of, the reference securities for or that underlie any option, warrant, swap, repurchase agreement, participation, convertible security, stock appreciation right or other right or derivative, whether or not presently exercisable, that has an exercise or conversion privilege or a settlement payment or delivery mechanism at a price related to such Common Shares or a value determined in whole or in part with reference to, or derived in whole or in part from, the market price or value of such Common Shares.

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				the Company is a Reporting Issuer, at least two (2) such directors shall be independent to the extent required, and as determined, by applicable Canadian securities laws;

			·	three (3) directors of the Board for so long as Apollo Sponsor and its affiliates beneficially own less than 30% of the Common Shares outstanding as of the Effective Date but at least 20% of the Common Shares outstanding as of the Effective Date, provided, that for so long as the Company is a Reporting Issuer, at least one (1) such director shall be independent to the extent required, and as determined, by applicable Canadian securities laws;

			·	two (2) directors of the Board (with no independence requirements) for so long as Apollo Sponsor and its affiliates beneficially own less than 20% of the Common Shares outstanding as of the Effective Date but at least 10% of the Common Shares outstanding as of the Effective Date; and

			·	one (1) director of the Board (with no independence requirements) for so long as Apollo Sponsor and its affiliates beneficially own less than 10% of the Common Shares outstanding as of the Effective Date but at least 5% of the Common Shares outstanding as of the Effective Date

		1.	(each director of the Board that was nominated or appointed by Apollo Sponsor, an “Apollo Director”);

	·	GSO Sponsors shall have the right to nominate:

			·	two (2) directors of the Board for so long as GSO Sponsors and their affiliates beneficially own at least 10% of the Common Shares outstanding as of the Effective Date, provided, that for so long as the Company is a Reporting Issuer, at least one (1) such director shall be independent to the extent required, and as determined, by applicable Canadian securities laws; and

			·	one (1) director of the Board (with no independence requirements) for so long as GSO Sponsors and their affiliates beneficially own less than 10% of the Common Shares outstanding as of the Effective Date but at least 5% of the Common Shares outstanding as of the Effective Date

		2.	(each director of the Board that was nominated or appointed by GSO Sponsors, a “GSO Director”).

After the Effective Date, if Apollo Sponsor, or Apollo Sponsor together with GSO Sponsors, do(es) not beneficially own, in the aggregate, more than 50.0% of the then issued and outstanding Common Shares, then, subject to the requirements of applicable law (including, if applicable, Canadian securities laws) and listing standards (and, in the event of any such restrictive requirement, to the maximum extent permitted under such applicable law and listing standards), each of Apollo Sponsor and GSO Sponsors will be entitled to nominate a percentage of the total members of the Board of the Company that is equal to the percentage of the total voting power of the Company beneficially owned by Apollo Sponsor or GSO Sponsors, as the case may be, rounded to the nearest whole number of directors.

For purposes of determining each of Apollo Sponsor’s and GSO Sponsors’ director designation rights, the percentage of Common Shares held by Apollo Sponsor or GSO Sponsors, respectively, will be aggregated with any holdings of affiliates of Apollo Sponsor or GSO Sponsors, respectively. Unless otherwise specified in the organizational documents of the Company, director

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	nominees (other than those of Apollo Sponsor and GSO Sponsors) will be nominated by the nominating and corporate governance committee of the Company (or if there is no such committee, any committee serving such purpose).
	In the event a vacancy on the Board is caused by the death, retirement, or resignation of an Apollo Sponsor or GSO Sponsors director-designee, respectively, Apollo Sponsor or GSO Sponsors, respectively, shall, to the fullest extent permitted by law, have the right to have the vacancy filled by a new Apollo Sponsor or GSO Sponsors, director-designee, respectively.
	For so long as Apollo Sponsor and GSO Sponsors have the right to nominate directors for election, the Company: (i) shall nominate the nominees of Apollo Sponsor and GSO Sponsors for election as a director of the Board as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company and shall provide the highest level of support for the election of such nominees as it provides to any other individual standing for election as a director as part of the Company’s slate of directors (if any) and (ii) shall not nominate a number of nominees for any election of directors that exceeds the number of directors to be elected. Each of Apollo Sponsor and GSO Sponsors shall vote all of their respective Common Shares in favor of each Apollo Sponsor and GSO Sponsors director nominee, except to the extent Apollo Sponsor or GSO Sponsors, as applicable, may otherwise consent in writing solely with respect to their respective director nominees.
Approval Rights	Notwithstanding anything to the contrary contained herein, (i) so long as Apollo Sponsor and its affiliates beneficially own at least 10% of the Common Shares outstanding as of the Effective Date, any and all matters set forth on Exhibit A shall require the approval of Apollo Sponsor in its capacity as a holder of Common Shares and (ii) so long as GSO Sponsors and their affiliates beneficially own at least 10% of the Common Shares outstanding as of the Effective Date, any and all matters set forth on Exhibit A shall require the approval of GSO Sponsors in their capacity as a holder of Common Shares.

Quorum	A quorum of the Board for the transaction of business shall consist of a majority of the directors of the Board then in office; provided, that, prior to a qualifying initial public offering, a quorum of the Board shall require at least one (1) Apollo Employee Director and one (1) GSO Employee Director(4) (subject to a customary provision to allow for a quorum to be established at a meeting reconvened at least two (2) business days but not more than twenty-one (21) calendar days from the initial meeting (with a substantially identical agenda and with an option for any director to participate by teleconference) without such GSO Director or Apollo Director, as applicable, if no GSO Director or Apollo Director, as applicable, attends such reconvened meeting).
Board Committees	Prior to a qualifying initial public offering, Apollo Sponsor and GSO Sponsors shall have the right to appoint one (1) Apollo Director and one (1) GSO Director, respectively, to each committee of the Board; provided, that for so long as the Company is a Reporting Issuer, (a) each member of the audit committee must be independent (to the extent required, and as determined, by applicable Canadian securities laws) and a director of the Company and (b) the audit committee must be comprised of at least three (3) members.
Information Rights	Prior to a qualifying initial public offering, the Company will provide or make available to each of Apollo Sponsor and GSO Sponsors:
		(i)	The most recent audited consolidated financial statements and financial information (including an income statement, balance sheet and statement of cash flows) of the Company; and

(4) “GSO Employee Directors” will include (a) any director who has been expressly designated as such by GSO in a written instrument that has not been revoked or withdrawn and (y) any director, officer, principal, partner, member, manager, employee, agent and/or other representative of GSO then serving as a director of the Company and that is an employee of GSO.

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		(ii)	The most recent quarterly unaudited consolidated financial statements and financial information (including an income statement, balance sheet and statement of cash flows) of the Company.

	At the request of Apollo Sponsor or GSO Sponsors, the Company will also make available the information and reports set forth in clauses (i) and (ii) above (A) to prospective third-party transferees of Apollo Sponsor or GSO Sponsors and (B) in the event Apollo Sponsor or GSO Sponsors, as applicable, own less than 5% of the Common Shares outstanding as of the Effective Date but at least 1% of the Common Shares outstanding as of the Effective Date, to Apollo Sponsor and GSO Sponsors, as applicable, in each case, subject to entry into a customary confidentiality agreement or similar agreement or commitment.
Registration Rights	Each of Apollo Sponsor and GSO Sponsors (acting with the consent of the other) may compel a qualifying initial public offering at any time following the one (1) year anniversary of the Effective Date. Following a qualifying initial public offering, Apollo Sponsor and GSO Sponsors will each have (A) customary demand registration rights (allowing for no more than one (1) demand registration request in any twelve-month period by such party, and three (3) in total by such party) with thresholds to be agreed, and (B) customary shelf registration rights with thresholds to be agreed, and in the case of (A) and (B), Apollo Sponsor and GSO Sponsors will each have customary piggy back rights in connection with the other’s exercise of such rights, subject (x) to pro rata cutbacks (based on the amount of equity securities included for such sale) and customary lockups and (y) such other reasonable and customary limitations as may be mutually agreed between Apollo Sponsor and GSO Sponsors prior to the Effective Date (provided that no such limitations shall conflict with anything in the fund documentation of Apollo Sponsor and GSO Sponsors).
	The registration rights provisions will also contain usual and customary provisions relating to the registration procedures to be followed by the Company, termination of registration rights, and indemnification obligations.
Limitations on Transfer	Subject to customary exceptions (including transfers to affiliates), for one (1) year following the Effective Date (such period, the “Lock-Up Period”), neither Apollo Sponsor nor GSO Sponsors may Transfer(5) any Common Shares without the prior written consent of the other party; provided, that, during the Lock-Up Period, (a) Apollo Sponsor may sell a portion of its Common Shares so long as, following such sale, Apollo Sponsor continues to beneficially own, in the aggregate, more than 30% of the then issued and outstanding Common Shares, and (b) GSO Sponsors may sell a portion of their Common Shares so long as, following such sale, GSO Sponsors continue to beneficially own, in the aggregate, more than 21% of the then issued and outstanding Common Shares.
	Following the Lock-Up Period, (a) Apollo Sponsor will not be subject to restrictions on Transfer other than a right of first offer in favor of GSO Sponsors and (b) GSO Sponsors will not be subject to restrictions on Transfer other than a right of first offer in favor of Apollo Sponsor.
Support for Sale Transaction	If (a) the Company intends or proposes to enter into a Sale Transaction(6), (b) a majority of the Board approves such Sale Transaction, (c) Apollo Sponsor approves such Sale Transaction, and (d) such Sale Transaction will result in a minimum to be agreed upon amount of cash proceeds being paid to the holders of Common Shares, then at the request of Company, GSO Sponsors will be required to vote in favor of

(5) “Transfer” will include any direct or indirect sale, assignment, pledge, lease, hypothecation, mortgage, gift or creation of security interest, lien or trust (voting or otherwise) or other encumbrance or other disposition (by operation of law or otherwise).

(6) “Sale Transaction” will include a transaction providing for the direct or indirect sale of a majority or greater of the equity securities of the Company or all or substantially all of the Company’s assets (including by means of merger, consolidation, other business combination, share exchange, other reorganization or any sale of equity securities of the Company or any of its Subsidiaries), in each case to a third party not affiliated with Apollo.

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	such Sale Transaction (if such a vote is required), waive any right of appraisal, and agree and take all other actions reasonably requested by the Company to effect such Sale Transaction (including, without limitation, the sale its equity interests).
Tag-Along Rights	Prior to a qualifying initial public offering, each of Apollo Sponsor and GSO Sponsors will have customary tag-along rights in connection with Transfers by Apollo Sponsor and GSO Sponsors, respectively, to non-affiliates, excluding any Transfer or Transfers that, in the aggregate, do not represent more than 15% of the interests of the Company at the Effective Date.
Preemptive Rights	Prior to a qualifying initial public offering, if the Company wishes to issue any equity interests or rights convertible into any such equity interests (or equivalents) of the Company or its Subsidiaries, each of Apollo Sponsor and GSO Sponsors will have pro rata preemptive rights to acquire a portion of such equity interests, subject to customary exceptions (e.g., issuances of equity securities in connection with debt issuances to third-party financial institutions, as employee incentive compensation, as consideration in connection with an acquisition by the Company or its Subsidiaries, etc.). At Apollo Sponsor’s election, preemptive rights may be effected after the issuance that is subject to such preemptive rights, by way of a sell-down to GSO Sponsors or otherwise.
Affiliate Transactions	The Company and its affiliates will not, without the prior written consent of both Apollo Sponsor and GSO Sponsors, enter into any transaction with Apollo Sponsor, GSO Sponsors or any of their respective affiliates (excluding (a) issuances of equity securities, which are subject to the preemptive rights described above, (b) the placement fee payable to affiliates of Apollo Sponsor and GSO Sponsors and the put option premium payable to Apollo Sponsor and GSO Sponsors (or their respective designees), in each case, payable in connection with, and pursuant to the terms of, the Arrangement Agreement and (c) certain other customary exceptions).
Expenses	Each of Apollo Sponsor and GSO Sponsors will receive expense reimbursement for actual and reasonable out-of-pocket costs and expenses incurred in connection with monitoring its investment. To the extent Apollo Sponsor or GSO Sponsors is requested by the Board to provide services to the Company, Apollo Sponsor or GSO Sponsors, as applicable, will receive expense reimbursement for actual and reasonable out-of-pocket costs and expenses incurred in connection with such services.
Corporate Opportunities	The organizational documents of the Company will include (a) a customary waiver of the corporate opportunities doctrine (or similar doctrine) as it applies to Apollo Sponsor and GSO Sponsors, and their respective affiliates and director designees, other than any officers or employees of the Company and/or its Subsidiaries (who will not be exempt from such doctrine) and (b) a provision expressly permitting the directors, officers, principal and partners of Apollo Sponsor and GSO Sponsors (other than any officers or employees of the Company and/or its Subsidiaries (who will not be exempt from such corporate opportunities doctrine)) to (i) engage in and possess interest in other businesses including those engaged in the same or similar business activities or lines of business as the Company or deemed to be competing with the Company and (ii) invest in or provide services to persons engage in the same or similar business activities as the Company or deemed to be competing with the Company.
	Any business opportunity generated by the officers or employees of the Company or its Subsidiaries will remain the exclusive property of the Company.
Amendment	Any amendment or waiver to or of any provision of the governance rights or equityholder arrangements shall require the prior written approval of Apollo Sponsor and GSO Sponsors.
Confidentiality	Apollo Sponsor and GSO Sponsors will be subject to customary confidentiality restrictions regarding the information of Apollo Sponsor, GSO Sponsors and the Company and its Subsidiaries; provided, that each party shall be permitted to disclose certain information of or pertaining to the Company (a) to its current and prospective limited partners and other investors and prospective third-party transferees, in each case, subject to such party entering into a confidentiality agreement or having agreed

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Exhibit A

APPROVAL RIGHTS

Without limiting Apollo Sponsor’s or GSO Sponsors’ rights in the term sheet, below is a list of actions which shall require the approval of Apollo Sponsor and GSO Sponsors, each in its capacity as a holder of Common Shares. The foregoing approval rights shall apply to any actions taken or proposed to be taken by the Company, whether directly or indirectly through any of the Company’s Subsidiaries.

1. any reduction or increase in the number of persons entitled to serve on the Board or any board of a Subsidiary of the Company (or comparable governing body thereof);

2. any amendment to the governing documents of the Company or, subject to certain limited exceptions, any Subsidiary (charter, bylaws, etc.);

3. any engagement in any unrelated line of business;

4. any (a) sale of any material asset or any material Subsidiary by the Company or any of its Subsidiaries either to any entity or business in which Apollo Sponsor or GSO Sponsors have a material direct or indirect interest (whether equity or debt) or for consideration other than cash consideration or publicly traded securities or (b) sale of (x) any asset of the Company or any of its Subsidiaries or (y) any Subsidiary, in one transaction or a series of related transactions, for aggregate consideration in excess of $50.0 million, in each case of clauses (x) or (y), excluding any Sale Transaction that GSO Sponsors is required to vote in favor of pursuant the “Support for Sale Transaction” section of the term sheet;

5. any (a) acquisition of another entity or a material asset of any other entity by the Company or any of its Subsidiaries to the extent that any entity or business in which Apollo Sponsor or GSO Sponsors have a material direct or indirect interest (whether equity or debt) is the seller in such acquisition or (b) acquisition of another entity or an asset of any other entity by the Company or any of its Subsidiaries, in one transaction or a series of related transactions, for aggregate consideration in excess of $50.0 million;

6. any (a) assumption of a material liability by the Company or any of its Subsidiaries of another entity to the extent that any entity in which Apollo Sponsor or GSO Sponsors have a material direct or indirect interest (whether equity or debt) is the assignee in such assumption or (b) any assumption of a liability of another entity by the Company or any of its Subsidiaries, in one transaction or a series of related transactions, to the extent such assumption, individually or in the aggregate has a value in excess of $50.0 million;

7. any issuance of equity interests (including any direct or indirect options, rights, warrants, or securities convertible into or exercisable or exchangeable for, any such equity interests of the Company or any Subsidiary), in each case, excluding any such issuance (a) in connection with the exercise of demand registration rights pursuant to the terms of the Company’s governance documents, (b) pursuant to the exercise of rights, warrants or other securities (solely to the extent previously issued in accordance with the terms of the Company’s governance documents) convertible into or exercisable or exchangeable into Common Shares in accordance with their terms, (c) of equity or equity-based awards to management, (d) on or prior to the Effective Date (whether or not authorized as of the Effective Date) or (e) of equity interests for consideration (or with a value) of less than $25.0 million or that represent less than 10.0% of the equity interests of the Company or such Subsidiarity on a fully diluted basis;

8. any issuance of, incurrence of, or entry into indebtedness by the Company or any Subsidiary in respect of borrowed money (including indebtedness evidenced by bonds, notes, or similar instruments or by letters of credit or bankers acceptances or any guarantees of any of the foregoing) (but, for the avoidance of doubt, not including (x) any drawdowns or paydowns under any existing bank indebtedness (solely to the extent such indebtedness was previously entered into in accordance with the terms of the Company’s governance documents) or (y) trade payables or any guarantees thereof), in each case, (a) solely to the extent issued, incurred, or entered into subsequent to the Effective Date (whether or not authorized as of the Effective

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APPENDIX G

RISK FACTORS RELATED TO NEW MOOD’S EQUITY

The following risks related to New Mood’s Equity should be read in conjunction with the risk factors related to the Arrangement and the operations of the Company following the Arrangement. See “Part I — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement” included within this Circular for more information.

The New Company Common Shares to be issued in connection with the Arrangement will have different rights from Company Common Shares, and the rights of holders of Company Common Shares under Canadian law differ from the rights of holders of New Company Common Shares of New Mood under Delaware law, and in some cases Delaware law will provide less shareholder protection after the Arrangement.

In connection with the Arrangement, Company Noteholders will become shareholders of New Mood, a Delaware corporation, and their rights as stockholders will be governed by Delaware law and New Mood’s certificate of incorporation and bylaws. Delaware law and the terms of New Mood’s certificate of incorporation and bylaws may be materially different than the laws of Canada and the terms of Mood Media Corporation’s articles, as amended, which currently govern the rights of Company Shareholders. There are material differences between the CBCA and the DGCL and between the Company’s current articles of incorporation and bylaws and the applicable governing documents of New Mood. Please see “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Description of New Mood Share Capital — New Company Common Shares” for a discussion of the rights, privileges and conditions of the New Company Common Shares.

The New Company Common Shares issuable in the New Capital Offering are restricted securities and are subject to resale restrictions.

The offer and sale of the New Company Common Shares in the New Capital Offering has not been registered under the U.S. Securities Act or any state securities laws and such New Company Common Shares will be offered and sold only to Eligible Company Noteholders pursuant to an exemption from registration under Section 4(a)(2) of the U.S. Securities Act. As a result, the New Company Common Shares received in connection with the New Capital Offering are “restricted securities,” as that term is defined in Rule 144, and may be transferred or resold only in transactions registered under, or exempt from, applicable registration requirements. An investor in New Company Common Shares in the New Capital Offering may be required to bear the risk of such investment for an indefinite period of time and may not be able to resell such New Company Common Shares at a favorable price, if at all.

Following completion of the Arrangement, there will be no existing market for the New Company Common Shares, and a trading market that will provide you with liquidity may not develop. You may lose all or part of your investment.

While the Company Common Shares currently trade on the TSX, following completion of the Arrangement, there will be no established trading market or price quotation system for the New Company Common Shares. There can be no guarantee that the New Company Common Shares will be listed on any exchange or that an active, liquid market or any system of pricing transparency will otherwise develop for the New Company Common Shares. If an active trading market does not develop, you may have difficulty reselling New Company Common Shares at a profit or at all. Even if an active trading market should develop, the per share price for New Company Common Shares could fluctuate significantly for various reasons, including:

· New Mood’s operating and financial performance and prospects;

· changes in market valuations of similar companies or in market outlooks on the business sectors in which New Mood will operate;

· market and industry perception of New Mood’s success, or lack thereof, in pursuing its objectives;

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· lack of any coverage of New Mood or its securities by securities or industry analysts;

· speculation in the press or investment community;

· departures of key management personnel;

· sales of New Company Common Shares by New Mood, the Sponsors, members of management, or other stockholders;

· a large volume of sellers of New Company Common Shares with a relatively small volume of purchasers;

· increases in market interest rates, which may increase New Mood’s cost of capital;

· adverse market reaction to any increased indebtedness New Mood may incur in the future;

· changes in applicable laws or regulations, court rulings and enforcement and legal actions;

· actions by New Mood shareholders or other third parties or governmental agencies;

· general market and economic conditions; and

· other risk factors set forth in the Company AIF, which is incorporated by reference in “Part III — Information Concerning the Company” of this Circular.

New Mood does not plan to pay dividends on New Company Common Shares, and New Mood expects that its debt agreements will place certain restrictions on its ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of New Company Common Shares appreciates.

New Mood does not plan to declare dividends on New Company Common Shares in the foreseeable future. Any payment of future dividends will be at the discretion of the Board and will depend on, among other things, New Mood’s earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions applying to the payment of dividends, and other considerations that the Board deems relevant. New Mood expects that the New Credit Facility will place such restrictions on New Mood’s ability to pay cash dividends. Accordingly, it is likely that your only opportunity to achieve a return on your investment in New Company Common Shares will be if the price of New Company Common Shares appreciates. See “Appendix H — Risk Factors Related to the New Company Notes and Substituted New Company Notes — The agreements governing the indebtedness of the Company and its Subsidiaries contain restrictions that will limit the Company’s flexibility in operating its business.”

New Mood may issue equity securities, including preferred stock, in the future that could cause significant dilution or adversely affect the voting power or value of the New Company Common Shares.

To the extent that New Mood raises additional capital by issuing equity securities, the share ownership of holders of New Company Common Shares will be diluted. In addition, the New Mood certificate of incorporation will authorize New Mood to issue, subject to the consent rights described in “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Investor Rights Agreement — Consent Rights,” one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over New Company Common Shares respecting dividends and distributions, as the Board may determine. The terms of any class or series of preferred stock could adversely impact the voting power or value of the New Company Common Shares. For example, New Mood might grant holders of preferred stock the right to elect some number of directors to the Board in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences New Mood might assign to holders of preferred stock could affect the residual value of the New Company Common Shares. See “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Description of New Mood

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Share Capital — Preferred Stock” and “Part II — Pro Forma Information of New Mood After Giving Effect to the Arrangement — Certain Anti-Takeover, Limited Liability and Indemnification Provisions.”

New Mood is not expected to be a reporting company under U.S. or Canadian law; large accumulations of New Company Common Shares may occur without any disclosure.

New Mood is not expected to be a reporting issuer in any of the provinces or territories of Canada. In addition, the issuance of the New Company Common Shares contemplated by the Arrangement and in connection with the New Capital Offering will not be registered under the U.S. Securities Act, and New Mood will not be subject to the reporting obligations and other provisions of the U.S. Exchange Act. Therefore, New Mood will not be required to file annual and quarterly reports with the SEC, and holders of New Mood securities will not be required to make filings pursuant to sections 13(d) and (g) of the U.S. Exchange Act and Regulation 13D promulgated by the SEC, or pursuant to Canadian early warning or insider reporting requirements as required under applicable Canadian securities laws. Immediately following the completion of the Arrangement, the Apollo Sponsor will beneficially own between approximately 39.65% and 48.85% of the New Company Common Shares, and the GSO Sponsors will beneficially own between approximately 28.39% and 34.98% of the New Company Common Shares. Should the Sponsors sell or otherwise transfer their New Company Common Shares to third parties, or should third parties or a group of third parties otherwise accumulate a significant percentage, or even a majority, of the New Company Common Shares, no disclosure would be required under Regulation 13D or under applicable securities laws in Canada. This may affect your ability to participate in a change of control transaction.

Upon closing of the Arrangement and the other transactions contemplated by the Arrangement Agreement, the Sponsors will be significant holders of New Company Common Shares of New Mood. Future sales, or the expectation of future sales, of New Company Common Shares by the Sponsors may negatively impact the value of the New Company Common Shares.

Upon closing of the Arrangement and the other transactions contemplated by the Arrangement Agreement, the Sponsors will be significant holders of New Company Common Shares of New Mood. Also, New Mood will be entering into an Investor Rights Agreement with the Sponsors in connection with the Arrangement, providing for certain registration rights. If the Sponsors sell, or the market perceives that the Sponsors intend to sell, a substantial portion of their interest in New Mood, the market price of New Mood’s securities could decline significantly. Moreover, there are significant risks to holders of New Company Common Shares associated with the Sponsors’ control of New Mood and the governance and operations of New Mood following consummation of the transactions contemplated by the Arrangement, which you should read and carefully consider. See “Part I — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement” included within this Circular for more information.

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APPENDIX H

RISK FACTORS RELATED TO THE NEW COMPANY NOTES AND SUBSTITUTED NEW COMPANY NOTES

The following risks related to the New Company Notes and Substituted New Company Notes should be read in conjunction with the risk factors related to the Arrangement and the operations of the Company following the Arrangement. See “Part I — Risk Factors Related to the Arrangement and the Operations of the Company Following the Arrangement” included within this Circular for more information. Unless otherwise indicated or the context otherwise requires, references in this Appendix H to: (a) “we”, “our” or “us” refer to (i) prior to the redemption of the New Company Notes, the Company and each of its consolidated Subsidiaries and (ii) thereafter, DLLC2 and each of its consolidated Subsidiaries; and (b) “the Notes” refer to (i) prior to the repayment of the New Company Notes on a par for par basis with the Substituted New Company Notes, the New Company Notes and (ii) thereafter, the Substituted New Company Notes.

Our substantial indebtedness could materially and adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the Notes

After giving pro forma effect to the Arrangement and the other transactions contemplated by this Circular (the “Transactions”), we will be a highly leveraged company. As of March 31, 2017, on a pro forma basis after giving effect to the Transactions, we would have had approximately $470 million face value of outstanding indebtedness (including capital lease obligations). For the twelve months ended March 31, 2017, on a pro forma basis after giving effect to the Transactions, we would have had total pro forma debt service payments of approximately $47 million.

Our substantial indebtedness could have important consequences for you as a holder of the Notes. For example, it could:

· limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes;

· make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the Notes, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the indenture governing the Notes and the agreements governing our other indebtedness;

· require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness, thereby reducing funds available to us for other purposes;

· limit our flexibility in planning for, or reacting to, changes in our operations or business;

· make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

· make us more vulnerable to downturns in our business or the economy;

· restrict us from making strategic acquisitions, engaging in development activities, introducing new technologies or exploiting business opportunities;

· cause us to make non-strategic divestitures;

· limit, along with the financial and other restrictive covenants in the agreements governing our indebtedness, among other things, our ability to borrow additional funds or dispose of assets;

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· prevent us from raising the funds necessary to repurchase all Notes tendered to the Issuer upon the occurrence of certain changes of control, which failure to repurchase would constitute a default under the indenture governing the Notes; or

· expose us to the risk of increased interest rates, as the Notes and borrowings under the New Credit Facility are at variable rates of interest.

In addition, the credit agreement governing the New Credit Facility and the indenture governing the Notes will contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes

Any default under the agreements governing our indebtedness, including defaults under the New Credit Facility that are not waived by the required lenders, and the remedies sought by the holders of such indebtedness could leave us unable to pay principal, premium, if any, or interest on the Notes and could substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including the New Credit Facility), we could be in default under the terms of the agreements governing such indebtedness. Upon the occurrence of an event of default, the holders of such indebtedness could elect to (i) declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, (ii) terminate their commitments and cease making further loans and (iii) institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation.

If our operating performance declines, we may in the future need to seek waivers from the required lenders under the New Credit Facility to avoid being in default. If we breach our covenants under the New Credit Facility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the New Credit Facility, the lenders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation.

Upon any such bankruptcy filing under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), we would be stayed from making any ongoing payments on the Notes, and the holders of the Notes would not be entitled to receive post-petition interest or applicable fees, expenses, costs or charges to the extent the amount of the obligations due under the Notes exceeded the value of the collateral (after taking into account all other senior debt that was also secured by the collateral), or any “adequate protection” on account of any undersecured portion of the Notes.

Despite our substantial indebtedness, we may still be able to incur significantly more debt, including secured debt, which could intensify the risks associated with our substantial indebtedness

We and our Subsidiaries may be able to incur substantial indebtedness in the future. Although the terms of the indenture governing the Notes and the credit agreement governing the New Credit Facility will contain restrictions on our and our Subsidiaries’ ability to incur additional indebtedness, including secured indebtedness that will be effectively senior to the Notes, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. As of March 31, 2017, on a pro forma basis after giving effect to the Transactions, we would have had approximately $15 million available for additional borrowing under the New Revolving Credit Facility (without giving effect to letters of credit), all of which would be secured on a first-priority basis senior to the Notes. In addition to the Notes and our borrowings under the New Credit Facility, the covenants under any other existing or future debt instruments could allow us to incur a significant amount of additional indebtedness and, subject to certain limitations, such additional indebtedness could be secured senior to the Notes or on a pari passu basis with the Notes. The more leveraged we become, the more we, and in turn our security holders, will be exposed to certain risks described above under “— Our substantial indebtedness could materially and adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our obligations under the Notes.”

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A portion or all of interest on the Notes will be payable-in-kind rather than cash-pay

A portion of interest payable on the Notes will not be cash-pay and will be paid by either increasing the principal amount of the outstanding Notes or by issuing additional Notes (the “PIK Interest”). In addition, upon the occurrence and during the continuance of an event of default under the New Credit Facility, the New Credit Facility and the indenture governing the Notes will provide that no cash-pay interest will be payable on the Notes and all interest thereon will be PIK Interest. The payment of PIK Interest will increase the amount of our indebtedness and will increase the risks associated with our level of indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and to fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful

Our ability to pay principal and interest on the Notes and to satisfy our other debt obligations will depend upon, among other things:

· our future financial and operating performance, which will be affected by prevailing economic, industry and competitive conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control; and

· our future ability to borrow under the New Revolving Credit Facility, the availability of which depends on, among other things, our complying with the covenants in the credit agreement governing such facilities.

We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under the New Revolving Credit Facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the Notes.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We cannot assure you that we will be able to restructure or refinance any of our indebtedness on commercially reasonable terms or at all. In addition, the terms of existing or future debt agreements, including the credit agreement governing the New Credit Facility and the indenture governing the Notes, may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. The Sponsors and their affiliates have no continuing obligation to provide us with debt or equity financing. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could result in a material adverse effect on our business, results of operations and financial condition and could negatively impact our ability to satisfy our obligations under the Notes.

If we cannot make scheduled payments on our indebtedness, we will be in default and holders of the Notes could declare all outstanding principal and interest to be due and payable, the lenders under the New Revolving Credit Facility could terminate their commitments to loan money, our secured lenders (including the lenders under the New Credit Facility and the holders of the Notes) could foreclose against the assets securing the indebtedness owing to them, and we could be forced into bankruptcy or liquidation. All of these events could cause you to lose all or part of your investment in the Notes.

If our indebtedness is accelerated, we may need to repay or refinance all or a portion of our indebtedness, including the Notes, before maturity. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations, including the New Credit Facility, on commercially reasonable terms, or at all.

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The lack of credit ratings for the Notes or, if we in the future obtain credit ratings for the Notes, any changes in such credit ratings could negatively impact the market price or liquidity of the Notes

We are not required under the indenture governing the Notes to obtain or maintain credit ratings for the Notes. The lack of credit ratings for the Notes could have a negative impact on future trading prices of the Notes and liquidity in trading of the Notes.

In the future, if we obtain credit ratings for the Notes, our cost of borrowing and ability to access the capital markets may be affected not only by market conditions but also by the credit ratings assigned to us by the major credit rating agencies. Credit rating agencies continually revise their ratings for the companies that they follow. Credit rating agencies also evaluate our industry as a whole and may change their credit ratings based on their overall view of our industry. If we obtain credit ratings for the Notes, we cannot be sure that credit rating agencies will maintain the ratings initially assigned to the Notes. A negative change in such ratings could have a negative impact on the future trading prices of the Notes, liquidity in trading of the Notes and on our ability to secure future debt financing on commercially reasonable terms or at all.

Credit ratings are not recommendations to purchase, hold or sell the Notes. Holders of the Notes will have no recourse against us or any other party in the event of a change in or suspension or withdrawal of such ratings.

Repayment of our debt, including the Notes, is dependent on cash flow generated by our Subsidiaries

The Issuer is a holding company and has no direct operations other than holding the equity interests in its Subsidiaries and activities directly related thereto. Accordingly, repayment of the Issuer’s indebtedness, including the Notes, is dependent on the generation of cash flow by the Issuer’s Subsidiaries and, if they are not guarantors of the Notes, their ability to make such cash available to the Issuer, by dividend, debt repayment or otherwise. Unless they are guarantors of the Notes, the Issuer’s Subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose. The Issuer’s Subsidiaries may not be able to, or may not be permitted to, make distributions to enable the Issuer to make payments in respect of its indebtedness, including the Notes. Each of the Issuer’s Subsidiaries is a distinct legal entity, and under certain circumstances legal and contractual restrictions may limit the Issuer’s ability to obtain cash from them and the Issuer may be limited in its ability to cause any future joint ventures to distribute their earnings to the Issuer. While the indenture governing the Notes and the credit agreement governing the New Credit Facility will limit the ability of the Issuer’s Subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to the Issuer, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our non-guarantor Subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes.

The Notes will be structurally subordinated to all liabilities of the Issuer’s current and future non-guarantor Subsidiaries

The Notes will be structurally subordinated to indebtedness and other liabilities of the Issuer’s current and future Subsidiaries that are not or will not be guaranteeing the Notes, and the claims of creditors of these Subsidiaries, including trade creditors, will have priority as to the assets of these Subsidiaries. In the event of a bankruptcy, liquidation or reorganization of any of the Issuer’s non-guarantor Subsidiaries, these non-guarantor Subsidiaries will pay the holders of their debts (secured and unsecured), holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us. During the twelve months ended December 31, 2016, on a pro forma basis after giving effect to the Transactions, non-guarantor Subsidiaries generated approximately 36.2% of our total revenue and 22.7% of our Adjusted EBITDA. As of December 31, 2016, on a pro forma basis after giving effect to the Transactions, non-guarantor Subsidiaries held approximately 23.2% of our consolidated assets and no outstanding indebtedness, excluding intercompany obligations.

In addition, the indenture governing the Notes will, subject to some limitations, permit the Issuer’s non-guarantor Subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these Subsidiaries.

The Notes will not be guaranteed by any of our non-U.S. Subsidiaries or any Subsidiaries that are not material or wholly owned. These non-guarantor Subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Notes, or to make any funds available therefore, whether by dividends, loans, distributions or other payments. Any right that we or the Subsidiary guarantors have to

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receive any assets of any of the non-guarantor Subsidiaries upon the liquidation or reorganization of those Subsidiaries, and the consequent rights of holders of Notes to realize proceeds from the sale of any of those Subsidiaries’ assets, will be effectively subordinated to the claims of those Subsidiaries’ creditors, including trade creditors and holders of preferred equity interests of those Subsidiaries.

Our debt agreements contain restrictions that will limit our flexibility in operating our business

The credit agreement governing the New Credit Facility and the indenture governing the Notes will contain, and any other existing or future indebtedness of ours would likely contain, a number of covenants that will impose significant operating and financial restrictions on us, including restrictions on the Issuer’s Subsidiaries ability to, among other things:

· incur additional debt, guarantee indebtedness or issue certain preferred equity interests;

· pay dividends on or make distributions in respect of, or repurchase or redeem, our equity interests or make other restricted payments;

· prepay, redeem or repurchase certain debt;

· make loans or certain investments;

· sell certain assets;

· create liens on certain assets;

· consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

· enter into certain transactions with our affiliates;

· alter the businesses we conduct;

· enter into agreements restricting our Subsidiaries’ ability to pay dividends;

· designate our Subsidiaries as unrestricted Subsidiaries; and

· pay cash interest on the Notes following an event of default under the New Credit Facility.

In addition, the New Credit Facility requires us to comply with certain financial covenants. See “Summary Information — Financing of the Arrangement — Debt Financing.”

As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

A failure to comply with the covenants under the New Credit Facility or any of our other future indebtedness could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the event of any such default, the lenders thereunder:

· will not be required to lend any additional amounts to us;

· could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable and terminate all commitments to extend further credit;

· could require us to apply all of our available cash to repay these borrowings; or

· could effectively prevent us from making debt service payments on the Notes;

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any of which could result in an event of default under the Notes.

Such actions by the lenders could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the lenders under the New Credit Facility could proceed against the collateral granted to them to secure that indebtedness. We will pledge substantially all of our assets as collateral under the Credit Facility.

If any of our outstanding indebtedness under the New Credit Facility or our other indebtedness, including the Notes, were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant part of our outstanding indebtedness.

We may not be able to repurchase the Notes upon a change of control

Upon the occurrence of certain specific kinds of change of control events, the Issuer will be required to offer to repurchase all of the outstanding Notes at 101% of the principal amount thereof plus, without duplication, accrued and unpaid interest to the date of repurchase. Additionally, under the New Credit Facility, a change of control will constitute an event of default that will permit the lenders to accelerate the maturity of borrowings and terminate their commitments to lend under the New Revolving Credit Facility. The source of funds for any repurchase of the Notes and repayment of borrowings under the New Credit Facility would be our available cash or cash generated from our Subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. It is possible that we will not have sufficient funds at the time of a change of control to make the required repurchase of Notes or that restrictions in the New Credit Facility will not allow such repurchases. We may require additional financing from third parties to fund any such repurchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the Notes may be limited by law. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a change of control under the indenture governing the Notes.

Courts interpreting change of control provisions under New York law (which will be the governing law of the indenture governing the Notes) have not provided clear and consistent meanings of such change of control provisions, which leads to subjective judicial interpretation. In addition, a court case in Delaware has questioned whether a change of control provision contained in an indenture could be unenforceable on public policy grounds.

We may enter into transactions that would not constitute a change of control that could affect our ability to satisfy our obligations under the Notes

Legal uncertainty regarding what constitutes a change of control and the provisions of the indenture governing the Notes may allow us to enter into transactions, such as acquisitions, refinancings or recapitalizations, that would not constitute a change of control but may increase our outstanding indebtedness or otherwise affect our ability to satisfy our obligations under the Notes. The definition of change of control for purposes of the Notes includes a phrase relating to the transfer of “all or substantially all” of our assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, your ability to require us to repurchase Notes as a result of a transfer of less than all of our assets to another person may be uncertain.

Federal and state statutes allow courts, under specific circumstances, to void the Notes and guarantees and the related security interests, and require holders of Notes to return payments received

If the Issuer or any Subsidiary guarantor becomes a debtor in a case under the Bankruptcy Code or encounters other financial difficulty, under federal or state fraudulent transfer or fraudulent conveyance law, a court may void or otherwise decline to enforce the Notes or the guarantees and the related security interests. A court might do so if it found that when we issued the Notes or the Subsidiary guarantor entered into its guarantee and granted the related security interests, or in some states when payments became due under the Notes or the guarantees, the Issuer or the Subsidiary guarantor received less than reasonably equivalent value or fair consideration and:

· was insolvent or rendered insolvent by reason of such incurrence;

· was left with inadequate capital to conduct its business;

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· believed or reasonably should have believed that it would incur debts beyond its ability to pay; or

· was a defendant in an action for money damages or had a judgment for money damages docketed against the Issuer or the Subsidiary guarantor if, in either case, the judgment is unsatisfied after final judgment.

The court might also void an issuance of Notes or a guarantee or the related security interest, without regard to the above factors, if the court found that the Issuer issued the Notes or the applicable Subsidiary guarantor entered into its guarantee and provided the related security interest with the actual intent to hinder, delay or defraud its creditors.

As a general matter, value is given for a transfer of an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that the Issuer or a Subsidiary guarantor did not receive reasonably equivalent value or fair consideration for the Notes or its guarantee or the related security interest if the Issuer or a Subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the Notes. Thus, if the guarantees were legally challenged, any guarantee could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the Subsidiary guarantor, the obligations of the applicable Subsidiary guarantor were incurred for less than reasonably equivalent value or fair consideration. If a court were to void the issuance of the Notes or any guarantee or the related security interest, you would no longer have any claim against the Issuer or the applicable Subsidiary guarantor, or the right to enforce or otherwise benefit from the applicable security interest. Sufficient funds to repay the Notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from the Issuer or a Subsidiary guarantor. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Notes. Further, the avoidance of the Notes could result in an event of default with respect to our and our Subsidiaries’ other debt, which could result in acceleration of that debt.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, the Issuer or a Subsidiary guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair value of all of its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.

We cannot assure you as to what standard a court would apply in determining whether the Issuer or the Subsidiary guarantors were solvent at the relevant time or that a court would agree with our conclusions in this regard, or, regardless of the standard that a court uses, that it would not determine that the Issuer or a Subsidiary guarantor were indeed insolvent on that date; that any payments to the holders of the Notes (including under the guarantees) did not constitute preferences, fraudulent transfers or fraudulent conveyances on other grounds; or that the issuance of the Notes and the guarantees would not be subordinated to the Issuer’s or any Subsidiary guarantor’s other debt.

Although each guarantee entered into by a Subsidiary guarantor will contain a provision intended to limit that Subsidiary guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer or otherwise avoidable, this provision may not be effective as a legal matter to protect those guarantees from being voided under fraudulent transfer or other applicable law, or may reduce that Subsidiary guarantor’s obligation to an amount that effectively makes its guarantee worthless.

In addition, any payment by the Issuer pursuant to the Notes or by a Subsidiary guarantor under a guarantee made at a time the Issuer or such Subsidiary guarantor were found to be insolvent could be voided and required to be returned to the Issuer or such Subsidiary guarantor or to a fund for the benefit of the Issuer’s or such Subsidiary guarantor’s creditors if such payment is made to an insider within a one-year period prior to a bankruptcy filing or within 90 days for any outside party and such payment would give such insider or outsider party more than such party would have received in a distribution under the Bankruptcy Code in a hypothetical Chapter 7 case.

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Finally, as a court of equity, a bankruptcy court may subordinate the claims in respect of the Notes or guarantees to other claims against the Issuer or the Subsidiary guarantors, respectively, under the principle of equitable subordination if the court determines that: (a) the holder of Notes engaged in some type of inequitable conduct; (b) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of Notes; and (c) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly

The Notes and the borrowings under the New Credit Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on certain of our variable rate indebtedness will increase even though our aggregate amount of indebtedness remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming the New Revolving Credit Facility is fully drawn, each 1% change in assumed interest rates under the New Credit Facility would result in approximately $259,000 change in annual interest expense on indebtedness under the New Credit Facility. In addition, each 1% change in assumed interest rates under the Notes would result in approximately $126,000 change in annual interest expense on indebtedness under the Notes. In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks.

The lenders under the Applicable First Priority Agreement will have the discretion to release the Subsidiary guarantors under the Applicable First Priority Agreement in a variety of circumstances, or such Subsidiary guarantors may be automatically released, which will cause those Subsidiary guarantors to be automatically released from their guarantees of the Notes

While any obligations under the Applicable First Priority Agreement remain outstanding, any guarantee of the Notes may be released without action by, or consent of, any holder of the Notes or the trustee under the indenture governing the Notes, if the related Subsidiary guarantor is no longer a guarantor of obligations under the Applicable First Priority Agreement or any other first priority obligations. The lenders under the Applicable First Priority Agreement will have the discretion to release the guarantees under the Applicable First Priority Agreement in a variety of circumstances and, in some circumstances, such Subsidiary guarantors will be automatically released. You will not have a claim as a creditor against any Subsidiary that is no longer a guarantor of the Notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those Subsidiaries will effectively be senior to claims of holders of the Notes.

Your ability to transfer the Notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop, or if developed be maintained, for the Notes

The Notes are a new issue of securities for which there is no established trading market. We do not intend to have the Notes listed on a national securities exchange or included in any automated quotation system. The liquidity of any market for the Notes will depend upon the number of holders of the Notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the Notes and other factors. A liquid trading market may not develop for the Notes. If an active market does not develop or is not maintained, the price and liquidity of the Notes may be materially and adversely affected. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The market, if any, for any of the Notes may not be free from similar disruptions and any such disruptions may materially and adversely affect the prices at which you may sell your Notes. In addition, the Notes may trade at a discount from their value on the date you acquired the Notes, depending upon prevailing interest rates, the market for similar Notes, our performance and other factors.

We may be unable to repay or repurchase the Notes at maturity

At maturity, the entire outstanding principal amount of the Notes, together with accrued and unpaid interest, if any, will become due and payable. We may not have the funds to fulfill these obligations or the ability to renegotiate these obligations. If, upon the maturity date, other arrangements prohibit us from repaying the Notes, we could try to

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obtain waivers of such prohibitions from the lenders and holders under those arrangements, or we could attempt to refinance the borrowings that contain the restrictions. In these circumstances, if we were not able to obtain such waivers or refinance these borrowings, we would be unable to repay the Notes.

The market price for the Notes may be volatile and may require you to hold the Notes for an indefinite period of time

Historically, the market for non-investment grade debt, such as the Notes, has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. Any market that may develop for the Notes may be subject to similar disruptions. Any such disruptions may negatively impact the value of your Notes. In addition, subsequent to their initial issuance, the Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors. As a result, you may be required to hold the Notes for an indefinite period of time unless you are willing to sell the Notes for a loss.

We will not be subject to the Sarbanes-Oxley Act of 2002

We are not, and since we will not register the Notes under the Securities Act following the consummation of the Arrangement and the other transactions contemplated by the Arrangement Agreement, we will not be, subject to the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). Sarbanes-Oxley requires public companies to have and maintain effective disclosure controls and procedures to ensure timely disclosure of material information and to have management review the effectiveness of those controls on a quarterly basis. Sarbanes-Oxley also requires public companies to have and maintain effective internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements and to have management review the effectiveness of those controls on an annual basis (and have the independent auditor for the company attest to the effectiveness of such internal controls). We are not currently required to comply, and will not be required to comply, with these requirements, and therefore we may not have comparable procedures in place as compared to U.S. public companies.

We are currently not required and will not be required following the consummation of the Arrangement and the other transactions contemplated by the Arrangement Agreement to file periodic reports or other information with the SEC. Holders of the Notes will be entitled to receive reports only as described under the indenture governing the Notes. These reports are, however, more limited than if we were subject to the reporting requirements of the Exchange Act.

Additionally, because our equity securities are not and will not be registered under the securities laws of the United States or any other jurisdiction and are not and will not be listed on any securities exchange, we are not subject to certain of the corporate governance requirements of the U.S. securities authorities or to any corporate governance requirements of any securities exchange.

Many of the restrictive covenants contained in the indenture governing the Notes will not apply during any period in which the Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and the holders of the Notes will lose the protection of these covenants during any such periods

Many of the covenants contained in the indenture governing the Notes will not apply to us during any period in which the Issuers receive ratings for the Notes, and the Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Group, provided that at the time such ratings are obtained no default or event of default has occurred and is continuing. Such covenants will include restrictions on, among other things, our ability to make certain distributions, incur indebtedness and enter into certain other transactions.

We are not required under the indenture governing the Notes to obtain or maintain credit ratings for the Notes. There can be no assurance that the Notes will ever be rated or receive an investment grade rating or that if the Notes receive an investment grade rating they will maintain these ratings or any ratings at all. However, suspension of these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. For example, during any such suspension of these covenants, we would be able to make dividends and distributions and incur substantial additional debt in amounts that would not otherwise be permitted while these

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covenants were in force. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended would not result in an event of default under the indenture governing the Notes.

The terms and conditions of the New Credit Facility, New Company Notes Indenture and Substituted New Company Notes Indenture have not been finalized

The credit agreement relating to the New Credit Facility, the indenture governing the New Company Notes and the indenture governing the Substituted New Company Notes have not been finalized. In addition, our entry into the New Credit Facility is subject to certain conditions, and we cannot assure you that the New Credit Facility will be completed in the manner or on the terms described herein. Future changes in market conditions may result in less favorable terms for the New Credit Facility and any changes to the terms of the New Credit Facility may increase our interest expense and adversely affect our business. The terms of the New Credit Facility could also change in a way that increases our indebtedness or makes it easier to incur debt in the future.

The Notes and Subsidiary guarantees will be subject to the First Lien/Second Lien Intercreditor Agreement that provides the Notes and the Subsidiary guarantees will be subordinated to the Applicable First Priority Agreement and other creditors who have a first-priority security interest in our assets, and the liens securing the Notes will be released upon the release of first-priority liens

Substantially all the assets owned by the Issuers and the Subsidiary guarantors on the issue date of the Notes or thereafter acquired, and all proceeds therefrom, will be subject to first-priority liens in favor of the lenders and other secured parties under the Applicable First Priority Agreement. The collateral agent for the Notes will be a party to the First Lien/Second Lien Intercreditor Agreement which will provide that, at any time that any obligations that are secured by first-priority liens remain outstanding, any actions that may be taken in respect of the collateral (including the ability to commence enforcement proceedings against the collateral and to control the conduct of such proceedings) will be at the direction of the holders of such indebtedness. Under such circumstances, the trustee and the collateral agent on behalf of the holders of Notes will not have the ability to control or direct such actions, even if the rights of the holders of Notes are materially and adversely affected. Further, in the event that the Issuer or a Subsidiary guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, its obligations under the Applicable First Priority Agreement will be entitled to be paid in full from its assets pledged as security for such obligations before any payment from such assets or the proceeds thereof may be made with respect to the Notes. Holders of the Notes would then participate ratably in the remaining assets pledged as collateral, with all holders of indebtedness that are deemed to rank equally with the Notes based upon the respective amount owed to each creditor. Also, under the First Lien/Second Lien Intercreditor Agreement, the Holders of the Notes may be required to turn over certain funds they may receive in any insolvency or liquidation proceeding to the lenders under the Applicable First Priority Agreement under certain circumstances.

In addition, if the Issuers and/or any Subsidiary guarantors default under the Applicable First Priority Agreement, the lenders and other secured parties holding first-priority obligations could declare all of the funds borrowed thereunder, together with accrued and unpaid interest, immediately due and payable and foreclose on the pledged assets. However, if there were an event of default under the Notes, the holders of obligations that are secured by first-priority liens could decide not to proceed against the collateral, regardless of whether or not there is a default under such obligations that are secured by first-priority liens. In addition, upon the occurrence and during the continuance of an event of default under the New Credit Facility, the New Credit Facility and the indenture governing the Notes will provide that no cash-pay interest will be payable on the Notes and all interest thereon will be PIK Interest.

Furthermore, if the lenders and other secured parties under the Applicable First Priority Agreement foreclose and sell the pledged equity interests in any Subsidiary guarantor, then that Subsidiary guarantor will be released from its guarantee of the Notes automatically and immediately upon such sale. Similarly, any release of all first-priority liens upon any collateral approved by the holders of first-priority liens (other than in connection with the payment in full of the first-priority obligations) will also release the second-priority liens securing the Notes on substantially the same collateral, and holders of Notes will have no control over such release. By virtue of the direction of the administration of the pledges and security interests and the release of collateral, actions may be taken under the collateral documents that may be adverse to holders of the Notes.

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The liens on the collateral securing the Notes will be subordinated in the manner set forth in the First Lien/Second Lien Intercreditor Agreement to all senior liens thereon governed by the First Lien/Second Lien Intercreditor Agreement (including the liens granted to the lenders under the Applicable First Priority Agreement and other creditors that may have the benefit of first-priority liens on such collateral from time to time, whether on or after the date the notes and related guarantees are issued), irrespective of the time, order or method of creation, attachment or perfection of any such junior or senior liens or any failure, defect or deficiency or alleged failure, defect or deficiency in any of the foregoing. Accordingly, the liens of the holders of the Notes on the collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by our creditors with prior liens thereon. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the collateral as well as the ability of the collateral agent for the Notes to realize or foreclose on such collateral.

In addition, the First Lien/Second Lien Intercreditor Agreement will provide that if the holders of the Notes obtain possession of any collateral (or subject interests (as defined below)) or realize any proceeds or payment in respect of any such collateral (or subject interests) pursuant to their security documents or by the exercise of any rights available to them under applicable law or in any bankruptcy proceeding or through any other exercise of remedies, at any time prior to the associated discharge of the obligations under the Applicable First Priority Agreement and any other first-priority obligations secured, or intended to be secured, by such collateral, then such holders will be obligated to hold such collateral (or subject interests), proceeds or payment in trust for the lenders under the Applicable First Priority Agreement and the holders of any other first-priority obligations and transfer such collateral (or subject interests), proceeds or payment, as the case may be, to the representative thereof. Thus, there can be no assurances that under the First Lien/Second Lien Intercreditor Agreement the holders of the Notes would not be obligated to turn over to the lenders under the Applicable First Priority Agreement and the holders of any other first-priority obligations certain funds they may receive in respect of the collateral (or subject interests) (including funds they may receive from such collateral (or subject interests) pursuant to a plan of reorganization in a bankruptcy proceeding).

Under the First Lien/Second Lien Intercreditor Agreement, the authorized representative of the holders of the Notes may not object following the filing of a bankruptcy petition to any debtor-in-possession financing or to the use of the collateral to secure that financing that has been consented to by the lenders under the Applicable First Priority Agreement, subject to certain conditions and limited exceptions, and is also restricted in taking various other actions or objecting to certain other matters in any insolvency or liquidation proceeding of the Issuer or a Subsidiary guarantor. After such a filing, the value of such collateral could materially deteriorate, and the holders of the Notes would be unable to raise an objection.

“Subject interests” refers to our assets that are incapable of being the subject of a lien in favor of the collateral agent for the Notes or are otherwise excluded from the pledge under the security documents.

Because each Subsidiary guarantor’s liability under its guarantee may be reduced to zero, avoided or released under certain circumstances, you may not receive any payments from some or all of the Subsidiary guarantors

The guarantee by each Subsidiary guarantor will be limited to the maximum amount that each Subsidiary guarantor is permitted to guarantee under applicable law. As a result, any such Subsidiary guarantor’s liability under its guarantee could be reduced to zero, depending on the amount of other obligations of such Subsidiary guarantor. Further, under the circumstances discussed more fully below, a court under federal or state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the Subsidiary guarantor. See “—Federal and state statutes allow courts, under specific circumstances, to void the Notes and guarantees and the related security interests, and require holders of Notes to return payments received.”

In addition, the Subsidiary guarantors will be automatically released from their guarantees upon the occurrence of certain events, including the following:

· the designation of a Subsidiary guarantor as an unrestricted Subsidiary;

· the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Notes by a Subsidiary guarantor; or

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· the sale or other disposition, including the sale of substantially all the assets, of a Subsidiary guarantor.

If the guarantee of any Subsidiary guarantor is released, no holder of the Notes will have a claim as a creditor against that Subsidiary, and the indebtedness and other liabilities, including trade payables and preferred equity interests, if any, whether secured or unsecured, of that Subsidiary will be structurally senior to the claim of any holders of the Notes.

It may be difficult to realize the value of the collateral securing the Notes

The collateral securing the Notes will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the collateral agent for the New Credit Facility and any other creditors that have the benefit of senior-priority liens on the collateral securing the Notes from time to time, whether on or after the date the Notes are issued. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could materially and adversely affect the value of the collateral securing the Notes as well as the ability of the collateral agent for the Notes to realize or foreclose on such collateral.

The value of the collateral at any time will depend on market and other economic conditions, including the availability of suitable buyers. By their nature, some or all of the pledged assets may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the collateral as of the date of this Circular equals or exceeds the principal amount of the debt secured thereby. The value of the assets pledged as collateral for the Notes could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition, unforeseen liabilities and other future events. Accordingly, there may not be sufficient collateral to pay all or any of the amounts due on the Notes. After the payment of all first lien obligations, any claim for the difference between the amount, if any, realized by holders of the Notes from the sale of the collateral securing the Notes and the obligations under the Notes and other obligations secured on a pari passu basis with the Notes will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables. Additionally, in the event that a bankruptcy case is commenced by or against us, if the value of the collateral is less than the amount of principal and accrued and unpaid interest on the Notes and all other senior secured obligations, interest, fees and expenses may cease to accrue on the Notes from and after the date the bankruptcy petition is filed. See “—If we become the subject of a bankruptcy proceeding, bankruptcy laws may limit your ability to realize value from the collateral.”

The security interest of the collateral agent for the Notes will be subject to practical problems generally associated with the realization of security interests in collateral. For example, the collateral agent for the Notes may need to obtain the consent of a third party to obtain or enforce a security interest in a contract. We cannot assure you that the collateral agent for the Notes will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Accordingly, the collateral agent for the Notes may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

In addition, the collateral securing the Notes will be subject to liens permitted under the terms of the indenture governing the Notes, whether arising on or after the date the Notes are issued, such as purchase money indebtedness and capital lease obligations, and assets subject to such liens will in certain circumstances by excluded from the collateral. Such liens may be senior to or pari passu with the lien of the holders of the Notes. The existence of any permitted liens could materially and adversely affect the value of the collateral securing the Notes, as well as the ability of the collateral agent for the Notes to realize or foreclose on such collateral.

Furthermore, not all of the Issuer’s and Subsidiary guarantors’ assets secure the Notes. For example, the collateral will not include, among other things:

· certain real property;

· pledges and security interests in any property prohibited by applicable law, rule or regulation (including any legally effective requirement to obtain the consent of any governmental authority, except to the extent such consent has been obtained);

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· any lease, license or other agreement or contract or any property subject to a purchase money security interest, capital lease obligation or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or contract or purchase money, capital lease or similar arrangement or create a right of termination in favor of any other party thereto (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code));

· “intent-to-use” trademark applications until an Amendment to Allege Use or Statement of Use has been filed; or

· certain other assets.

Some of these assets may be material to us and such exclusion could have a material adverse effect on the value of the collateral.

To the extent that the claims of the holders of the Notes exceed the value of the assets securing the Notes and other liabilities, those claims will rank equally with the claims of the holders of any of our unsecured senior indebtedness. As a result, if the value of the assets pledged as security for the Notes and other liabilities is less than the value of the claims of the holders of the Notes and other secured liabilities, those claims may not be satisfied in full before the claims of our unsecured creditors are also paid in full.

Security over some of the collateral may not be in place on the issue date of the Notes or may not be perfected on such date, and any unresolved issues may impact the value of the collateral. Rights in the collateral may be materially and adversely affected by the failure to perfect security interests in collateral now or in the future

The collateral will include substantially all of the Issuer’s and the Subsidiary guarantors’ tangible and intangible assets that secure indebtedness under the Applicable First Priority Agreement, whether now owned or acquired or arising in the future, subject to certain exceptions. Applicable law provides that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. Certain security interests in the collateral may not be in place on the issue date of the Notes or will not be perfected on such date. The liens in the collateral securing the Notes may not be perfected with respect to the claims of the Notes if the collateral agent for the Notes is not able to take the actions necessary to perfect any of these liens on or prior to the issue date of the Notes. We will be required to file or cause to be filed financing statements under the Uniform Commercial Code to perfect the security interests that can be perfected by such filings. We and the Subsidiary guarantors have limited obligations to perfect the security interest of the holders of the Notes in specified collateral other than the filing of financing statements, delivery of certain stock certificates and instruments, if permitted by the First Lien/Second Lien Intercreditor Agreement, and filings with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and the filing of mortgages, notation of liens on the certificates of title for the equipment subject to certificates of title and other perfection actions required by the security documents. We will be required to use commercially reasonable efforts to have all security interests that are required to be perfected by the security documents to be in place within a specified period of time after the issue date of the Notes. Any issues that we are not able to resolve in connection with the delivery and recordation of such security interests may negatively impact the value of the collateral. To the extent a security interest in certain collateral is not perfected on the issue date of the Notes, such security interest might be avoidable in bankruptcy as a preferential transfer or otherwise, which could impact the value of the collateral. See “—If we become the subject of a bankruptcy proceeding, bankruptcy laws may limit your ability to realize value from the collateral” below.

The indenture governing the Notes and the security documents entered into in connection with the Notes will not require us to take a number of actions that might improve the perfection or priority of the liens of the collateral agent for the benefit of the holders of the Notes. As a result of these limitations, the security interest of the collateral agent for the Notes in a portion of the collateral may not be perfected or enforceable (or may be subject to other liens) under applicable law.

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The security interests of the note holders in after-acquired assets may not be perfected in a timely manner or at all

If additional domestic restricted Subsidiaries are formed or acquired and become guarantors under the indenture governing the Notes, additional financing statements would be required to be filed to perfect the security interest in the assets of such guarantors. Depending on the type of the assets constituting after-acquired collateral, additional action may be required to be taken to perfect the security interest in such assets, such as the delivery of physical collateral, if permitted by the First Lien/Second Lien Intercreditor Agreement, or the execution and recordation of mortgages or deeds of trust. Applicable law provides that certain property and rights acquired after the grant of a general security interest, such as real property, certain intellectual property and certain proceeds, can only be perfected at the time such property and rights are acquired and identified. The collateral agent for the Notes will not monitor and has no obligation to monitor, and there can be no assurance that we will inform the collateral agent for the Notes of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the collateral agent for the Notes, as applicable, against third parties. Even if the collateral agent for the Notes does take all actions necessary to create properly perfected security interests on collateral acquired in the future, any such security interests that are perfected after the date of the indenture would (as described further herein) remain at risk of being avoided under certain circumstances as a preferential transfer or otherwise in any bankruptcy even after the security interests perfected on the issue date of the Notes were no longer subject to such risk. See “— Delivery of security interests in collateral or any guarantees after the issue date of the Notes increases the risk that such security interests or guarantees could be avoidable in bankruptcy.”

The rights of holders of Notes to the collateral may be adversely affected by other issues generally associated with the realization of security interests in collateral

The security interest of the collateral agent for the Notes will be subject to practical challenges generally associated with the realization of security interests in collateral. For example, the collateral agent for the Notes may need to obtain the consent of third parties or make additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders of the Notes will not be entitled to the collateral or any recovery with respect to the collateral. The collateral agent for the Notes may not be able to obtain any such consent. Further, the consents of any third parties may not be given when required to facilitate a foreclosure on such collateral. Accordingly, the collateral agent for the Notes may not have the ability to foreclose upon those assets. These requirements may limit the number of potential bidders for certain collateral in any foreclosure or other auction and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, the practical value of realizing on the collateral may, without the appropriate consents and filings, be limited.

There are circumstances other than repayment or discharge of the Notes under which the collateral securing the Notes and guarantees will be released automatically, without your consent or the consent of the trustee

Under various circumstances, collateral securing the Notes will be released automatically, including:

· a sale, transfer or other disposition of such collateral (other than to an Issuer or a Subsidiary guarantor) in a transaction not prohibited under the indenture governing the Notes;

· with respect to collateral held by a Subsidiary guarantor, upon the release of such Subsidiary guarantor from its guarantee;

· with respect to collateral held by the Issuer, upon the release or discharge of the Issuer’s obligations under the Notes pursuant to the indenture governing the Notes;

· in respect of any collateral securing first-priority obligations, upon the release of the security interests securing such collateral, other than in connection with a discharge of such obligations; and

· pursuant to the First Lien/Second Lien Intercreditor Agreement with respect to enforcement actions by the holders of the first-priority obligations.

The guarantee of a Subsidiary guarantor will be automatically released to the extent it is released in connection with a sale or other disposition of such Subsidiary guarantor in a transaction not prohibited by the indenture governing the Notes. The indenture also permits us to designate one or more of our restricted Subsidiaries that is a guarantor of the Notes as an unrestricted Subsidiary, which will result in the guarantee of such Subsidiary

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guarantor being automatically released. If we designate a Subsidiary guarantor as an unrestricted Subsidiary for purposes of the indenture governing the Notes, all of the liens on any collateral owned by such Subsidiary or any of its Subsidiaries and any guarantees of the Notes by such Subsidiary will be released under the indenture governing the Notes but not necessarily under the Applicable First Priority Agreement and the aggregate value of the collateral securing the Notes will be reduced. In addition, the creditors of the unrestricted Subsidiary and its Subsidiaries will have a claim on the assets of such unrestricted Subsidiary and its Subsidiaries that is senior to the claim of the holders of the Notes.

We will, in most cases, have control over the collateral, and the sale of particular assets by us could reduce the pool of assets securing the Notes and the guarantees

The collateral documents for the Notes will allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the collateral securing the Notes and the related guarantees.

If we become the subject of a bankruptcy proceeding, bankruptcy laws may limit your ability to realize value from the collateral

The right of the collateral agent for the Notes to foreclose upon, repossess, and dispose of the collateral upon the occurrence of an event of default under the indenture governing the Notes is likely to be significantly impaired (or at a minimum delayed) by applicable bankruptcy law if a bankruptcy case were to be commenced by or against the Issuer or a Subsidiary guarantor before the collateral agent for the Notes repossessed and disposed of the collateral. Upon the commencement of a case under the Bankruptcy Code, a secured creditor such as the collateral agent for the Notes is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security previously repossessed from such debtor, without prior bankruptcy court approval, which may not be given. Moreover, the Bankruptcy Code permits the debtor to continue to retain and use cash and other collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in the collateral as of the commencement of the bankruptcy case and may include cash payments or the granting of additional or replacement security if and at such times as the bankruptcy court in its discretion determines that the value of the secured creditor’s interest in the collateral is declining during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor may not require compensation for a diminution in the value of its collateral if the value of the collateral exceeds the debt it secures.

In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary power of a bankruptcy court, it is impossible to predict:

· whether or when payments under the Notes could be made following the commencement of a bankruptcy case by the Issuer or a Subsidiary guarantor, or the length of any delay in making such payments;

· whether or when the collateral agent for the Notes could or would repossess or dispose of the collateral;

· the value of the collateral at the time of the bankruptcy petition; or

· whether or to what extent holders of the Notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection.”

Any disposition of the collateral during a bankruptcy case would also require permission from the bankruptcy court (which may not be given). Furthermore, in the event a bankruptcy court determines the value of the collateral is not sufficient to repay all amounts due on debt which is to be paid first out of the proceeds of the collateral, the holders of the Notes would hold a secured claim only to the extent of the value of the collateral to which the holders of the Notes are entitled and an unsecured claim with respect to any shortfall. The Bankruptcy Code only permits the payment and accrual of post-petition interest, costs, expenses and attorneys’ fees or “adequate protection” to a secured creditor during a debtor’s bankruptcy case to the extent the value of its collateral is determined by the bankruptcy court to exceed the aggregate outstanding principal amount of the obligations secured by the collateral.

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Also, the First Lien/Second Lien Intercreditor Agreement will provide that, in the event of a bankruptcy by the Issuer or a Subsidiary guarantor, the holders of the Notes will be subject to certain restrictions with respect to their ability to object to a number of important matters or to take other actions following the filing of a bankruptcy petition with respect to the collateral prior to the discharge of the obligations under the Applicable First Priority Agreement. In particular, the First Lien/Second Lien Intercreditor Agreement will impose certain limitations on the holders of the Notes with respect to their rights to seek adequate protection with respect to the liens on the collateral, to object to proposed debtor-in-possession financing or the use of cash collateral that has been consented to by the lenders under the Applicable First Priority Agreement, or to raise certain objections to any sale of the collateral that has been consented to by the lenders under the Applicable First Priority Agreement.

Delivery of security interests in collateral or any guarantees after the issue date of the Notes increases the risk that such security interests or guarantees could be avoidable in bankruptcy

Certain collateral, including real property and after-acquired property, will be secured after the issue date of the Notes, and certain guarantees may be granted after the issue date of the Notes. If the grantor of such security interest or such Subsidiary guarantor were to become subject to a bankruptcy case after the issue date of the Notes, any security interest in collateral, or any guarantees delivered after the issue date of the Notes would face a greater risk than security interests or guarantees in place on the issue date of the Notes of being avoided by the pledgor or guarantor (as debtor in possession) or by its trustee in bankruptcy or potentially by other creditors as a preference under bankruptcy law if certain events or circumstances exist or occur.

Specifically, security interests or guarantees issued after the issue date of the Notes may be treated under bankruptcy law as if they were delivered to secure or guarantee previously existing indebtedness. Any future pledge of collateral or future issuance of a guarantee in favor of the holders of the Notes, including pursuant to security documents or guarantees delivered in connection therewith after the date the Notes are issued, may be avoidable as a preference if, among other circumstances, (i) the pledgor or guarantor is insolvent at the time of the pledge or the issuance of the guarantee, (ii) the pledge or the issuance of the guarantee permits the holders of the Notes to receive a greater recovery in a hypothetical Chapter 7 case than if the pledge or guarantee had not been given, and (iii) a bankruptcy case in respect of the pledgor or guarantor is commenced within 90 days following the pledge or the perfection thereof or the issuance of the guarantee (as applicable), or, in certain circumstances, a longer period. Accordingly, if we or any guarantor were to file for bankruptcy protection after the issue date of the Notes and (1) any liens granted after the issue date of the Notes had been perfected, or (2) any guarantees issued after the issue date of the Notes had been issued, less than 90 days before commencement of such bankruptcy case, such liens or guarantees are more likely to be avoided as a preference by the bankruptcy court than if delivered and promptly recorded on the issue date of the Notes. To the extent that the grant of any such security interest and/or guarantee is avoided as a preference or otherwise, you would lose the benefit of the security interest and/or guarantee (as applicable).

In the event of a bankruptcy of the Issuer or any of the Subsidiary guarantors, holders of the Notes may be deemed to have an unsecured claim to the extent that the Issuer’s obligations in respect of the Notes exceed the fair market value of the collateral and the related guarantees

In any bankruptcy proceeding with respect to the Issuer or any of the Subsidiary guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the collateral with respect to the Notes on the date of the bankruptcy filing was less than the then-current principal amount of the Notes (including after taking into account any obligations under the Credit Facility with respect to the collateral). Upon a finding by the bankruptcy court that the Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. In such event, the secured claims of the holders of the Notes would be limited to the value of the collateral.

The consequences of a finding of under-collateralization would include, among other things, a lack of entitlement on the part of the holders of the Notes to receive post-petition interest, fees, and expenses and a lack of entitlement on the part of the unsecured portion of the Notes to receive “adequate protection” under federal bankruptcy laws, as discussed above. In addition, if any payments of post-petition interest had been made at the time

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FS INVESTMENT CORPORATION II, a corporation existing under the laws of Maryland,

COBBS CREEK LLC, a limited liability company existing under the laws of Delaware,

JUNIATA RIVER LLC, a limited liability company existing under the laws of Delaware, RACE STREET FUNDING LLC, a limited liability company existing under the laws of Delaware

- and —

BLACKSTONE / GSO STRATEGIC CREDIT FUND, a statutory trust existing under the laws of Delaware

(collectively, “GSO Sponsors”, and, together with Mood and Apollo Sponsor, the “Transaction Parties”)

RECITALS:

WHEREAS, in connection with an arrangement agreement dated the date hereof (the “Arrangement Agreement”), the Company, Apollo Sponsor and GSO Sponsors are proposing a statutory plan of arrangement (the “Arrangement”) under the provisions of the Canada Business Corporations Act pursuant to which, among other things: (i) all of the issued and outstanding common shares (the “Common Shares”) of the Company will be acquired, redeemed and cancelled by the Company for C$0.17 in cash per share; (ii) all of the 9.25% senior unsecured notes due 2020 (the “Company Notes” and, together with the Common Shares, the “Securities”) of the Company will be exchanged for consideration consisting of (a) if the holder of a Company Note is a Participating Noteholder (as defined in the Plan of Arrangement), (1) US$500 principal amount of newly-issued second lien notes issued by the Company, and (2) 175 new common shares of the Company, per US$1,000 aggregate principal amount of Company Notes, or (b) if the holder of a Company Note is not a Participating Noteholder (as defined in the Plan of Arrangement), (1) $500 principal amount of newly-issued second lien notes issued by the Company and (2) 150 new common shares of the Company, per $1,000 principal amount of Company Notes, subject to the terms and conditions set forth in the Arrangement Agreement; and (iii) all holders of Company Notes that are Participating Noteholders (as defined in the Plan of Arrangement) will effectively receive 1,250 new common shares of the Company per US$1,000 of new equity capital contributed, which will be comprised of 568 new common shares of the Company delivered as consideration for their new equity contribution and 682 new common shares of the Company delivered as additional consideration under the Arrangement for their Company Notes.

WHEREAS, the Securityholder has the legal authority to exercise control and direction over and dispose of or is the beneficial owner, directly or indirectly, of the Subject Securities as set forth in Schedule A hereto;

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WHEREAS, subject to the terms and upon the conditions set forth herein, (a) contemporaneously with the completion of the Arrangement, the Securityholder wishes to subscribe for 4,627,352 New Common Shares (the “Subscription Shares”) and (b) immediately following the Continuance and Domestication, the Company intends to issue to the Securityholder, 1,028,300 shares of common stock, par value $0.01, of the Company in consideration for the agreement by the Securityholder to subscribe for the Subscription Shares; and

WHEREAS, this Agreement sets out the terms and conditions of the agreement of the Securityholder to abide by the covenants in respect of the Subject Securities and the other restrictions and covenants set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Arrangement Agreement. In this Agreement, including the recitals:

“affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person;

“Arrangement Agreement” means the arrangement agreement dated as of the date hereof among the Company, Apollo Sponsor and GSO Sponsors, a copy of which has been provided to the Securityholder;

“control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise;

“Notice” has the meaning ascribed thereto in Section 5.8;

“Parties” means the Securityholder, the Company, Apollo Sponsor, and GSO Sponsors and “Party” means any one of them.

“Subject Securities” means: (i) the Common Shares listed on Schedule A and any Common Shares acquired directly or indirectly by the Securityholder or any of its affiliates subsequent to the date hereof; and (ii) the Company Notes listed on Schedule A and any Company Notes acquired directly or indirectly by the Securityholder or any of its affiliates subsequent to the date hereof, and includes all securities into or for which such Subject Securities may be converted, exchanged or otherwise changed into and any

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Common Shares in respect of which voting is or may become subsequent to the date hereof, directly or indirectly, controlled or directed, by the Securityholder or any of its affiliates; and

“Subscription” means the Securityholder’s subscription for the Subscription Shares pursuant to Section 4.1.

“Subscription Closing” means the completion of the Subscription.

1.2 Gender and Number

Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

1.3 Currency

All references to “C$” are references to Canadian dollars and all references to “US$” are references to United States dollars.

1.4 Headings.

The division of this Agreement into Articles, Sections and Schedules and the insertion of the recitals and headings are for convenient reference only and do not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement or in the Schedules hereto to Articles, Sections and Schedules refer to Articles, Sections and Schedules of and to this Agreement or of the Schedules in which such reference is made, as applicable.

1.5 Date for any Action

A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m., local time, in Toronto, Ontario, Canada on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. local time, in Toronto, Ontario, Canada on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

1.6 Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of the Province of Ontario and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

1.7 Incorporation of Schedules

Schedule A hereto, for all purposes hereof, forms an integral part of this Agreement.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Securityholder

The Securityholder represents and warrants to the Transaction Parties (and acknowledges that the Transaction Parties are relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) the matters set out below:

(a) The Securityholder, if not a natural person, is a corporation or other entity validly existing under the laws of the jurisdiction of its incorporation.

(b) The Securityholder has the requisite power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(c) The Securityholder exercises control or direction over, and at the Effective Time and at all times between the date hereof and the Effective Time, the Securityholder will control or direct, all of the Subject Securities set forth opposite its name in Schedule A. Other than the Subject Securities, neither the Securityholder nor any of its affiliates, beneficially owns, or exercises control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its affiliates.

(d) The Securityholder is, and immediately prior to the completion of the Arrangement will be, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens.

(e) The Securityholder has, and immediately prior to the completion of the Arrangement the Securityholder will continue to have, the sole right to sell and vote or direct the sale and voting (as applicable) of the Subject Securities set forth opposite its name in Schedule A.

(f) No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto.

(g) No consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Securityholder, any affiliate of the Securityholder or any beneficial owner of the Subject Securities in connection

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with the execution and delivery of this Agreement by the Securityholder and the performance by the Securityholder of its obligations under this Agreement, other than those which are contemplated by the Arrangement Agreement.

(h) There are no claims, actions, suits, audits, proceedings, investigations or other actions pending against or, to the knowledge of the Securityholder, threatened against or affecting the Securityholder, any affiliate of the Securityholder, the beneficial or registered owner of any of the Subject Securities or any of their properties that, individually or in the aggregate, could reasonably be expected to have an adverse effect on the Securityholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement.

(i) None of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except pursuant to this Agreement.

(j) None of the execution and delivery by the Securityholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating document of the Securityholder, any affiliate of the Securityholder or any beneficial owner of the Subject Securities; (ii) any contract to which the Securityholder, any affiliate of the Securityholder or any beneficial owner of the Subject Securities is a party or by which the Securityholder, any affiliate of the Securityholder or any beneficial owner of the Subject Securities is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any Law.

(k) The Subscription Shares and the Commitment Consideration Shares (as defined below) will be acquired by the Securityholder for investment only for the Securityholder’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof in violation of applicable U.S. federal or state or foreign securities laws. The Securityholder has no current intention of selling, granting participation in or otherwise distributing the Subscription Shares or the Commitment Consideration Shares in violation of applicable U.S. federal or state or foreign securities laws.

(l) The Securityholder understands and acknowledges that the Subscription Shares and the Commitment Consideration Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act of 1933 (the “Securities Act”), the offer and sale of the Subscription Shares and the Commitment Consideration Shares has not been registered or otherwise qualified for sale under the Securities Act or any applicable U.S. state or Canadian securities laws, and that the Subscription Shares will be issued in reliance on an exemption from registration and the prospectus requirements of Canadian securities laws.

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(m) The Securityholder understands and acknowledges that if in the future it decides to resell, pledge or otherwise transfer any Subscription Shares and/or Commitment Consideration Shares that it purchases or otherwise acquires, those Subscription Shares and/or Commitment Consideration Shares, absent an effective registration statement under the Securities Act, may be resold, pledged or transferred only pursuant to an applicable exemption from registration under the Securities Act in accordance with any applicable securities laws of the states and other jurisdictions of the United States, as set forth in the legend to be included on the Subscription Shares and the Commitment Consideration Shares, as applicable.

(n) The Securityholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Securityholder’s investment. The Securityholder is a sophisticated investor, has relied upon independent investigations made by the Securityholder and the Securityholder’s representatives, including the Securityholder’s professional, tax and other advisors, and is making an independent decision to invest in the Subscription Shares and the Commitment Consideration Shares. The Securityholder has been furnished with such documents, materials and information that the Securityholder deems necessary or appropriate for evaluating an investment in the Company. The Securityholder acknowledges that none of the Transaction Parties has given any assurances with respect to the tax consequences of the acquisition, ownership and disposition of the Subscription Shares and the Commitment Consideration Shares.

(o) The Securityholder has had, prior to its purchase of the Subscription Shares and the Commitment Consideration Shares, the opportunity to ask questions of, and receive answers from, the Transaction Parties concerning the terms and conditions of the transactions contemplated hereby and the Securityholder’s investment in the Subscription Shares and the Commitment Consideration Shares and to obtain such additional documents and additional information necessary to evaluate the merits and risks of an investment in the Subscription Shares and the Commitment Consideration Shares and verify the accuracy of any information furnished to the Securityholder.

(p) The Securityholder is able to bear the economic risk of its investment in the Subscription Shares and the Commitment Consideration Shares for an indefinite period of time and understands that there are substantial restrictions on the transferability of the Subscription Shares and the Commitment Consideration Shares and that on the date of the Subscription Closing and for an indefinite period thereafter there will be no public market for the Subscription Shares. In addition, the Securityholder understands that there will be substantial restrictions on the transferability of the Subscription Shares and that a restrictive legend or legends will be placed on the certificates representing the Subscription Shares and the Commitment Consideration Shares.

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(q) The Securityholder is (i) an “accredited investor” as such term is defined in Rule 501 of the Securities Act, and (ii) an “accredited investor” as such term is defined in Section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions. The information provided by the Securityholder herein and in Exhibit A is complete and accurate as of the date hereof and will be reaffirmed of the date of the Subscription Closing, and may be relied upon by the Company and its affiliates and professional advisers.

(r) The Securityholder will acquire the Subscription Shares and the Commitment Consideration Shares, for investment purposes only and not to distribute or resell such Subscription Shares and/or Commitment Consideration Shares in whole or in part.

(s) The Securityholder is not entering into this Agreement as a result of or subsequent to (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet, or (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(t) The Securityholder, on behalf of itself and any direct or indirect owner of its interests, represents that as of the date hereof, neither it nor any of its beneficial owners is subject to a “Bad Actor” disqualification event described in Rule 506(d)(1)(i) - (viii) of the Securities Act, whether prior to, on or after September 23, 2013.

(u) The Securityholder is in compliance with all applicable anti-money laundering laws, rules, regulations and policies.

2.2 Representations and Warranties of the Transaction Parties

Each of the Transaction Parties severally, and not jointly or jointly and severally, represents and warrants to the Securityholder (and acknowledges that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby) the matters set out below:

(a) Such Transaction Party is duly formed and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by such Transaction Party and constitutes a legal, valid and binding agreement of such Transaction Party enforceable against such Transaction Party in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(b) None of the execution and delivery by such Transaction Party of this Agreement or the compliance by such Transaction Party with its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a

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default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any constating documents of such Transaction Party; (ii) any contract to which such Transaction Party is a party or by which such Transaction Party is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any Law.

(c) No material consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by such Transaction Party in connection with the execution and delivery of this Agreement, the performance by it of its obligations under this Agreement and the consummation by such Transaction Party of the Arrangement, other than those which are contemplated by the Arrangement Agreement.

2.3 Additional Representations and Warranties of Mood

In addition to the representations and warranties set out in Section 2.2, the Company represents and warrants to the Securityholder (and acknowledges that the Securityholder is relying on these representations and warranties in completing the transactions contemplated hereby and by the Arrangement Agreement) that, upon completion of the Subscription, all of the Subscription Shares and Commitment Consideration Shares will be duly authorized for issuance, validly issued, fully paid and non-assessable.

ARTICLE 3

COVENANTS

3.1 Covenants of the Securityholder

(a) The Securityholder hereby covenants with the Transaction Parties that from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder will not, and the Securityholder will ensure that no beneficial owner of the Subject Securities will:

(i) without having first obtained the prior written consent of the Apollo Sponsor and the GSO Sponsors, sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, option or otherwise dispose of any right or interest in any of the Subject Securities or enter into any agreement, arrangement, commitment or understanding in connection therewith, other than pursuant to the Arrangement;

(ii) other than as set forth herein, grant or agree to grant any proxies or powers of attorney, deliver any voting instruction form, deposit any Subject Securities into a voting trust or pooling agreement, or enter into a voting agreement, commitment, understanding or arrangement, oral or written, with respect to the voting of any Subject Securities; or

(iii) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution.

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(b) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) all the Subject Securities listed opposite its name on Schedule A hereto:

(i) at any meeting of any of the securityholders of the Company at which the Securityholder or any beneficial owner of Subject Securities is entitled to vote, including the Company Meetings; and

(ii) in any action by written consent of the securityholders of the Company,

in favour of the approval, consent, ratification and adoption of the Arrangement Resolutions and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement) including in favour of all matters recommended by management of the Company which are necessary to implement the Arrangement. In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby agrees to deposit and to cause any beneficial owners of Subject Securities to deposit a proxy, or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities as soon as practicable following the mailing of the Company Circular and in any event at least 10 calendar days prior to the Company Meetings and as far in advance as practicable of every adjournment or postponement thereof, voting all the Subject Securities in favour of the Arrangement Resolutions and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement) including in favour of all matters recommended by management of the Company which are necessary to implement the Arrangement. The Securityholder hereby agrees that it will not take, or permit any Person on its behalf to take, any action to withdraw, amend or invalidate any proxy or voting instruction form deposited pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Securityholder might have unless this Agreement has at such time been previously terminated in accordance with Section 5.1. The Securityholder will provide copies of each such proxy or voting instruction form referred to above to the Company at the address below concurrently with its delivery as provided for above.

(c) The Securityholder hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement and the Securityholder agrees not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement.

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(d) The Securityholder hereby covenants, undertakes and agrees from time to time, until the Expiry Time, to cause to be counted as present for purposes of establishing quorum and to vote (or cause to be voted) the Subject Securities against any proposed action: (i) in respect of any Acquisition Proposal or other merger, take-over bid, amalgamation, plan of arrangement, business combination, reorganization, recapitalization, dissolution, liquidation, winding up or similar transaction involving the Company or any Subsidiary of the Company, other than the Arrangement; (ii) which would reasonably be regarded as being directed towards or likely to prevent, delay or reduce the likelihood of the successful completion of the Arrangement, including without limitation any amendment to the articles or by-laws of the Company or any of its Subsidiaries or their respective corporate structures or capitalization; or (iii) any action or agreement that would result in a breach of any representation, warranty, covenant or other obligation of the Company under the Arrangement Agreement if such breach requires securityholder approval.

(e) Until the Expiry Time, the Securityholder will not, and will ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, representative or agent or otherwise:

(i) solicit proxies or become a participant in a solicitation in opposition to or competition with the Transaction Parties in connection with the Arrangement;

(ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Transaction Parties in connection with the Arrangement;

(iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the Transaction Parties in connection with the Arrangement; or

(iv) cooperate in any way with, assist or participate in, knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

(f) The Securityholder will not, and the Securityholder will ensure that no beneficial owner of Subject Securities will, (i) exercise any dissent rights in respect of the Arrangement; or (ii) take any other action of any kind that would reasonably be regarded as likely to adversely affect, reduce the success of, materially delay or interfere with the completion of the Arrangement or the transactions contemplated by the Arrangement Agreement.

(g) At the request of the Company, the Securityholder will, and will cause its applicable affiliates to, use all commercially reasonable efforts in its capacity, and their capacities, as a Securityholder to assist the Company to successfully complete the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement.

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(h) The Securityholder hereby consents to:

(i) details of this Agreement being set out in any press release, information circular, including the Company Circular, and court documents produced by the Company in connection with the transactions contemplated by this Agreement and the Arrangement Agreement provided, that the Securityholder and its legal counsel shall be given a reasonable opportunity to review and comment on the drafts of such documents and shall give reasonable consideration to any comments made by the Securityholder; and

(ii) if required by Law, this Agreement being made publicly available, including by filing on the System for Electronic Document Analysis and Retrieval (SEDAR) operated on behalf of the Securities Authorities.

(i) Except as required by Law or applicable stock exchange requirements, the Securityholder will not, and will ensure that its affiliates do not, make any public announcement or statements with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of the Company.

ARTICLE 4

SUBSCRIPTION

4.1 Subscription for Subscription Shares

Subject to Section 4.3, the Securityholder hereby subscribes for and agrees to purchase the Subscription Shares for an aggregate purchase price of C$5,460,968.48 (the “Aggregate Purchase Price”), and the Company hereby accepts such subscription and agrees to issue the Subscription Shares to the Securityholder, which subscription shall be settled in the manner set forth in Section 4.3.

4.2 Commitment Consideration

Subject to Section 4.3, the Company and the Securityholder hereby acknowledge and agree that, as consideration for the agreement by the Securityholder to subscribe for the Subscription Shares as contemplated by Section 4.1, immediately following the Continuance and Domestication, the Company shall issue to the Securityholder, 1,028,300 shares of common stock, par value $0.01, of the Company (“Commitment Consideration Shares”).

The Company covenants and agrees that (i) the Commitment Consideration Shares shall be owing as of the Subscription Closing and shall be satisfied immediately following the Continuance and Domestication; (ii) that the Commitment Consideration Shares shall not be refundable under any circumstance; and (iii) that the Commitment Consideration Shares shall be issued without setoff or recoupment and shall not be subject to defense or offset on account of any claim, defense or counterclaim. For the avoidance of doubt, if the Subscription Closing does not occur for any reason, the Company shall not be liable for, and shall have no obligation

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in respect of, the Commitment Consideration Shares, which shall only be issued upon, and subject to, the Subscription Closing.

4.3 Completion of Subscription

(a) The Securityholder’s obligation to complete the purchase the Subscription Shares, and the Company’s obligation to issue the Subscription Shares and the Commitment Consideration Shares to the Securityholder, is conditional upon the completion of the Arrangement.

(b) On the Effective Date:

(i) the Aggregate Purchase Price payable by the Securityholder shall be satisfied by way of offset against, on a dollar for dollar basis, the Share Cash-Out Consideration (as defined in the Plan of Arrangement) otherwise payable by the Company to the Securityholder pursuant to Section 3.3(9) of the Plan of Arrangement; and

(ii) the Company will deliver to the Securityholder one or more certificates registered in the Securityholder’s name representing the Subscription Shares and the Commitment Consideration Shares.

4.4 Information Rights

(a) On or prior to the Subscription Closing, the Company and the Securityholder shall use their reasonable efforts to negotiate and enter into an agreement pursuant to which the Company agrees, prior to a qualifying initial public offering, to provide or make available to the Securityholder:

(i) the most recent audited consolidated financial statements and financial information (including an income statement, balance sheet and statement of cash flows) of the Company; and

(ii) the most recent quarterly unaudited consolidated financial statements and financial information (including an income statement, balance sheet and statement of cash flows) of the Company;

provided, that the information and reports set forth in the immediately foregoing clauses (i) and (ii) (the “Information”) shall only be provided to the Securityholder if (1) the Information is then being provided or made available to at least one other stockholder of the Company (other than any affiliate of the Securityholder), (2) the Securityholder then owns at least 1% of the New Common Shares outstanding as of immediately following the Subscription Closing and (3) the Securityholder enters into a customary confidentiality agreement or similar agreement or commitment.

(b) In the event the Company and the Securityholder are unable to negotiate and enter into an agreement containing the rights set forth in Section 4.4(a) on or

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prior to the Subscription Closing, Section 4.4(a) shall be deemed as and from the Subscription Closing to be amended so that the words preceding “the company agrees” in such Section 4.4(a) are deleted.

ARTICLE 5

GENERAL

5.1 Termination

This Agreement will terminate and be of no further force or effect upon the earliest to occur of:

(a) the mutual agreement in writing of the Parties;

(b) written notice by the Securityholder to the Transaction Parties if:

(i) subject to Section 5.3, any representation or warranty of any Transaction Party under this Agreement is untrue or incorrect in any material respect;

(ii) without the prior written consent of the Securityholder, there is any decrease or change in the form or amount of, if the Securityholder holds Common Shares, the Share Cash-Out Consideration, or, if the Securityholder holds Company Notes, the Note Consideration set out in the Arrangement Agreement; or

(iii) subject to Section 5.3, any Transaction Party has not complied in any material respect with any of its covenants or obligations contained herein including the Company’s obligation to issue the Subscription Shares and the Commitment Consideration Shares;

provided that at the time of such termination, the Securityholder is not in material default in the performance of its obligations under this Agreement;

(i) subject to Section 5.3, any representation or warranty of the Securityholder under this Agreement is untrue or incorrect in any material respect; or

(ii) the Securityholder has not complied in any material respect with their covenants contained herein;

provided that at the time of such termination, the Company is not in material default in the performance of its obligations under this Agreement;

(d) the completion of the Arrangement;

(e) the termination of the Arrangement Agreement in accordance with its terms; and

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(f) the Outside Date.

5.2 Time of the Essence

Time is of the essence in this Agreement.

5.3 Notice and Cure Provisions

(a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by another Party pursuant to Sections 5.1(b) or 5.1(c). Notification provided under this Section 5.3 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto).

(b) The Securityholder may not exercise its right to terminate this Agreement pursuant to Sections 5.1(b)(i) or 5.1(b)(iii) and the Company may not exercise its right to terminate this Agreement pursuant to Section 5.1(c) unless the Party seeking to terminate the Agreement delivers a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right. Provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (a) two Business Days prior to the Company Meetings; and (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date.

5.4 Effect of Termination

If this Agreement is terminated in accordance with the provisions of Section 5.1, no Party will have any further liability to perform its obligations under this Agreement except as expressly contemplated by this Agreement, and provided that neither the termination of this Agreement nor anything contained in Section 5.1 will relieve any Party from any liability for any breach by it of this Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.

5.5 Equitable Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

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5.6 Waiver; Amendment

Each Party hereto agrees and confirms that any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all of the Parties or in the case of a waiver, by the Party against whom the waiver is to be effective. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. No waiver of any of the provisions of this Agreement will be deemed to constitute a waiver of any other provision (whether or not similar).

5.7 Entire Agreement

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect thereto.

5.8 Notices

Any notice, direction or other communication given pursuant to this Agreement (each a “Notice”) must be in writing, sent by hand delivery, courier or email and is deemed to be given and received: (i) on the date of delivery by hand or courier if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt), and otherwise on the next Business Day; or (ii) if sent by email (where the sender receives an email from the recipient acknowledging receipt, provided a “read receipt” does not constitute acknowledgment of an email) on the date of transmission if it is a Business Day and transmission was made prior to 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, in each case to the Parties at the following addresses (or such other address for a Party as specified by like Notice):


(a)	to the Company at:

	Mood Media Corporation
	1703 W. 5th St., Suite 600
	Austin, Texas, USA
	78703
	Attention:	Steve Richards, President and Chief Executive Officer
	Email:	steve.richards@moodmedia.com

	with a copy to:

	Stikeman Elliott LLP
	5300 Commerce Court West
	199 Bay Street
	Toronto, Ontario, Canada
	M5L 1B9

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	Attention:	Jeffrey M. Singer / J.R. Laffin
	Email:	jsinger@stikeman.com / jrlaffin@stikeman.com

(b)	if to Apollo Sponsor:

	Apollo Mixtape Holdings, L.P.
	c/o Apollo Global Management, LLC
	9 West 57th Street, 43rd Floor
	New York, NY 10019
	Attention: David Sambur / John Suydam
	Email: sambur@apollolp.com /jsuydam@apollolp.com

	with a copy to:

	Goodmans LLP
	333 Bay Street, Suite 3400
	Toronto, Ontario, Canada
	M5H 2S7
	Attention:	Michael Partridge / Brendan O’Neill
	Email:	mpartridge@goodmans.ca / boneill@goodmans.ca

	and

	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York, United States
	10019-6064
	Attention:	Ross A. Fieldston / Jeffrey D. Saferstein
	Email:	rfieldston@paulweiss.com / jsaferstein@paulweiss.com

(c)	if to GSO Sponsors:

	AP Mixtape Holdings, L.P.
	c/o Apollo Global Management, LLC
	9 West 57th Street
	43rd Floor
	New York, NY 10019
	Attention: David Sambur / John Suydam
	Email: sambur@apollolp.com /jsuydam@apollolp.com

	and

	FS Investment Corporation
	FS Investment Corporation II
	Cobbs Creek LLC
	Juniata River LLC
	Race Street Funding LLC
	Blackstone / GSO Strategic Credit Fund

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	c/o GSO / Blackstone Debt Funds Management LLC
	345 Park Avenue, 31st Floor
	New York, NY 10154
	Attention:		Eric Nadan
	Email:		eric.nadan@gsocap.com / gsovaluationsgroup@gsocap.com

	with a copy to:

	Goodmans LLP
	333 Bay Street, Suite 3400
	Toronto, Ontario, Canada
	M5H 2S7
	Attention:	Michael Partridge / Brendan O’Neill
	Email:	mpartridge@goodmans.ca / boneill@goodmans.ca

	and

	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	1285 Avenue of the Americas
	New York, New York, United States
	10019-6064
	Attention:		Ross A. Fieldston / Jeffrey D. Saferstein
	Email:		rfieldston@paulweiss.com / jsaferstein@paulweiss.com

	and

	Akin Gump Strauss Hauer & Feld LLP
	One Bryant Park
	Bank of America Tower
	New York, NY 10036-6745
	Attention:		Iain Wood
	Email:		iwood@akingump.com

(d)	if to the Securityholder, at the address set forth in Schedule A.

Rejection or other refusal to accept, inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Sending a copy of a Notice to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

5.9 Severability

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the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.10 Successors and Assigns

The provisions of this Agreement will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns, provided that no Party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other Parties.

5.11 Expenses

Upon the earlier of (a) the Subscription Closing and (b) the termination of this Agreement, the Company shall pay the reasonable documented out of pocket expenses of the Securityholder incurred in connection with the negotiation, preparation and execution of this Agreement up to a maximum of $25,000 (the “Maximum Expense Reimbursement Amount”). Except for the Company’s obligation to reimburse the Securityholder up to the Maximum Expense Reimbursement Amount upon the earlier of (a) the Subscription Closing and (b) the termination of this Agreement, each Party will pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement, provided that each Party (the “breaching party”) shall pay the fees and disbursements of legal counsel to another Party (the “non-breaching party”) to the extent related to any Proceedings brought or legal advice sought by a non- breaching party to enforce this Agreement as a result of a breach of any provision of this Agreement by the breaching party.

5.12 Independent Legal Advice

Each of the Parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

5.13 Further Assurances

The Parties will, with reasonable diligence, do all things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party will provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Effective Time.

5.14 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed

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IN WITNESS OF WHICH the Parties have executed this Agreement.

FS INVESTMENT CORPORATION
FS INVESTMENT CORPORATION II

By:	GSO / Blackstone Debt Funds Management LLC, as sub-adviser

COBBS CREEK LLC
JUNIATA RIVER LLC

By:	FS Investment Corporation II
	as sole member

By:	GSO / Blackstone Debt Funds Management LLC, as sub-adviser

RACE STREET FUNDING LLC

By:	FS Investment Corporation as sole member

By:	GSO / Blackstone Debt Funds Management LLC, as sub-adviser

BLACKSTONE / GSO STRATEGIC CREDIT FUND

By:		GSO / Blackstone Debt Funds Management LLC, as sub-adviser


By:		(signed) “Marisa Beeney”
		Name:	Marisa Beeney
		Title:	Authorized Signatory

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SECURITYHOLDER:	Accepted and agreed to with effect from the 12th day of April, 2017.

	ARBITER PARTNERS QP LP

	By:		Arbiter Partners Capital Management, LLC,
	its Manager


	By:		(signed) “Ross Levin”
	Name:			Ross Levin
	Title:			Director of Research


	ISAAC BROTHERS, LLC


	By:	(signed) “Paul J. Issac”
	Name:			Paul J. Isaac
	Title:			Manager


	NANA ASSOCIATES LLC


	By:	(signed) “Paul J. Issac”
	Name:			Paul J. Isaac
	Title:			Manager

	75 PROSPECT PARTNERS LLC


	By:	(signed) “Paul J. Issac”
	Name:			Paul J. Isaac
	Title:			Manager

	MARJORIE S. ISAAC REVOCABLE TRUST UNDER AGREEMENT DATED JANUARY 26, 2012, AS AMENDED


	(signed) “Paul J. Issac”
	By:	Paul J. Isaac, trustee

[Remainder of page intentionally left blank; additional signature page follows]

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Exhibit A

THIS FORM MUST BE COMPLETED BY THE SECURITYHOLDER

1. The Securityholder is an entity—i.e., a corporation, partnership, limited liability company or other entity (other than a trust)—and:

a. The Securityholder is a corporation, partnership, limited liability company, a Massachusetts or similar business trust, or an organization described in Section 501(c)(3) of the Code, in each case not formed for the specific purpose of acquiring the interests and with total assets in excess of $5,000,000; initials

b. The Securityholder is one of the following institutional investors as described in Rule 501(a) adopted by the SEC under the Securities Act:

· A “bank” (as defined in Section 3(a)(2) of the Securities Act) or a “savings and loan association” (as defined in Section 3(a)(5)(A) of the Securities Act), whether acting in its individual or fiduciary capacity; initials

· A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); initials

· An “insurance company” (as defined in Section 2(13) of the Securities Act); initials

· An investment company registered under the Investment Company Act or a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act); initials

· A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; initials

· A “private business development company” (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended); initials

· An employee benefit plan within the meaning of Title I of ERISA, and (a) the investment decision to purchase the interests was made by a “plan fiduciary” (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment adviser, or (b) such plan has total assets in excess of $5,000,000, or (c) such plan is a self-directed plan with investment decisions made solely by persons, each of whom individually satisfies the net worth or income standards for individuals set forth in Question 3 below. NOTE: To the extent that reliance is placed on clause (c), each person referred to in clause (c) must complete a copy of Exhibit B, initialing next to each response, and submit such copy to the Company. If necessary, please request additional copies of this questionnaire from the Company; initials

I-A-27

· A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees with total assets in excess of $5,000,000; initials

c. Each shareholder, partner, member or other equity owner of the Securityholder, as the case may be, satisfies the net worth or income standards for individuals set forth in clauses (a), (b) or (c) of Question 3 below or the standards for entities set forth in clauses (a) or (b) of this Question 1. NOTE: If the Securityholder initials this box 2c, each equity owner of the Securityholder’s securities must complete a copy of Exhibit B, initialing next to each response, and submit such copy to the Company. If necessary, please request additional copies of the questionnaire from the Company; initials

2. The Securityholder is a trust and the trust has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the interest, and the purchase of the interest is being directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the purchase of the interest; initials

3. The Securityholder is an individual and:

a. Had an individual annual income(2) in each of the two most recent years in excess of $200,000, and reasonably expects to have an individual annual income in the current year in excess of $200,000; initials

b. Had, together with the Securityholder’s spouse, joint annual income in excess of $300,000 in each of the two most recent years, and reasonably expects their joint annual income in the current year to exceed $300,000; initials

c. Has an individual net worth or joint net worth with the Securityholder’s spouse in excess of $1,000,000 (for this purpose, excluding the value of the primary residence of the Securityholder or the Securityholder’s spouse);(3) initials

(2) For purposes of this questionnaire, a person’s income is the amount of such person’s individual adjusted gross income (as reported on a federal income tax return) increased by:

a. any deduction for depletion of natural resources (Section 611 and others of the Code);

b. any municipal bond interest (Section 103 of the Code); and

c. any losses or deductions allocated to such person as a limited partner in a partnership.

(3) The related amount of indebtedness secured by the primary residence up to its fair market value is also excluded from the calculation of individual net worth or joint net worth. Indebtedness secured by the primary residence in excess of its fair market value should be considered a liability and deducted from the Securityholder’s individual net worth or joint net worth.

I-A-28

Exhibit B

THIS FORM MUST BE COMPLETED BY EACH PERSON SPECIFIED IN QUESTION 1.B OR 1.C of EXHIBIT A, AS APPLICABLE

1.	Date:

2.	Name:

3.	The person named above is an individual and:

a. Had an individual annual income(4) in each of the two most recent years in excess of $200,000, and reasonably expects to have an individual annual income in the current year in excess of $200,000; initials

b. Had, together with the his/her spouse, joint annual income in excess of $300,000 in each of the two most recent years, and reasonably expects their joint annual income in the current year to exceed $300,000; initials

c. Has an individual net worth or joint net worth with the his/her spouse in excess of $1,000,000 (for this purpose, excluding the value of his/her primary residence or his/her spouse);(5) initials

(4) For purposes of this questionnaire, a person’s income is the amount of such person’s individual adjusted gross income (as reported on a federal income tax return) increased by:

a. any deduction for depletion of natural resources (Section 611 and others of the Code);

b. any municipal bond interest (Section 103 of the Code); and

c. any losses or deductions allocated to such person as a limited partner in a partnership.

(5) The related amount of indebtedness secured by the primary residence up to its fair market value is also excluded from the calculation of individual net worth or joint net worth. Indebtedness secured by the primary residence in excess of its fair market value should be considered a liability and deducted from the calculation of individual net worth or joint net worth.

I-B-29

ARTICLE 1

INTERPRETATION


Section 1.1	Defined Terms	J-2
Section 1.2	Certain Rules of Interpretation	J-20
Section 1.3	Schedules	J-22

	ARTICLE 2
	THE ARRANGEMENT

Section 2.1	Milestone Dates	J-22
Section 2.2	Arrangement	J-23
Section 2.3	Interim Order	J-23
Section 2.4	The Company Meetings	J-25
Section 2.5	The Company Circular	J-27
Section 2.6	Final Order	J-29
Section 2.7	Court Proceedings	J-29
Section 2.8	Company Options and Company DSUs	J-30
Section 2.9	Articles of Arrangement and Effective Date	J-31
Section 2.10	Deposits with the Depositary	J-31
Section 2.11	Withholding Taxes	J-32
Section 2.12	Company Employee Matters	J-32
Section 2.13	U.S. Securities Law Matters	J-33

	ARTICLE 3
	REPRESENTATIONS AND WARRANTIES

Section 3.1	Representations and Warranties of the Company	J-34
Section 3.2	Representations and Warranties of Apollo Sponsor	J-35
Section 3.3	Representations and Warranties of GSO Sponsors	J-36

	ARTICLE 4
	COVENANTS

Section 4.1	Conduct of Business of the Company	J-36
Section 4.2	Company Covenants Regarding the Arrangement	J-41
Section 4.3	Sponsor Covenants Regarding the Arrangement	J-44
Section 4.4	Regulatory Approvals	J-47
Section 4.5	Sponsor Financing Commitments	J-48
Section 4.6	Access to Information; Confidentiality	J-50
Section 4.7	Privacy Matters	J-51
Section 4.8	Public Communications	J-53
Section 4.9	Notice and Cure Provisions	J-53
Section 4.10	Insurance and Indemnification	J-54
Section 4.11	Company Director and Governance Matters	J-55
Section 4.12	Financing Matters	J-55
Section 4.13	MMGSA Note Matters	J-58

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Section 4.14	TSX Delisting and Reporting Issuer Status	J-59
Section 4.15	Pre-Acquisition Reorganization	J-59
Section 4.16	Continuance and Domestication	J-60
Section 4.17	Put Option Payment	J-60

	ARTICLE 5
	ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1	Non-Solicitation	J-61
Section 5.2	Notification of Acquisition Proposals	J-62
Section 5.3	Responding to an Acquisition Proposal	J-63
Section 5.4	Right to Match	J-64
Section 5.5	Breach by Subsidiaries and Representatives	J-66

	ARTICLE 6
	CONDITIONS TO SUPPORT OBLIGATIONS

Section 6.1	Conditions Precedent to Sponsors’ Support Obligations	J-66

	ARTICLE 7
	CONDITIONS TO THE ARRANGEMENT

Section 7.1	Mutual Conditions Precedent	J-67
Section 7.2	Additional Conditions Precedent to the Obligations of the Sponsors	J-68
Section 7.3	Additional Conditions Precedent to the Obligations of the Company	J-70
Section 7.4	Satisfaction of Conditions	J-70

	ARTICLE 8
	TERM AND TERMINATION

Section 8.1	Term	J-71
Section 8.2	Termination	J-71
Section 8.3	Effect of Termination/Survival	J-72

	ARTICLE 9
	GENERAL PROVISIONS

Section 9.1	Amendments	J-73
Section 9.2	Termination Fee	J-73
Section 9.3	Notices	J-75
Section 9.4	Several Liability; Acknowledgments	J-77
Section 9.5	Remedies; Injunctive Relief and Limitation of Liability	J-78
Section 9.6	Third-Party Beneficiaries	J-81
Section 9.7	Waiver	J-81
Section 9.8	Entire Agreement	J-82

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Section 9.9	Successors and Assigns	J-82
Section 9.10	Severability	J-82
Section 9.11	Governing Law and Process Agent	J-82
Section 9.12	Rules of Construction	J-83

Section 9.13	Paramountcy	J-83
Section 9.14	No Liability	J-84
Section 9.15	Language	J-84
Section 9.16	Counterparts	J-84
Section 9.17	Non-Recourse	J-84

ADDENDA

SCHEDULE A		PLAN OF ARRANGEMENT
SCHEDULE B		ARRANGEMENT SHAREHOLDER RESOLUTION
SCHEDULE C		ARRANGEMENT NOTEHOLDER RESOLUTION
SCHEDULE D		CONTINUANCE AND DOMESTICATION RESOLUTION
SCHEDULE E		COMPANY REPRESENTATIONS AND WARRANTIES
SCHEDULE F		APOLLO SPONSOR REPRESENTATIONS AND WARRANTIES
SCHEDULE G		GSO SPONSORS REPRESENTATIONS AND WARRANTIES
SCHEDULE H		SPONSORS REPRESENTATIONS AND WARRANTIES
SCHEDULE I		NEW COMPANY NOTES TERM SHEET
SCHEDULE J		GOVERNANCE TERM SHEET
SCHEDULE K		REGULATORY APPROVALS

J-iii

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms

As used in this Agreement, the following terms have the following meanings:

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons acting jointly or in concert within the meaning of National Instrument 62-104 — Take- Over Bids other than Apollo Sponsor, any GSO Sponsor, any Affiliate of Apollo Sponsor or any GSO Sponsor, and any Person acting jointly and in concert with Apollo Sponsor or any GSO Sponsor, after the entering into of this Agreement relating to: (a) any sale, disposition, alliance or joint venture (or any license, lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries or of 20% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (b) any take-over bid, tender offer, exchange offer, issuance of securities or other transaction that, if consummated, would result in such Person or group of Persons having beneficial ownership of 20% or more of any class of voting or equity securities of the Company; (c) any tender offer, debt exchange, refinancing proposal or other extraordinary transaction involving the Company Notes or the Credit Facility; (d) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the Company or any of its material Subsidiaries; or (e) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; provided, that (other than in the case of the definition of Apollo Related Party or GSO Related Party or Section 4.2(6), Section 9.2(2)(c) or Section 9.9(2)), in no event shall (a) Apollo Sponsor or any of its respective Subsidiaries or the GSO Sponsors or any of their respective Subsidiaries be considered an Affiliate of any portfolio company or investment fund managed, advised, or sub-advised by, or affiliated with AGM or GSO/BDFM, respectively, (b) any portfolio company or investment fund managed, advised, or sub-advised by, or affiliated with AGM or GSO/BDFM, be considered to be an Affiliate of Apollo Sponsor or any of its Subsidiaries or of the GSO Sponsors or any of their respective Subsidiaries, respectively, (c) the GSO Sponsors or any of their respective Subsidiaries be considered an Affiliate of The Blackstone Group L.P. or any of its

J-2

affiliates (other than the GSO Sponsors and any of their respective Subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM, or (d) The Blackstone Group L.P. or any of its affiliates (other than the GSO Sponsors and any of their respective Subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM, be considered to be an Affiliate of the GSO Sponsors or any of their respective Subsidiaries.

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company.

“Agreement” means this arrangement agreement.

“Alternate Debt Financing” has the meaning specified in Section 4.5(4).

“Ancillary Proceedings” has the meaning specified in Section 4.3(1)(d).

“Apollo Sponsor” has the meaning specified in the preamble.

“Apollo Confidentiality Agreement” means the non-disclosure agreement dated December 30, 2016 between the Company and Apollo Management VIII, L.P., as extended by (a) the extension agreement dated March 10, 2017 between the Company and Apollo Management VIII, L.P. and (b) the extension agreement dated March 30, 2017 between the Company and Apollo Management VIII, L.P.

“Apollo Equity Commitment Letter” has the meaning specified in Paragraph (1) of Schedule H.

“Apollo Equity Financing” has the meaning specified in Paragraph (1) of Schedule H.

“Apollo Guarantee” means the limited guarantee, dated as of the date hereof, from the Apollo Guarantors in favour of the Company pursuant to which, subject to the terms and conditions contained in the Apollo Guarantee, the Apollo Guarantors are guaranteeing certain obligations of Apollo Sponsor in connection with this Agreement.

“Apollo Guarantors” means the Guarantors (as defined in the Apollo Guarantee).

“Apollo Guarantor Pro Rata Share” means, with respect to each Apollo Guarantor, the “Pro Rata Percentage” set forth opposite the name of each such Apollo Guarantor in Exhibit A of the Apollo Guarantee.

“Apollo Related Party” means (a) Apollo Sponsor or the Apollo Guarantors; and (b) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than Apollo Sponsor or the Apollo Guarantors), members, managers, general or limited partners, stockholders and assignees of each of Apollo Sponsor and the Apollo Guarantors.

“Arbiter” means Arbiter Partners Capital Management, LLC

“Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms thereof and of this Agreement or

J-3

made at the direction of the Court in the Final Order with the prior written consent of the Company and the Sponsors, each acting reasonably.

“Arrangement Noteholder Resolution” means the resolution approving the Plan of Arrangement to be considered by the Company Noteholders at the Company Noteholder Meeting, substantially in the form of Schedule C and otherwise in a form satisfactory to the Company and the Sponsors, each acting reasonably.

“Arrangement Resolutions” means, collectively, the Arrangement Shareholder Resolution and the Arrangement Noteholder Resolution.

“Arrangement Shareholder Resolution” means the special resolution approving the Plan of Arrangement to be considered by the Company Shareholders at the Company Shareholder Meeting, substantially in the form of Schedule B and otherwise in a form satisfactory to the Company and the Sponsors, each acting reasonably.

“associate” has the meaning specified in the Securities Act (Ontario).

“Board” means the board of directors of the Company as constituted from time to time.

“Board Recommendation” has the meaning specified in Section 2.5(2).

“Breaching Party” has the meaning specified in Section 4.9(3).

“CBCA” means the Canada Business Corporations Act.

J-4

“CBCA Proceedings” means proceedings commenced by the Company under the CBCA for the purpose of implementing the Arrangement, as contemplated by this Agreement.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

“Change in Recommendation” has the meaning specified in Section 8.2(1)(d)(iii).

“Chapter 15 Proceedings” means proceeding commenced by the Company under chapter 15 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 in the U.S. Court for the purpose of obtaining the U.S. Recognition Order.

“Closing” has the meaning specified in Section 2.9(2).

“Code” means the United States Internal Revenue Code of 1986.

“Collective Agreements” means all collective bargaining agreements or union agreements currently applicable to the Company and/or any of its Subsidiaries and all related Contracts and other documents, including letters or memorandums of understanding, letters of intent or other written communications with bargaining agents for any Company Employee which impose any obligations upon the Company and/or any of its Subsidiaries.

“Commitment Letters” has the meaning specified in Paragraph (1) of Schedule H.

“Company” has the meaning specified in the preamble.

“Company 2017 CapEx Budget” means the Mood Global CapEx budget made available to the Sponsors in the Data Room.

“Company Assets” means all of the assets, properties, permits, rights or other privileges (whether contractual or otherwise) of the Company and its Subsidiaries.

“Company Circular” means the notice of the Company Shareholder Meeting, notice of the Company Noteholder Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Shareholder Meeting and Company Noteholders in connection with the Company Noteholder Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“Company Common Shares” means the common shares in the capital of the Company.

“Company Disclosure Letter” means the disclosure letter dated the date of this Agreement and delivered by the Company to the Sponsors with this Agreement.

“Company DSUs” means the outstanding deferred share units issued pursuant to the Company DSU Plan.

“Company DSU Plan” means the Company’s deferred share unit plan dated May 7, 2015.

J-5

“Company Employees” means the officers and employees of the Company and its Subsidiaries.

“Company Filings” means all documents publicly filed under the profile of the Company on SEDAR since December 31, 2015.

“Company Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Company or its Subsidiaries.

“Company IP Agreements” means all licenses and other Contracts (including any right to receive, obligation to pay or services associated with the payment of royalties or any other consideration by or on behalf of the Company or any of its Subsidiaries, and including all Content Licenses), relating to Intellectual Property to which the Company or a Subsidiary is a party, but excluding all (a) Content Licenses that do not constitute Material Content Licenses; (b) shrink-wrap, click-wrap, and similar licenses for commercially available off-the-shelf software; and (c) Contracts with the Company’s or its Subsidiaries’ customers entered into in the ordinary course of business, in each of (b) and (c), involving aggregate consideration of less than $25,000 per year.

“Company IP Registrations” means all Company Intellectual Property that is subject to any issuance registration, application or other filing by, to or with any Governmental Entity or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

“Company Leased Properties” has the meaning specified in Paragraph (22) of Schedule E.

“Company Meetings” means, collectively, the Company Shareholder Meeting and the Company Noteholder Meeting.

“Company Noteholder Meeting” means the meeting of Company Noteholders, including any adjournment or postponement of such meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Noteholder Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Sponsors, acting reasonably.

“Company Noteholders” means the holders of the Company Notes.

“Company Notes” means the $350,000,000 in aggregate principal amount of the Company’s 9.25% Senior Notes due 2020 issued pursuant to the Company Note Indenture.

“Company Note Indenture” means the indenture dated as of October 19, 2012 by and among the Company, the subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and BNY Trust Company of Canada, as trustee, as supplemented by that certain supplemental indenture dated as of January 9, 2013 by and among the Company, the guaranteeing subsidiaries and other subsidiary guarantors party thereto, The Bank of New York Mellon, as U.S. trustee and BNY Trust Company of Canada, as trustee.

“Company Optionholders” means the holders of Company Options.

J-6

“Company Options” means the outstanding options to purchase Company Common Shares issued pursuant to the Company Stock Option Plan.

“Company Related Party” means (a) the Company, its Subsidiaries and each of their respective Affiliates; and (b) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates.

“Company Shareholder Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Sponsors, acting reasonably.

“Company Shareholders” means the registered or beneficial holders of the Company Common Shares, as the context requires.

“Company Software” has the meaning specified in Paragraph (25)(h) of Schedule E.

“Company Stock Option Plan” means the Company’s share option plan effective June 19, 2008, as reapproved by the Company Shareholders on June 13, 2011 and May 13, 2014.

“Company Warrants” means the outstanding warrants of the Company issued pursuant to the Company Warrant Indenture.

“Compliance Programme” has the meaning specified in Section 4.6(5).

“Confidentiality Agreements” means: (a) the Apollo Confidentiality Agreement; and (b) the GSO Confidentiality Agreement.

“Constating Documents” means articles of incorporation, amalgamation, or continuance, as applicable, by-laws and all amendments to such articles or by-laws.

“Content Licenses” means a license or other Contract pursuant to which Content Rights are granted to the Company and/or its Subsidiaries.

“Content Rights” means all rights from each of the relevant copyright owners and licensors (including artists, performance rights organizations and societies, music publishers, publishing organizations and sound recording copyright holders) that are used in connection with the operation of the Company’s and its Subsidiaries’ business as currently conducted by the Company and its Subsidiaries in a given jurisdiction, including distribution, reproduction, synchronization, display and public performance rights, as applicable, in such jurisdiction.

J-7

“Continuance and Domestication” has the meaning specified in Section 4.16.

“Continuance and Domestication Resolution” means the special resolution approving the Continuance and Domestication to be considered by the Company Shareholders at the Company Shareholder Meeting, substantially in the form of Schedule D and otherwise in a form satisfactory to the Company and the Sponsors, each acting reasonably.

“Contract” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Court” means the Ontario Superior Court of Justice (Commercial List), or other court as applicable.

“Credit Facility” means the credit facility available under the Credit Agreement.

“Credit Facility Refinancing” means the refinancing and replacement of the Credit Facility on the terms and conditions set forth in the Debt Commitment Letter and otherwise acceptable to the Sponsors, acting reasonably and in a manner consistent in all material respects with the terms and conditions set forth in the Debt Commitment Letter.

“Data Room” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on April 12, 2017, the index of documents of which is appended to the Company Disclosure Letter.

“Debt Commitment Letter” has the meaning specified in Paragraph (1) of Schedule H.

“Debt Financing” has the meaning specified in Paragraph (1) of Schedule H.

J-8

Court or any other court in respect of any other Ancillary Proceedings, the Meeting Materials, the MMGSA Note Redemption Documents, the Voting Support Agreements, the New Company Note Indenture, any intercreditor agreement in respect of, and governing the relationships among holders of, material indebtedness of the Company and any documentation required to effect the exchange of the Company Notes and the Company Common Shares contemplated hereunder.

“Depositary” means Computershare Investor Services Inc., or such other Person as the Company may appoint to act as depositary for the Company Common Shares and Company Notes in relation to the Arrangement, with the approval of the Sponsors, acting reasonably.

“Director” means the Director appointed pursuant to section 260 of the CBCA. “Disclosing Party” has the meaning specified in Section 4.7(1).

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Employee Plans” means all health, welfare, employment, consulting, severance, termination, change in control, vacation, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, retention, incentive compensation, deferred compensation, share purchase, share or share-based compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements, whether written or oral, formal or informal, (i) under which any directors or former directors of the Company or any of its Subsidiaries, Company Employees or former Company Employees, has any present or future right to payments or benefits and which are maintained by or binding upon the Company or any of its Subsidiaries or (ii) in respect of which the Company or any of its Subsidiaries has any actual or potential liability, whether direct or indirect.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Environmental Law” means all Laws relating to pollution, protection of the environment and occupational health and safety, and to the release, production, labelling, release, use, storage, recycling, disposal, or transport of or, or exposure to, Hazardous Materials.

“Equity Financing” has the meaning specified in Paragraph (1) of Schedule H.

“Fee Letter” has the meaning specified in Paragraph (1) of Schedule H.

J-9

“Final Order” means the final order of the Court pursuant to section 192 of the CBCA in a form acceptable to the Company and the Sponsors, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (which amendment shall be acceptable to the Company and the Sponsors, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the Company and the Sponsors, each acting reasonably) on appeal.

“Financial Advisors” means Allen & Company LLC and Origin Merchant Partners.

“Financial Advisor Opinions” means: (a) the opinion of Allen & Company LLC to the effect that, as of the date of such opinion and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, the Share Cash-Out Consideration to be received by the Company Shareholders (other than Arbiter) pursuant to the Arrangement is fair, from a financial point of view, to such holders; and (b) the opinions of Origin Merchant Partners to the effect that, as of the date of such opinion and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein (i) the Arrangement is fair, from a financial point of view, to the Company; (ii) the Company Noteholders and the Company Shareholders would be in a better financial position, respectively, under the Arrangement than if the Company were liquidated; (iii) the Share Cash-Out Consideration to be received by the Company Shareholders (other than Arbiter) pursuant to the Arrangement is fair, from a financial point of view, to such holders; and (iv) the consideration to be received by Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective affiliated investment funds) pursuant to the Arrangement is fair, from a financial point of view, to such holders (fairness being determined on the basis that the value of the consideration to be received by Company Noteholders (other than the Apollo Sponsor, the GSO Sponsors and their respective affiliated investment funds) is greater than or equal to the value of the Company Notes held by such Company Noteholders pre-Arrangement).

“Financing” has the meaning specified in Paragraph (1) of Schedule H.

“GSO/BDFM” means GSO / Blackstone Debt Funds Management LLC, a Delaware limited liability company.

J-10

“GSO Confidentiality Agreement” means the non-disclosure agreement dated January 5, 2017 between the Company and GSO Capital Partners LP, as extended by: (a) the extension agreement dated March 10, 2017 between the Company and GSO Capital Partners LP; and (b) the extension agreement dated March 30, 2017 between the Company and GSO Capital Partners LP.

“GSO Equity Financing” has the meaning specified in Section 2.10.

“GSO Sponsors” has the meaning specified in the preamble.

“GSO Pro Rata Share” means, with respect to each GSO Sponsor, a fraction, the numerator of which is the total principal amount of Company Notes beneficially owned by such GSO Sponsor, and the denominator of which is the total principal amount of Company Notes beneficially owned by all of the GSO Sponsors.

“GSO Related Party” means: (a) the GSO Sponsors; and (b) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates (other than the GSO Sponsors), members, managers, general or limited partners, stockholders and assignees of any GSO Sponsors.

“Hazardous Materials” shall mean any substance which is defined, classified or regulated as a “hazardous substance”, “hazardous waste”, “toxic substance”, “toxic waste”, “pollutant”, “contaminant” or words of similar import under any Environmental Law, including petroleum, petroleum by-products, asbestos and asbestos-containing materials, and polychlorinated biphenyls.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indemnified Party” has the meaning specified in Section 4.2(6).

“Intellectual Property” means domestic and foreign: (a) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (c) copyrights, copyright registrations and applications for copyright registration; (d) mask works, mask work registrations and applications for mask work registrations; (e) designs, design registrations, design registration applications and integrated circuit topographies; (f) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (g) Software; and (h) any other intellectual property and industrial property.

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“Interim Order” means the interim order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Sponsors, each acting reasonably, providing for, among other things, the calling and holding of the Company Meetings, as such order may be amended by the Court (which amendment shall be acceptable to the Company and the Sponsors, each acting reasonably).

“IRS” shall mean the Internal Revenue Service.

“Law” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, by-law, code, rule, regulation, order, injunction, notice, judgment, award, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“Matching Period” has the meaning specified in Section 5.4(1)(e).

“Material Adverse Effect” means any change, event, occurrence, effect or circumstance that, individually or in the aggregate with other changes, events, occurrences, effects or circumstances, is or would reasonably be expected to (i) be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition, liabilities (contingent or otherwise) or cash flows of the Company and its Subsidiaries, taken as a whole, or (ii) prevent or materially adversely affect the ability of the Company to timely perform its obligations under this Agreement, except, in the case of clause (i) only, any such change, event, occurrence, effect, or circumstance resulting from:

(a) any change generally affecting the music licensing industries in North America or Europe as a whole;

(b) any change in currency exchange or interest rates;

(c) any change in general global economic, business, regulatory, political or market conditions or in global financial or capital markets;

(d) any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Entity;

(e) any change in IFRS;

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(f) any natural disaster or emergency, war (whether declared or undeclared) or other armed conflict, riots or civil disorder, acts of terrorism, or governmental responses to any of the foregoing;

(h) any action taken (or omitted to be taken) by the Company or its Subsidiaries for which the Sponsors have provided prior written consent;

(i) the failure of the Company to meet any internal or published projections, forecasts or estimates of revenues, earnings, sales, margins or cash flows for any period ending on or after the date of this Agreement (provided, however, that the causes underlying such failure may be considered to determine whether such causes constitute a Material Adverse Effect);

(j) the announcement of this Agreement or the transactions contemplated hereby; or

(k) any action taken by the Company or any of its Subsidiaries which is required to be taken pursuant to this Agreement,

provided, however, that (A) with respect to clauses (a) through to and including (f), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or its Subsidiaries operate; and (B) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred.

“Material Content Licenses” means any Content License involving aggregate consideration payable by the Company and its Subsidiaries of more than $25,000 per year.

“Material Contract” means any Contract: (a) that if terminated or modified or if it ceased to be in effect, would materially impair the ability of the Company (on a consolidated basis) to carry on business in the Ordinary Course or would have a Material Adverse Effect; (b) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money (in each case whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000 in the aggregate, excluding guarantees or intercompany liabilities or obligations between two or more wholly-owned Subsidiaries of the Company or between the Company and one or more of its wholly-owned Subsidiaries; (c) restricting, or which may in the future restrict, the incurrence of indebtedness by the Company or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Company or any of its Subsidiaries, or restricting, or which may in the future restrict, the payment of dividends by the Company or any of its Subsidiaries; (d) under which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of both (1) $800,000 in any year of the remaining term and

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(2) $2.5 million, in the aggregate, over the remaining term; (e) providing for the establishment, investment in, organization, formation, or governance of any material joint venture, limited liability company or partnership; (f) that creates an exclusive dealing arrangement or right of first offer or refusal; (g) that is a Collective Agreement; (h) except as disclosed in the Company Disclosure Letter, providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $1.0 million; (i) that limits or restricts (1) the ability of the Company or any Subsidiary to engage in any line of business or carry on business in any geographic area, or (2) the scope of Persons to whom the Company or any of its Subsidiaries may sell products or deliver services; (j) that is material to the Company or any of its material Subsidiaries and either (1) requires the consent of any other party to the Contract to a change of control of the Company or any of its material Subsidiaries or (2) requires the consent of any other party to the Contract to an assignment of all assets or obligations of the Company; (k) is with any Person with whom the Company does not deal at arm’s length within the meaning of the Tax Act; (l) that constitutes a hedge contract, futures contract, swap contract, option contract or similar derivative Contract; (m) that constitutes an amendment, supplement, or modification in respect of any of the foregoing; (n) that is a Material Content License; (o) that is a Company IP Agreement; (p) with a Governmental Entity; or (q) that is a Contract, other than an employment contract with officers of the Company or any of its Subsidiaries, with or for the benefit of any Company Shareholder holding more than 5% of the issued and outstanding Company Common Shares, officer or director of the Company or any of its Subsidiaries or any of their respective Affiliates or associates.

“Meeting Materials” has the meaning specified in Section 2.1(c).

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions.

“Milestone Dates” has the meaning specified in Section 2.1.

“Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“MMGSA” means Mood Media Group S.A.

“MMGSA Note Redemption Documents” has the meaning specified in Section 4.13(1).

“MMGSA Note Trustee” means Computershare Trust Company of Canada, as trustee for the MMGSA Notes.

“MMGSA Noteholder” means a holder of the MMGSA Notes.

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“MMGSA Notes” means the $50,000,000 in aggregate principal amount of MMGSA’s 10% Senior Notes due 2023 issued pursuant to the MMGSA Note Indenture as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“MMGSA Note Indenture” means the indenture dated as of August 6, 2015 by and among MMGSA, the subsidiary guarantors party thereto, the Company, as limited recourse guarantor, and MMGSA Note Trustee.

“Money Laundering Laws” has the meaning specified in Paragraph (37) of Schedule E

“New Debt Commitment Letter” has the meaning specified in Section 4.5(4).

“New Company Common Shares” has the meaning specified in the Plan of Arrangement.

“New Company Note Indenture” means an indenture governing the New Company Notes to be dated the Effective Date, which shall be consistent with the New Company Notes Term Sheet attached hereto as Schedule I and otherwise acceptable to the Company and the Sponsors, each acting reasonably.

“New Company Notes” means the up to $175 million aggregate principal amount of second lien notes to be issued by the Company on the Effective Date pursuant to the New Company Note Indenture.

“Non-Lender Parties” has the meaning specified in Paragraph (1) of Schedule H.

“Notice” has the meaning specified in Section 9.3.

“officer” has the meaning specified in the Securities Act (Ontario).

“OHSL” has the meaning specified in Paragraph (28)(e) of Schedule E.

“Open Source” means any software whose source code is made available under a license that is recognized by the Open Source Initiative at opensource.org/license as an “open source” license or any similar license that requires the disclosure of licensing of such software.

“Outside Date” means October 12, 2017 or such later date as may be agreed to in writing by the Parties.

“Parties” means the Company, Apollo Sponsor and the GSO Sponsors, and “Party” means any one of them.

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“Permitted Liens” means, in respect of the Company or any of its Subsidiaries, any one or more of the following:

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Company Assets, provided that such Liens are incurred in the Ordinary Course and related to obligations not due or delinquent or that are being contested in good faith, are not registered against title to any Company Assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(c) municipal by-laws, regulations, zoning law, building or land use restrictions and other limitations imposed by any Governmental Entity having jurisdiction over real property and any other restrictions affecting or controlling the use, marketability or development of real property, provided that the affected property is in compliance with the same in all material respects;

(h) prior to Closing, Liens in respect of the Credit Agreement and related Loan Documents (as defined in the Credit Agreement);

(i) such other imperfections of title (not including Liens securing the payment of a sum of money) as do not materially affect, individually or in the aggregate, the use of the

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properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; and

(j) Liens listed and described in Section 1.1 of the Company Disclosure Letter.

“Personal Information” has the meaning specified in Paragraph (25)(f) of Schedule E.

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with the terms thereof and Section 9.1 of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Sponsors, each acting reasonably.

“Post-Signing Returns” has the meaning specified in Section 4.1(2)(x).

“Pre-Acquisition Reorganization” has the meaning specified in Section 4.15(1).

“Privacy Policy” has the meaning specified in Paragraph (25)(f) of Schedule E.

“Process Agent” has the meaning specified in Section 9.11(3).

“Real Property Lease” has the meaning specified in Paragraph (22) of Schedule E.

“Recipient” has the meaning specified in Section 4.7(1).

“Regulatory Approval” means the approvals listed in Schedule K.

“Related Party” means an Apollo Related Party, a GSO Related Party, or a Company Related Party, as applicable.

“Representative” means any of an officer, director, employee, representative (including any financial, legal or other advisor) or agent of the Company or of any of its Subsidiaries.

“Required Amount” has the meaning specified in Paragraph (3) of Schedule H.

“Required Securityholder Approvals” has the meaning specified in Section 2.3(b).

“Section 3(a)(10) Exemption” has the meaning specified in Section 2.13(1).

“Securities Authorities” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means: (a) the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, and (b) the rules and regulations of the TSX.

“SEDAR” means the System for Electronic Document Analysis Retrieval (SEDAR).

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“Share Cash-Out Consideration” has the meaning specified in the Plan of Arrangement.

“Social Media Accounts” means any accounts with Twitter®, Facebook®, or other social media companies (including user names, handles and other identifiers) registered by the Company or any of its Subsidiaries and the content found thereon and related thereto.

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

“Songs” means all musical compositions, sound recordings and, in each case, any interests therein, together with all copyrights and other rights arising therefrom that are made available on any product or service of the Company and its Subsidiaries.

“Sponsor Financing Sources” means the Persons that have committed to provide: the debt financing contemplated by, or have otherwise entered into agreements in connection with, the Debt Commitment Letter or alternative debt financings as permitted by Section 4.5(4) of this Agreement in connection with the Arrangement, and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, together with their Affiliates, current or future officers, directors, employees, agents, attorneys, controlling persons, representatives, equityholders, general or limited partners, managers, members or partners involved in the Debt Financing and their successors and assigns.

“Sponsors” has the meaning specified in the preamble.

“Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary.

“Superior Proposal” means any unsolicited written bona fide Acquisition Proposal from a Person to acquire all or substantially all of the outstanding Company Common Shares or all or substantially all of the assets of the Company on a consolidated basis that: (a) complies with Securities Laws and did not result from or involve a material breach of this Agreement; (b) the Board determines, acting in good faith and in consultation with Company’s financial advisor(s) and outside legal counsel, is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal, (c) is not subject to a diligence condition, access or a financing condition and in respect of which it has been demonstrated to the Board, acting in good faith after consultation with Company’s financial advisor(s) and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such transaction and such funds and other consideration are, or are likely to be, available; and (d) the Board determines, in its good faith judgment, after receiving advice from its outside legal counsel with respect to clauses (i) and (iii), below, and the Company’s financial advisor(s) with respect to (ii) and (iii), below, that (i) failure to recommend such Acquisition Proposal to the Company Shareholders would be inconsistent with its fiduciary duties, and (ii) such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the transactions contemplated by this Agreement (including any amendments to the terms and conditions of the Arrangement proposed by the Sponsors pursuant to Section 5.4(2)), and (iii) result in the

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repayment in full of the Company Notes and all amounts owing in respect thereof in accordance with the Company Note Indenture.

“Superior Proposal Notice” has the meaning specified in Section 5.4(1)(c). “Tax Act” means the Income Tax Act (Canada).

“Tax Sharing Agreements” has the meaning specified in Paragraph (33)(l) of Schedule E.

“Taxes” means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, net wealth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, escheat, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) or this clause (b); (c) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clause (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“Technology” has the meaning specified in Paragraph (25)(g) of Schedule E.

“Terminating Party” has the meaning specified in Section 4.9(3).

“Termination Fee” has the meaning specified in Section 9.2(2).

“Termination Fee Event” has the meaning specified in Section 9.2(2).

“Termination Notice” has the meaning specified in Section 4.9(3).

“Third Party Claim” means any claim, action or proceeding that is instituted prior to the Closing by a third party against an Indemnified Party arising from the Arrangement and the transactions related thereto or the Plan of Arrangement.

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“Transferred Information” has the meaning specified in Section 4.7(1).

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“TSX” means the Toronto Stock Exchange.

“TSX Documents” has the meaning specified in Paragraph (9) of Schedule E.

“U.S. Court” means the United States Bankruptcy Court for the Southern District of New York.

“U.S. Dollar Equivalent” means the amount in the United States dollar equivalent of the Share Cash-Out Consideration per Company Common Share on the basis of the Bank of Canada’s noon rate on the date that is two Business Days prior to the Effective Date.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“U.S. Recognition Order” means an order of the U.S. Court recognizing and approving the CBCA Proceedings under chapter 15 of the United States Bankruptcy Code and giving full force and effect in the United States to the Interim Order and the Final Order.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

“Voting Deadline” has the meaning specified in Section 4.3(3)(e).

“Voting Support Agreements” means each agreement between the Company, on the one hand, and certain directors and officers of the Company that hold Company Notes and/or Company Common Shares, on the other, dated as of the date hereof.

Section 1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(1) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

(2) Currency. All references to “dollars” or to “$” are references to United States dollars, unless otherwise specified. All references to “C$” are references to Canadian dollars.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is

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a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available” means: (i) copies of the subject materials were included in the Data Room, or (ii) copies of the subject materials were provided to the Sponsors.

(5) Capitalized Terms. All capitalized terms used in any Schedule or in the Company Disclosure Letter have the meanings ascribed to them in this Agreement.

(6) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of: (a) the Company, it is deemed to refer to the actual knowledge, after reasonable inquiry, of the following officers of the Company: (i) Steve Richards (President and Chief Executive Officer); (ii) Ken Eissing (President — In Store); (iii) Tom Garrett (Executive Vice President and Chief Financial Officer); (iv) Michael Zendan II (Executive Vice President, General Counsel and Chief Administrative Officer); and (v) Randal Rudniski (Executive Vice President, Investor Relations and Global Corporate Development); and (b) the Sponsors, it is deemed to refer to the actual knowledge, after reasonable inquiry, of the individuals set forth in Section 1.2(6) of the Company Disclosure Letter. The Company confirms that it and such officers have made due and diligent inquiry of such Persons as they consider necessary as to the matters that are the subject of the representations and warranties. The Sponsors confirm that the individuals set forth in Section 1.2(6) of the Company Disclosure Letter have made due and diligent inquiry of such Persons as they consider necessary as to the matters that are the subject of the representations and warranties.

(7) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Company required to be made shall be made in a manner consistent with IFRS.

(8) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

(9) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

(10) Time References. References to time are to local time, Toronto, Ontario, Canada.

(11) Consent. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

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Section 1.3 Schedules

(1) The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

(2) The Company Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless: (a) it is required to be disclosed pursuant to Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes; or (b) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Milestone Dates

The Company shall take all actions reasonably necessary or appropriate to consummate the Arrangement as soon as possible and to achieve the following timeline (the “Milestone Dates”):

(a) initiation of the CBCA Proceedings, as evidenced by the filing of an application and motion seeking the Interim Order with the Court, by no later than May 15, 2017, or such later date as the Company and the Sponsors may agree;

(b) issuance of the Interim Order by the Court by no later than May 22, 2017, or such later date as the Company and the Sponsors may agree;

(c) mailing of the Company Circular and related materials required for the Company Meetings (the “Meeting Materials”) to Company Shareholders and Company Noteholders by no later than 14 days following the date on which the Interim Order is issued by the Court, or such later date as the Company and the Sponsors may agree;

(d) holding of the Company Meetings by no later than 35 days following the date on which the Meeting Materials are mailed to Company Shareholders and Company Noteholders, or such later date as the Company and the Sponsors may agree;

(e) the issuance of the Final Order by no later than seven days following the date of the last Company Meeting, provided that such date may be extended by the Company in its sole discretion up to a maximum of 14 days, where the Company is acting in good faith with a view to completing the transactions contemplated by this Agreement and a third party is opposing, or proposing to oppose, the issuance of the Final Order, or such later date as the Company and the Sponsors may agree;

(f) the commencement of the Chapter 15 Proceedings by no later than seven days following the date of the issuance of the Final Order, or such later date as the Company and the Sponsors may agree;

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(g) the entry of the U.S. Recognition Order by no later than 21 days following the date of the issuance of the Final Order, or such later date as the Company and the Sponsors may agree; and

(h) the implementation of the Arrangement by the Outside Date,

provided that, where the Company, having requested the information required under Section 2.5(4) at least 14 days prior to May 15, 2017, has not received from the Sponsors the information required under Section 2.5(4) at least seven days prior to May 15, 2017, the Milestones Date in Section 2.1(a) shall be automatically extended until the date that is seven days following the date on which all such information is received by the Company and the Milestone Date in Section 2.1(b) shall be automatically extended until the date that is 14 days following the date on which all such information is received by the Company.

Section 2.2 Arrangement

The Company and the Sponsors agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Section 2.3 Interim Order

As soon as reasonably practicable and in any event in accordance with the Milestone Dates set forth in Section 2.1, the Company shall apply in a manner reasonably acceptable to the Sponsors pursuant to section 192 of the CBCA and, in cooperation with the Sponsors, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(a) for the class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meetings and for the manner in which such notice is to be provided;

(b) that the required levels of approval (the “Required Securityholder Approvals”) for:

(i) the Arrangement Shareholder Resolution shall be:

(A) two-thirds of the votes cast on the Arrangement Shareholder Resolution by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting; and

(B) a majority of the votes attached to Company Common Shares held by Company Shareholders present in person or represented by proxy at the Company Shareholder Meeting excluding for this purpose votes attached to Company Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; and

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(ii) the Arrangement Noteholder Resolution shall be two-thirds in value of the principal amount of Company Notes present in person or represented by proxy at the Company Noteholder Meeting;

(c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements with respect to meetings of Company Shareholders and all other matters, shall apply in respect of the Company Meetings, provided however that the Parties acknowledge that neither the Company’s Constating Documents nor the Company Note Indenture expressly contemplate a meeting of the Company Noteholders and, accordingly, that:

(i) quorum at the Company Noteholder Meeting shall require each of (A) not less than one person present in person at the opening of the Company Noteholder Meeting who is entitled to vote at the Company Noteholder Meeting, (B) Apollo Sponsor, in its capacity as a Company Noteholder, and (C) each GSO Sponsor, in its capacity as a Company Noteholder, in each case, either as a Company Noteholder or a proxyholder therefor; and

(ii) all other terms, conditions and restrictions with respect to meetings of Company Shareholders shall, to the extent practicable, apply in respect of matters related to the Company Notes at the Company Noteholder Meeting and otherwise shall be agreed by the Parties acting reasonably;

(d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders;

(e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(f) that the Company Meetings may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;

(g) the record date for the Company Shareholders and Company Noteholders entitled to notice of and to vote at the Company Meetings as established by the Board in accordance with this Agreement;

(h) a prohibition against any lenders or noteholders under the Credit Agreement, the MMSGA Indenture, the Company Note Indenture, and any administrative agent, collateral agent, indenture trustee or similar person thereto from terminating, accelerating, amending or declaring in default any contract or other agreement due to the Company (i) being a party to the CBCA Proceedings; (ii) having made an application to the Court under section 192 of the CBCA; (iii) having commenced a proceeding under Chapter 15 of title 11 of the United States Code, 11 U.S.C. 101-1532 in the U.S. Court; or (iv) taking any step contemplated by or related to the Arrangement, without further order of the Court.; and

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(i) to the extent not already included in the notice of application in respect of the Interim Order, that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company Noteholders with respect to the issuance of New Company Common Shares and New Company Notes in exchange for Company Notes pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Company Noteholders who are resident in the United States.

Section 2.4 The Company Meetings

The Company shall, subject to the terms of this Agreement and any order of the Court:

(a) establish a record date for the Company Shareholders and Company Noteholders entitled to notice of and to vote at the Company Meetings with the prior consent of the Sponsors (not to be unreasonably withheld or delayed), and will not change such date without the prior written consent of the Sponsors except as required by Law;

(b) convene and conduct the Company Meetings in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as practicable and in any event in accordance with the Milestone Dates set forth in Section 2.1, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) a Company Meeting without the prior written consent of the Sponsors, acting reasonably, except:

(i) in the case of a postponement, as required for quorum purposes, by applicable Law, by a Governmental Entity, subject to having first consulted with the Sponsors in good faith, or for not more than an aggregate total of five (5) Business Days for the purposes of attempting to obtain the Required Securityholder Approvals;

(ii) in the case of an adjournment, as required for quorum purposes, by applicable Law, by a Governmental Entity, or for not more than an aggregate total of five (5) Business Days for the purposes of attempting to obtain the Required Securityholder Approvals; or

(iii) as required or permitted under Section 4.9(3) [Notice and Cure Provisions] or Section 5.4(5) [Superior Proposal Notice];

(c) use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolutions and the Continuance and Domestication Resolution and against any resolutions submitted by any Company Shareholder that is inconsistent with the Arrangement Resolutions and the Continuance and Domestication Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Sponsors, acting reasonably, using dealer and proxy solicitation services firms and

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cooperating with any Persons engaged by the Sponsors to solicit proxies in favour of the approval of the Arrangement Resolutions;

(d) provide the Sponsors with copies of or access to information regarding the Company Meetings generated by any dealer or proxy solicitation services firm, as reasonably requested from time to time by the Sponsors;

(e) consult with the Sponsors in fixing the date of the Company Meetings, give notice to the Sponsors of the Company Meetings and allow the Sponsors and their respective Representatives and legal counsel to attend the Company Meetings;

(f) promptly advise the Sponsors, at such times as the Sponsors may reasonably request and at least on a daily basis on each of the last five (5) Business Days prior to the date of the Company Meetings, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolutions and the Continuance and Domestication Resolution;

(g) promptly advise the Sponsors of receipt of any communication (written or oral) from any Company Shareholder or Company Noteholder in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights;

(h) provide the Sponsors with an opportunity to review and comment on any written communication sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights and not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Sponsors; and

(i) at the reasonable request of the Sponsors from time to time, provide the Sponsors with a list (in both written and electronic form) of: (i) the Company Shareholders and Company Noteholders, together with their addresses and respective holdings of Company Common Shares and Company Notes, respectively; (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Common Shares (including holders of Company Options and Company Warrants); and (iii) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and “non-objecting beneficial owners” of Company Common Shares and Company Notes, together with their addresses and respective holdings of Company Common Shares or Company Notes. The Sponsors agree that any materials provided pursuant to this Section 2.4(i) shall not be used for any purposes except in connection with the Arrangement. The Company shall from time to time request that its registrar and transfer agent furnish the Sponsors

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with such additional information and lists of securities positions and other assistance as the Sponsors may reasonably request.

Section 2.5 The Company Circular

(1) Subject to the Sponsors’ compliance with Section 2.5(3) and any order of the Court, the Company shall promptly prepare and complete, in consultation with the Sponsors, the Company Circular, together with the Meeting Materials and any other documents required by Law in connection with the Company Meetings and the Arrangement, and the Company shall, promptly after obtaining the Interim Order, and in any event in accordance with the Milestone Dates set forth in Section 2.1, cause the Company Circular, the Meeting Materials and such other documents to be filed and sent to each Company Shareholder, Company Noteholder and other Person as required by the Interim Order and Law.

(2) The Company shall ensure that the Company Circular complies in material respects with Law and the Interim Order, does not contain any Misrepresentation (other than with respect to any information relating to and furnished by the Sponsors) and provides the Company Shareholders and Company Noteholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meetings. Without limiting the generality of the foregoing, the Company Circular must include: (a) a copy of the Financial Advisor Opinions received by the Board and copies of any other fairness opinions or valuations received by the Company or the Board in connection with the Arrangement; (b) a statement that the Board has received the Financial Advisor Opinions and, after receiving legal and financial advice, has unanimously (subject to abstentions) determined that the Arrangement is in the best interests of the Company and recommends that the Company Shareholders and Company Noteholders vote in favour of the applicable Arrangement Resolution and that the Company Shareholders vote in favour of the Continuance and Domestication Resolution (the “Board Recommendation”); (c) a statement that each director and officer of the Company intends to vote all of such individual’s Company Common Shares in favour of the Arrangement Resolutions and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement; and (d) a description of the documents pertaining to the anticipated post-Closing governance of the Company to be consistent with the Governance Term Sheet attached hereto as Schedule K.

(3) The Company shall give the Sponsors and their legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Sponsors must be in a form and content satisfactory to them, acting reasonably, provided, however, that the Company shall only be required to include in the Company Circular any such information provided by the Sponsors if the Company determines, in good faith, that the Company, its Subsidiaries and their respective Representatives are fully and completely indemnified and held harmless pursuant to Section 2.5(5) (including as a result of the limitations on liability in Section 9.5).

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(4) The Sponsors shall provide all necessary information concerning the Sponsors that is required by Law to be included by the Company in the Company Circular or other related documents to the Company in writing, and shall ensure that such information does not contain any Misrepresentation. The Company acknowledges that, as of the date hereof, it does not believe that the following is required by Law to be included by the Company in the Company Circular: (a) the amount of, allocation of, purchase price of, tax properties of, or other detailed information with respect to, the Company Notes beneficially owned by such Sponsor and its affiliated investment funds; provided, however, that the Sponsors may be required to provide the aggregate principal amount of, and aggregate percentage of, each of the Company Notes, Company Common Shares and MMGSA Notes beneficially owned by such Sponsor together with its affiliated investment funds and the other GSO Sponsors; and (b) such Sponsor’s investment fund structure. Unless required by Law to be included by the Company in the Company Circular or other related documents, the Company shall not disclose publicly or to any other Party or Person: (x) the amount of, allocation of, purchase price of, tax properties of, or other detailed information with respect to, the Company Notes beneficially owned by any Sponsor and (y) such Sponsor’s investment fund structure.

(5) Each of the Sponsors hereby severally, and neither jointly nor jointly and severally, indemnifies and saves harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by Company, any Subsidiary or any of their respective Representatives may be subject or may suffer primarily as a result of, or arising primarily from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular that was provided by such Sponsor pursuant to Section 2.5(3), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity to the extent based on such Misrepresentation or alleged Misrepresentation.

(6) The Company hereby indemnifies and saves harmless the Sponsors, and their respective Subsidiaries and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including reasonable attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by any of the Sponsors or any of their respective Subsidiaries or Representatives may be subject or may suffer primarily as a result of, or arising primarily from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular; provided, however, that the Company shall not indemnify any Sponsor for any liabilities, losses, damages, claims, costs, expenses (including any attorneys’ fees), interest, awards, judgments, penalties or amounts as a result of, or arising primarily from, information furnished to the Company in writing by such Sponsor for inclusion in the Company Circular, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity to the extent based on such Misrepresentation or alleged Misrepresentation, provided however, the foregoing shall not include any claims or

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liabilities arising out of or relating to any act or omission of a Sponsor that is determined to have constituted fraud, gross negligence, bad faith or wilful misconduct.

(7) Each Party shall promptly notify the others if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders or Company Noteholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Section 2.6 Final Order

If the Interim Order is obtained and the Arrangement Resolutions are passed at the Company Meetings, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to section 192 of the CBCA, as soon as reasonably practicable, but in any event not later than three Business Days after the Arrangement Resolutions are passed at the Company Meetings as provided for in the Interim Order and in accordance with the Milestone Dates set forth in Section 2.1. The Company shall seek a provision in the Final Order that deems the CBCA Proceedings to be terminated as of the Effective Date immediately following the implementation of the Arrangement.

Section 2.7 Court Proceedings

The Sponsors will cooperate with the Company in pursuing the Interim Order and the Final Order, including by providing the Company on a timely basis any information required to be supplied by the Sponsors in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, subject to any order of the Court, the Company shall:

(a) diligently pursue, and cooperate with the Sponsors in diligently pursuing, the Interim Order and the Final Order;

(b) provide legal counsel to the Sponsors with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;

(c) provide the Sponsors with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement and not modify or amend any material so filed or served in a manner inconsistent with this

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Agreement and the Plan of Arrangement, except with the Sponsors’ prior written consent;

(e) use its commercially reasonable efforts to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Sponsors; and

(f) not object to legal counsel to the Sponsors making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement.

Section 2.8 Company Options and Company DSUs

Subject to the terms and upon the conditions set forth in this Agreement and the Plan of Arrangement:

(a) pursuant to the Arrangement, all Company Options outstanding immediately prior to the Effective Time, whether vested or unvested, will, notwithstanding the terms of such Company Options or the Company Stock Option Plan, be assigned and transferred by the holder thereof to the Company at the time stipulated therefor in the Plan of Arrangement, in exchange for a cash payment by the Company to each holder of a Company Option, in respect of each Company Option held by such holder, of the amount, if any, equal to the Share Cash-Out Consideration less the applicable exercise price and net of all Taxes required to be withheld in respect of such Company Options, to be paid as soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time) through the Company’s or its successor’s payroll system or payroll provider; and

(b) pursuant to the Arrangement, all Company DSUs that are outstanding immediately prior to the Effective Time, whether vested or unvested, will notwithstanding the terms of such Company DSUs or the Company DSU Plan, be assigned and transferred by the holder thereof to the Company at the time stipulated therefor in the Plan of Arrangement, in exchange for a cash payment by the Company to each holder of a Company DSUs, in respect of each Company DSU held by such holder, of an amount equal to the U.S. Dollar Equivalent of the Share Cash-Out Consideration per Company Common Share, net of all Taxes required to be withheld in respect of such Company DSU, to be paid as soon as reasonably practicable after the Effective Time (but no later than the second payroll date after the Effective Time) through the Company’s or its successor’s payroll system or payroll provider.

The Company shall take all such actions as may be necessary to give effect to the foregoing (including, without limitation, (i) the satisfaction of the requirements of Rule 16b 3(e) promulgated under the U.S. Exchange Act and any non-US equivalents thereof and (ii)

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providing notice to all holders of Company Options and Company DSUs as required or contemplated by the Company Stock Option Plan and the Company DSU Plan and any related award agreement or otherwise). All Company Options, all Company DSUs, the Company Stock Option Plan and the Company DSU Plan will terminate and be canceled as of the Effective Time, and the provisions in any other Employee Plan providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its Subsidiaries will be cancelled as of the Effective Time. For greater certainty, all Company Options that are “out-of-the-money” will be canceled by the Company at the time stipulated therefor in the Plan of Arrangement for no consideration.

Section 2.9 Articles of Arrangement and Effective Date

(1) The Company shall file the Articles of Arrangement with the Director within five (5) Business Days of the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) (the “Determination Date”), unless another time or date is agreed to in writing by the Parties.

(2) The closing of the Arrangement (the “Closing”) will take place at the offices of Stikeman Elliott LLP in Toronto, Ontario, Canada, or at such other location as may be agreed upon by the Parties.

(3) The Company shall cause all New Company Notes and New Company Common Shares to be issued to the Sponsors (including for the avoidance of doubt all shares of common stock of the Company to be issued to the Sponsors in respect of the Put Option Payment immediately after the effectiveness of the Continuance and Domestication) to be registered in the name of the applicable Sponsor or such other person as such Sponsor may direct in writing not later than two (2) Business Days prior to Closing.

Section 2.10 Deposits with the Depositary

Subject to the terms and upon the conditions set forth in this Agreement and the Plan of Arrangement (including, for the avoidance of doubt, (a) the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date and (b) the conditions and limitations set forth in Section 9.5(2) for the specific performance of this Section 2.10), at the Closing:

(1) each GSO Sponsor will deposit (or cause to be deposited) with the Depositary its GSO Pro Rata Share of the lesser of (a) $20,862,235.05 and (b) the GSO Backstop Amount (as defined in the Plan of Arrangement) (collectively, the “GSO Equity Financing”) in exchange for the issuance by the Company of its GSO Pro Rata Share of New Company Common Shares in accordance with Section 2.1(4) of the Plan of Arrangement;

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(2) Apollo Sponsor will deposit (or cause to be deposited) with the Depositary the Apollo Equity Financing in exchange for the issuance by the Company of the New Company Common Shares in accordance with Section 2.1(4) of the Plan of Arrangement; and

(3) the Company will deposit (or cause to be deposited) with the Depositary the Projected Cash-On Hand (as defined in the Plan of Arrangement).

On or prior to the Closing, the Company will enter into a depositary agreement with the Depositary, in form and substance reasonably acceptable to the Apollo Sponsor and the GSO Sponsors, which agreement shall, among other things, provide that any cash amount deposited with the Depositary in excess of the amount required by the Depositary to fund the Aggregate Share Cash-Out Consideration be promptly deposited by the Depositary with the Company following the Closing.

Section 2.11 Withholding Taxes

The Sponsors, the Company, the Depositary and their Affiliates, as applicable, shall be entitled to deduct or withhold from the Share Cash-Out Consideration payable or otherwise deliverable to any Person, including Company Shareholders exercising Dissent Rights, pursuant to the Arrangement and from all dividends, other distributions or other amount otherwise payable to any former Company Shareholders, former Company Noteholders or former holders of Company Options or Company DSUs, such Taxes or other amounts as the Sponsors, the Company, the Depositary and their Affiliates, as applicable, are required, entitled or permitted to deduct or withhold with respect to such payment under the Tax Act, the Code, or any other provisions of any applicable Laws, in each case, as amended. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

Section 2.12 Company Employee Matters

(1) Each of the Sponsors covenants and agrees that, from the Effective Time until December 31, 2017, the Company and any successor to the Company covenant and agree that the Company Employees, unless their employment is terminated, shall be provided with: (a) base salary and annual cash bonus or commission opportunity (but excluding equity and equity-based awards and compensation) that are not less than; and (b) health and welfare benefits that are substantially comparable in the aggregate to, in each case, those provided to such Company Employees immediately prior to the Effective Time. For greater certainty, the foregoing shall in no manner whatsoever limit the obligations of the Company under existing Employee Plans.

(2) After the Effective Time, the Company and any successor to the Company covenant and agree to honour and comply in all respects with the terms of all Employee Plans disclosed in Section 3.1(30)(a) of the Company Disclosure Letter as in effect on the date hereof.

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(3) Notwithstanding anything in this Section 2.12 to the contrary, the terms of this Section 2.12 shall not apply to any Company Employee who is covered by a Collective Agreement and instead, the terms and conditions of employment of each such Company Employee following the Effective Time shall be governed by the terms of the applicable Collective Agreement.

(4) Notwithstanding anything to the contrary set forth in this Agreement, this Section 2.12 will not be deemed to: (i) guarantee employment for any period of time for, or preclude the ability of the Company, any successor thereto or any of their respective Subsidiaries to terminate any Company Employee for any reason; (ii) require the Company, any successor thereto or any of their respective Subsidiaries to continue any Employee Plan or prevent the amendment, modification or termination thereof after the Effective Time; (iii) be deemed or construed to be an amendment or other modification of any Employee Plan or be deemed or construed to establish any Employee Plan; or (iv) create any third- party beneficiary rights in any Person (including, without limitation, any current or former Company Employee).

Section 2.13 U.S. Securities Law Matters

(1) The Parties intend that the issuance of the New Company Common Shares and the New Company Notes under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.13.

(2) In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement shall be carried out on the following basis:

(a) the Arrangement shall be subject to the approval of the Court;

(b) the Court shall be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

(d) the Arrangement is approved by the Court as being fair and reasonable in accordance with the requirements of section 192 of the CBCA;

(e) the Company shall ensure that each Person entitled to receive New Company Common Shares and New Company Notes on completion of the Arrangement shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right;

(f) each Person to whom New Company Common Shares and New Company Notes shall be issued pursuant to the Arrangement shall be advised that such New

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Company Common Shares and New Company Notes have not been registered under the U.S. Securities Act and shall be issued by the Company in reliance upon the Section 3(a)(10) Exemption and, in the case of Affiliates of the Company, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;

(g) each Person to whom New Company Common Shares and New Company Notes shall be issued pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as such securityholder enters an appearance within a reasonable time; and

(h) the Final Order shall include a statement in the preamble to substantially the following effect:

“This Order is granted by the Court upon being advised that the Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of common shares and secured notes of the Company pursuant to the Plan of Arrangement.”

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

(1) Except as set forth in (a) the Company Disclosure Letter or (b) subject to Section 3.1(3), the Company Filings, the Company represents and warrants to the Sponsors as set forth in Schedule E and acknowledges and agrees that the Sponsors are relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Immediately prior to the execution and delivery of this Agreement, the Company will deliver to the Sponsors the Company Disclosure Letter, which will set forth the disclosures, exceptions and exclusions contemplated or permitted by this Agreement, including certain exceptions and exclusions to the representations and warranties and covenants of the Company contained in this Agreement. The disclosure of any item in the Company Disclosure Letter (other than in the index of Data Room documents appended thereto) shall constitute disclosure or, as applicable, exclusion of that item for the Company Disclosure Letter where the relevance of that item as an exception to (or a disclosure for the purposes of) any representations and warranties is reasonably apparent on its face.

(3) The disclosures contained under the headings “Risk Factors” or “Forward Looking- Statements” of any Company Filing and any other disclosures contained or referenced therein of information, risk factors or any other sections relating to forward-looking statements in any Company Filing, to the extent they are predictive or forward-looking in nature, shall not except or exclude any representation or warranty set forth in Schedule E, and any matter disclosed in the Company Filings shall be deemed to be

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disclosed in a section of the Company Disclosure Letter only to the extent that it is reasonably apparent from such Company Filings that it is applicable to such section of the Company Disclosure Letter.

(4) Investigations made by or on behalf of the Sponsors will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement.

(5) Each of the Sponsors agrees and acknowledges that, except as expressly set forth in this Agreement, neither the Company nor any other Person on behalf of the Company has made or makes any representation or warranty, express or implied, at law or in equity, either written or oral, with respect to the Company, its Subsidiaries, their businesses, their past, current or future financial condition or any of their assets, liabilities or operations, or their past, current or future profitability or performance, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed. Without limiting the generality of the foregoing, the Company expressly disclaims any representation or warranty that is not set forth in this Agreement.

(6) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Section 3.2 Representations and Warranties of Apollo Sponsor

(1) Apollo Sponsor represents and warrants to the Company, solely as to itself, as set forth in Schedule F and Schedule H (other than any matter relating to the GSO Equity Financing) and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Investigations made by or on behalf of the Company will not waive, diminish the scope of, or otherwise affect any representation or warranty made by Apollo Sponsor in this Agreement.

(3) The representations and warranties of Apollo Sponsor contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

(4) The Company agrees and acknowledges that, except as expressly set forth in this Agreement, neither Apollo Sponsor nor any other Persons on behalf of Apollo Sponsor has made or makes any representation or warranty, express or implied, at law or in equity, either written or oral, with respect to Apollo Sponsor, its Subsidiaries, their businesses, their past, current or future financial condition or any of their assets, liabilities or operations, or their past, current or future profitability or performance, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed. Without limiting the generality of the foregoing, Apollo

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Sponsor expressly disclaims any representation or warranty that is not set forth in this Agreement.

Section 3.3 Representations and Warranties of GSO Sponsors

(1) Each GSO Sponsor represents and warrants to the Company, solely as to itself, as set forth in Schedule G and Schedule H (other than any matter relating to the Apollo Equity Commitment Letter, Apollo Guarantee and the Apollo Equity Financing) and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Investigations made by or on behalf of the Company will not waive, diminish the scope of, or otherwise affect any representation or warranty made by any GSO Sponsor in this Agreement.

(3) The representations and warranties of each GSO Sponsor contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

(4) The Company agrees and acknowledges that, except as expressly set forth in this Agreement, neither any GSO Sponsor nor any other Persons on behalf of any GSO Sponsor has made or makes any representation or warranty, express or implied, at law or in equity, either written or oral, with respect to any GSO Sponsor, their respective Subsidiaries, their businesses, their past, current or future financial condition or any of their assets, liabilities or operations, or their past, current or future profitability or performance, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed. Without limiting the generality of the foregoing, each GSO Sponsor expressly disclaims any representation or warranty that is not set forth in this Agreement.

ARTICLE 4

COVENANTS

Section 4.1 Conduct of Business of the Company

(1) Until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course, except as contemplated in this Agreement or as set out in Section 4.1(1) of the Company Disclosure Letter.

(2) Without limiting the generality of Section 4.1(1), and without derogating from the obligations of the Company in Section 4.2, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Company shall use its commercially reasonable efforts to preserve intact the current business organization of the Company and its Subsidiaries, keep available the services of the present Company Employees and agents of the Company and its Subsidiaries, maintain good relations with, and the goodwill of,

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suppliers, customers, landlords, creditors, distributors, joint venture partners, and all other Persons having a material business relationship with the Company and its Subsidiaries and, except with the prior written consent of the Sponsors, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, except as contemplated in this Agreement or as set out in Section 4.1(2) of the Company Disclosure Letter:

(a) amend, adopt any amendment to, or otherwise change (whether by amalgamation, plan of arrangement or otherwise) its Constating Documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;

(b) adjust, split, reverse split, consolidate, subdivide, combine or reclassify any shares of its capital stock or other ownership interest (or any warrants options or other rights to acquire the foregoing), or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or other equity or voting interest;

(d) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of its capital stock or any of its outstanding securities;

(e) issue, deliver, grant, sell, pledge or otherwise encumber, or authorize or agree to the issuance, delivery, grant, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests (including issued Company Common Shares held by the Company in treasury), any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of the Company Common Shares, except for the issuance of Company Common Shares issuable upon the exercise of the currently outstanding Company Options, Company DSUs and/or Company Warrants;

(f) reduce its stated capital or propose or adopt a plan or agreement to reorganize, recapitalize, arrange, restructure, amalgamate or merge the Company or any Subsidiary of the Company with any Person;

(g) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries;

(h) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests of a business or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $1.0 million and subject to a maximum of $2.0 million for all such transactions;

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(i) enter into any new line of business outside of its existing business as of the date hereof;

(j) sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any asset of the Company or of any of its Subsidiaries (including with respect to any Company Intellectual Property) or any interest in any assets of the Company and its Subsidiaries having a value greater than $500,000 in the aggregate, other than inventory or receivables in the Ordinary Course;

(k) sell, transfer or otherwise dispose of (whether by arrangement, amalgamation, merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof;

(l) enter into, amend or modify in any material respect, terminate or fail to renew any Company IP Agreement, other than in the Ordinary Course, or otherwise waive, release, assign or allow to lapse any material rights, claims or benefits thereunder of the Company or its Subsidiaries;

(m) fail to take any action necessary to maintain or renew any material Company Intellectual Property;

(n) except as required pursuant to any contractual obligation to which the Company or any of its Subsidiaries is subject or as contemplated in the Company 2017 CapEx Budget, make any capital expenditure or commitment to do so which, individually or in the aggregate, exceeds $1.0 million;

(o) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead to the termination of any material Authorizations, leases or registrations;

(p) amend or modify, repudiate, release, surrender, abandon, let lapse, grant or transfer, disclaim, fail to perform or terminate, or waive any right under, any Material Contract or Real Property Lease or enter into any contract or agreement that would be a Material Contract or Real Property Lease if in effect on the date hereof;

(q) acquire any interest in real property;

(r) enter into an agreement or an arrangement with any party that contemplates paying a success fee or transaction fee in connection with the Arrangement;

(s) except as contemplated in Section 4.10 [Insurance and Indemnification], amend, modify or terminate any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized

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standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect. For greater certainty, the Company agrees that it shall maintain appropriate insurance coverage in amounts and on terms that are customary in the industry of the Company and in accordance with past practices;

(t) except as required pursuant to the terms of any Employee Plan or Collective Agreement in effect as of the date hereof, or as otherwise required by applicable Law, (i) other than regularly scheduled annual increases to wages or salaries of no more than 2% in the Ordinary Course for Company Employees that are below the level of vice president, grant any increase in the rate of wages, salaries, bonuses or other remuneration or benefits of any current or former Company Employees or make any bonus or profit sharing distribution or similar payment of any kind; (ii) adopt, enter into or amend any Employee Plan, or announce or commit to do any of the preceding in respect of any Employee Plan (other than entering into an employment agreement which provides for aggregate annual compensation opportunity of no more than $150,000 in the Ordinary Course with a new employee who was not employed by the Company or a Subsidiary on the date of this Agreement); (iii) grant, accelerate, increase, extend participation or amend any payment, award, or other benefit payable to, or for the benefit of, any current or former director or officer of the Company or any of its Subsidiaries or to any current or former Company Employee (including, without limitation, any change in control, retention or severance payments and benefits); (iv) hire any employee or independent contractor, other than employees or independent contractors hired in the Ordinary Course and where such person is below the level of vice president; or (v) unless otherwise required by Law, adopt, enter into, amend or terminate any Collective Agreement.

(u) (i) other than Ordinary Course inter-company lending between the Company and its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company or required amortization payments under the Credit Facility, prepay any long-term indebtedness before its scheduled maturity; (ii) increase, create, incur, assume or otherwise become liable for any indebtedness or issue any debt securities; (iii) assume, guarantee, endorse the obligations of any other Person; in each case, other than in connection with advances under the Company’s or any of the Company’s wholly-owned Subsidiaries’ existing credit facilities in the Ordinary Course and except as contemplated in Section 4.12;

(v) other than in the Ordinary Course, make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person, except for advances and capital contributions to Subsidiaries of the Company;

(w) other than in the Ordinary Course, enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives or similar financial instruments;

(x) fail to prepare, in the Ordinary Course (except as otherwise required by a change in applicable law), and timely file (taking into account all extensions) all income

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Tax Returns and other material Tax Returns required to be filed by it (or them) on or before the Effective Date (“Post-Signing Returns”), fail to fully and timely pay (taking into account all extensions) all Taxes due and payable in respect of such Post-Signing Returns that are so filed, make or revoke any income Tax election or any other material Tax election or designation, settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or materially amend or change any of its methods of reporting income, deductions or accounting for income Tax

purposes, except, in each case, as may be required by Law;

(y) make any material change in the Company’s methods of accounting or revalue in any material respect any of properties or assets, in each case, except as required by concurrent changes in IFRS;

(z) cancel, waive, release, assign, settle or compromise any material claims or rights;

(aa) commence, waive, release, assign, compromise or settle any litigation, proceeding, audit or governmental investigation relating to the assets or the business of the Company in excess of an aggregate amount of $2.0 million, or which could reasonably be expected to impede, prevent or delay the consummation of the transaction contemplated by this Agreement;

(bb) enter into or amend any Contract with a Person (other than a wholly-owned Subsidiary of the Company) that does not deal at arm’s length with the Company within the meaning of the Tax Act;

(cc) other than in the Ordinary Course, grant any material refunds, credits, rebates or other allowances to any end user, customer, reseller or distributor;

(dd) make any political or charitable donation, contribution or similar commitment other than to satisfy irrevocable commitments made prior to the date hereof;

(ee) other than the Company Shareholder Meeting or in response to a requisition by a Company Shareholder, convene any special meeting (or any adjournment thereof) of the Company Shareholders.

(ff) enter into or amend any Contract with any broker, finder or investment banker, including any amendment of any of the Contracts listed in Section 3.1(35) of the Company Disclosure Letter; or

(gg) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

(3) The Company shall, and shall cause each Subsidiary to, obtain the written consent of the Sponsors prior to declaring, setting aside, establishing a record date for, or paying any

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dividend or other distribution (whether in cash, shares or property) in respect of the Company Common Shares or the securities of any Subsidiary owned by a Person other than the Company or a wholly-owned Subsidiary of the Company.

Section 4.2 Company Covenants Regarding the Arrangement

(1) Subject to Section 4.4, the Company shall use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement as soon as practicable, and in any event in accordance with the Milestone Dates set forth in Section 2.1, including:

(a) issuing a press release, in form and substance reasonably acceptable to the Sponsors, promptly upon the execution of this Agreement and filing, within five Business Days of the execution of this Agreement, a copy of this Agreement (subject to any redactions as may be required by Section 4.8 of this Agreement) with SEDAR;

(b) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

(c) using its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

(d) using its commercially reasonable efforts to effect all necessary registrations, filing and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement;

(e) using its commercially reasonable efforts to obtain and maintain all third-party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (i) necessary or advisable under the Material Contracts in connection with the Arrangement; or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Sponsors, and without paying, and without committing itself or the Sponsors to pay, any consideration or incur any liability or obligation without the prior written consent of the Sponsors; and

(f) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or impede the consummation of the Arrangement.

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(2) Subject to Section 4.4, the Company shall promptly, and in any event within three Business Days (or, in the case of Section 4.2(2)(a), one (1) Business Day) of each of the following, notify the Sponsors of:

(a) any change, event, occurrence, effect or circumstance which, individually or in the aggregate, constitutes or could reasonably be expected to constitute a Material Adverse Effect;

(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;

(c) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Sponsors); or

(d) any penalty, filing, actions, suits, claims, investigations, audit inquiry, assessment or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company: (i) in an amount in excess of $1.0 million, (ii) that has, or could reasonably be expected to have, a Material Adverse Effect, (iii) that, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Paragraph (27) of Schedule E or (iv) that relate to this Agreement or the Arrangement.

(3) The Company shall provide draft copies of all Definitive Documents to the Sponsors with a reasonable opportunity for the Sponsors and their counsel to review and comment on such Definitive Documents and all such Definitive Documents shall be acceptable to the Sponsors, acting reasonably, and consistent with the terms of this Agreement.

(4) Subject to Section 4.2(5), upon the earlier of the Closing or the termination of this Agreement, the Company shall, in addition to payment of any Termination Fee payable pursuant to this Agreement, reimburse the Sponsors for: (i) all reasonable fees and expenses incurred pursuant to applicable engagement letters or other agreement among the Sponsors and their advisors and in connection with the Arrangement and the transactions related thereto and the CBCA Proceedings, including, without limitation, by paying the reasonable fees and expenses of the Sponsors’ advisors charged at their standard rates, and (ii) any filing or related fees or expenses payable to a Governmental Entity in connection with a Regulatory Approval (the “Fee Reimbursement Amount”); provided, that, invoices in respect such amounts shall be delivered to the Company by the Sponsors: (a) in the case of payment of the Fee Reimbursement Amount upon Closing, at least three (3) Business Days prior to the Closing and (b) in the case of payment of the Fee Reimbursement Amount upon the termination of this Agreement, within three (3) Business Days of the delivery to the Company by the Sponsors invoices in respect of such amounts.

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(5) Notwithstanding anything set forth in Section 4.2(4), but subject in all respects to the last sentence Section 9.5(1)(b), in the event this agreement is terminated for any reason (for the avoidance of doubt other than the Closing), in no event shall the Fee Reimbursement Amount exceed $10,000,000, provided, however in the event that (a) at the time of such termination, all conditions set forth in Article 7 were satisfied or waived, other than (i) the Credit Facility Refinancing Condition and (ii) those conditions that by their terms would have been satisfied at the Closing or were capable of being satisfied at the Closing assuming the Credit Facility Refinancing was consummated, the Company shall only be required to reimburse the Sponsors for up to $2,000,000 of the Fee Reimbursement Amount; and (b) this Agreement is terminated pursuant to Section 8.2(1)(c)(i), the Company shall not be required to reimburse the Sponsor for any fees and expenses.

(6) The Company covenants and agrees to be liable to and to indemnify and save harmless each of the Sponsors, together with their respective subsidiaries and Affiliates and their respective present and former shareholders, members, partners, officers, directors, employees, auditors, advisors and agents (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, actions, proceedings, losses, costs, damages and expenses of any kind (in each case expressly excluding any liabilities, losses, costs, damages, expenses arising from the transactions contemplated under, or actions taken in compliance with, this Agreement), including, without limitation, the reasonable costs of defending against any of the foregoing, to which any Indemnified Party may become subject or may suffer or incur in any way in relation to or arising from a Third Party Claim, regardless of whether or not any such Third Party Claim is ultimately successful, and in respect of any good faith judgment or settlement which is made in respect of any such Third Party Claim in accordance with the terms hereof, provided however, the foregoing shall not include any liabilities, claims, actions, proceedings, losses, costs, damages or expenses arising out of or relating to any act or omission of an Indemnified Party that is determined to have constituted fraud, gross negligence, willful misconduct or bad faith; provided further that the Company shall not be liable to or obligated to indemnify an Indemnified Party if the Third Party Claim is in respect of a dispute between the Indemnified Parties or is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the fraud, negligence or wilful misconduct of the Indemnified Party or from a breach of its obligations in connection with this Agreement. If any Third Party Claim is asserted against any Indemnified Party or if any potential Third Party Claim contemplated hereby comes to the knowledge of any Indemnified Party, the Indemnified Party shall notify the Company as soon as reasonably possible of the nature and particulars of such Third Party Claim (provided that any failure to so notify the Company shall not affect the Company’s liability hereunder except to the extent that the Company is prejudiced thereby and then only to the extent of any such prejudice) and the Company shall, subject as hereinafter provided, be entitled (but not required) to assume at its expense the defence of any suit brought to enforce such Third Party Claim; provided that the defence of such Third Party Claim shall be conducted through legal counsel reasonably acceptable to the Indemnified Party and that no admission of liability or settlement in respect of any such Third Party Claim may be made by the Company (other than a settlement that (a) includes a full and unconditional release of the Indemnified Party without any admission or attribution of fault or liability on their

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part, and (b) does not require any Indemnified Party to pay any amount or agree to any ongoing covenants) or the Indemnified Party without, in each case, the prior written consent of the other, such consent not to be unreasonably withheld. In respect of any Third Party Claim, the Indemnified Party shall have the right to retain separate or additional counsel to act on its behalf in the defence thereof, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless (i) the Company fails to assume and diligently and actively prosecute the defence of the Third Party Claim on behalf of the Indemnified Party within ten Business Days after the Company has received notice of the Third Party Claim, (ii) the Company and the Indemnified Party shall have mutually agreed to the retention of the separate or additional counsel, or (iii) the named parties to the Third Party Claim (including any added third or impleaded party) include both the Indemnified Party and the Company, and the Indemnified Party shall have been advised by its counsel that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them, in which case the Company shall not have the right to assume the exclusive defence of the Third Party Claim and the Company shall be liable to pay the reasonable fees and expenses of the separate or additional counsel for the Indemnified Party.

Section 4.3 Sponsor Covenants Regarding the Arrangement

(1) Subject to Section 4.4, each of the Sponsors shall use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement as soon as practicable, including:

(a) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

(b) using its commercially reasonable efforts to oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

(c) using its commercially reasonable efforts to effect all necessary registrations, filing and submissions of information required by Governmental Entities from the Sponsors relating to the Arrangement;

(d) supporting, and not directly or indirectly objecting to, delaying, impeding, or taking any other action to interfere with, any foreign proceedings ancillary to the Canadian proceedings related to the Arrangement, including the Chapter 15 Proceedings (collectively, the “Ancillary Proceedings”) or any motion or other pleading filed in any Ancillary Proceeding consistent with this Agreement in furtherance of the Arrangement; and

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(e) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or impede the consummation of the Arrangement.

(2) Each of the Sponsors shall promptly notify the Company in writing of:

(a) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement; or

(b) unless prohibited by Law, any notice or other communication from any Governmental Entity in connection with this Agreement (and the Sponsors shall contemporaneously provide a copy of any such written notice or communication to the Company).

(3) Each of the Sponsors:

(a) subject to Section 6.1, shall vote or shall cause to be voted all Company Common Shares and Company Notes that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercise control:

(i) in favour of the Arrangement Resolutions at the Company Meetings and not withdraw any proxy, withdraw any voting instruction form or otherwise change its or its affiliated investment funds’ vote in respect thereof; and

(ii) against any resolution or to oppose any action proposed that could reasonably be expected to adversely affect or reduce the likelihood of the successful completion of the transactions contemplated hereby or that could impede delay or interfere with the completion of the transactions contemplated hereby and against any approval of any Acquisition Proposal not made by a Sponsor or its affiliated investment funds;

(b) shall not, and shall cause its affiliated investment funds not to, option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Company Common Shares or Company Notes that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercise control, directly or indirectly, as of the date hereof, or enter into any agreement, arrangement or understanding in connection therewith, except following the public filing of the Company Circular: (i) to any other fund or account managed by the Sponsor or its affiliated investment funds for which the Sponsor or its affiliated investment funds has sole voting and investment discretion, including sole discretionary authority to manage or administer funds and continue to exercise sole investment and voting authority with respect to the transferred Company Common Shares and/or Company Notes, (ii) to any Person provided such Person agrees to be bound by the terms of a support agreement

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substantially in the form of the Voting Support Agreement with respect to the transferred Company Common Shares and/or Company Notes and, contemporaneously with the transfer, delivers such support agreement to the Company; or (iii) with the prior written consent of the Company; provided, that notwithstanding anything to the contrary herein, (A) for the avoidance of doubt, each Sponsor and its affiliated investment funds may, subject to applicable Laws, purchase or acquire Company Notes at any time, and (B) each Sponsor and their respective affiliated investment funds may, subject to applicable Laws, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any of the Company Notes that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercises control, directly or indirectly, to the extent that, following such transfer, sale, gift, pledge, hypothecation, encumbrance or other disposition, the aggregate number of Company Common Shares or Company Notes, respectively, beneficially owned by such Sponsor and its affiliated investment funds is equal to or greater than the aggregate number of Company Common Shares and Company Notes, respectively, beneficially owned by such Sponsor and its affiliated investment funds as of the date hereof;

(i) solicit proxies, or become a participant, organize or act as part of a group in a solicitation in opposition to, or in competition with, the Arrangement Agreement or the transactions contemplated hereby;

(ii) assist any person, entity or group in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Company in connection with the Arrangement Agreement or the transactions contemplated hereby; or

(iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the Arrangement Agreement or the transactions contemplated hereby;

(d) shall not, and shall cause its affiliated investment funds not to, vote or grant to any person other than the Company, or any person designated by the Company, a proxy or power of attorney to vote, or deliver any voting instruction form, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote Company Common Shares and Company Notes that it or its affiliated investment funds beneficially own or over which it its affiliated investment funds exercise control, directly or indirectly, other than pursuant to this Section 4.3(3);

(e) subject to Section 6.1, shall deliver, or cause to be delivered, to the Company’s transfer agent, or as otherwise directed by the Company, after receipt of the Company Circular and other proxy materials, on a timely basis and in advance of any deadlines established for the submission of votes or proxies (the “Voting Deadline”) a duly executed proxy (or voting instruction form or other similar voting document, as applicable) directing that all Company Common Shares or

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Company Notes, as applicable, that it or its affiliated investment funds beneficially own or over which it or its affiliated investment funds exercise control, directly or indirectly, on the date hereof, be voted at the applicable Company Meetings in favour of the applicable Arrangement Resolution, and provide copies of all such documents or evidence of such instructions to the Company concurrently with their delivery as provided for above;

(f) hereby revokes, and agrees to cause its affiliated investment funds to revoke, any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Section 4.3(3) and agrees not to, and to cause its affiliated investment funds not to, directly or indirectly, grant or deliver any other proxy, power of attorney or voting instruction form with respect to the matters set forth in this Section 4.3(3), except as expressly required or permitted by this Section 4.3(3); and

(g) hereby waives and agrees, and to cause its affiliated investment funds to waive and agree, not to exercise, any rights of appraisal or rights of dissent that it or its affiliated investment funds may have arising in relation to the Arrangement.

Section 4.4 Regulatory Approvals

(1) As soon as reasonably practicable after the date hereof, each Party, or where appropriate, all Parties jointly, shall make (or cause to be made) all notifications, filings, applications and submissions with Governmental Entities required or advisable, and shall use their commercially reasonable efforts to obtain and maintain all Regulatory Approvals.

(2) Subject to Law, the Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals including by:

(a) providing one another with copies of all notices and information or other correspondence supplied to, filed with or received from any Governmental Entity (except for notices and information which a Party reasonably considers to be confidential or sensitive, which such Party shall provide on a “counsel only” basis);

(b) providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or advisable, in connection with obtaining the Regulatory Approvals and using their commercially reasonable efforts to ensure that such information does not contain a Misrepresentation; and

(c) keeping one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and promptly notifying each other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and not making any submissions or filings, participating in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries

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related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients.

(3) The Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis. Related thereto, the Parties, as applicable, shall promptly notify any Governmental Entity that is responsible for issuing a Regulatory Approval that it is prepared to meet by telephone or in-person at the Governmental Entity’s offices, with a view to obtaining the Regulatory Approvals on an expedited basis.

(4) If any objections are asserted with respect to the transactions contemplated by this Agreement under any Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the transactions contemplated by this Agreement as not in compliance with Law, the Parties shall use their efforts consistent with the terms of this Agreement to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date.

(5) Notwithstanding anything to the contrary herein, no Party shall be required to agree to any structural or conduct remedy or to litigate in order to obtain the Regulatory Approvals, including, without limitation, the divestiture of assets, or undertaking of any form of behavioural remedy.

Section 4.5 Sponsor Financing Commitments

(1) No Amendments to Commitment Letters. Subject to the terms and conditions of this Section 4.5(1), the Sponsors will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Commitment Letters if such amendment, modification or waiver would reasonably be expected to (a) reduce the aggregate amount of the Debt Financing to an amount below the Required Amount (unless the Equity Financing is increased by an equivalent amount); (b) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to delay or prevent funding of the Financing, or the satisfaction of the conditions to the Financing; (c) impose new or additional obligations on the Company under the Debt Commitment Letter; or (d) adversely impact in any material respect the ability of the Non-Lender Parties to enforce their rights against the other parties to the Commitment Letters or the definitive agreements with respect thereto (provided, however, that the Sponsors may cause the Debt Commitment Letter to be amended to add lenders, lead arrangers, bookrunners, syndication agents or

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similar entities who had not executed such Debt Commitment Letter as of the date hereof). Any reference in this Agreement to (1) the “Financing” will include the financing contemplated by the Apollo Equity Commitment Letter as amended or modified in compliance with this Section 4.5(1) and the GSO Equity Financing; and (2) “Apollo Equity Commitment Letter,” “Debt Commitment Letter” or “Commitment Letters” will include such documents as amended or modified in compliance with this Section 4.5(1).

(2) Taking of Necessary Actions. The Sponsors will use their reasonable best efforts to cause to be taken all actions and cause to be done all things necessary, proper and advisable to arrange and obtain the Financing on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in the Commitment Letters and any related Fee Letter, including using reasonable best efforts to: (a) cause the Non-Lender Parties to maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; (b) cause the Non- Lender Parties to negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including the “flex” provisions) contemplated by the Debt Commitment Letter and related Fee Letter; (c) cause the Non-Lender Parties to satisfy on a timely basis all conditions to funding that are applicable to the Non-Lender Parties in the Debt Commitment Letter and such definitive agreements thereto that are within their control (or, if deemed advisable by the Sponsors, cause the Non-Lender Parties to seek the waiver of conditions applicable to the Non-Lender Parties contained in such Debt Commitment Letter); (d) consummate the Financing, including using reasonable best efforts to cause the Sponsor Financing Sources to fund the Debt Financing at the Closing; (e) cause the Non-Lender Parties to comply with their obligations pursuant to the Commitment Letters; and (f) cause the Non-Lender Parties to enforce their rights pursuant to the Commitment Letters.

(3) Information. The Sponsors shall (a) upon the request of the Company, update the Company in reasonable detail on the status of its efforts to arrange the Financing; and (b) promptly provide the Company with copies of all executed amendments, modifications or waivers to any of the Commitment Letters or related Fee Letters (which may be delivered with the fee amounts, “flex” terms and other economic terms therein redacted in a customary manner so long as no redaction covers provisions related to conditionality, availability or termination of the Financing) and definitive agreements related to the Debt Financing. Without limiting the generality of the foregoing, the Sponsors shall give the Company prompt notice (i) of any material breach or default by any party to the Commitment Letters or definitive agreements related to the Financing of which the Sponsors become aware; (ii) of the receipt by the Sponsors of any written notice or communication from any Sponsor Financing Source with respect to any (A) material breach, default, termination or repudiation by any party to the Commitment Letters or any definitive agreements related to the Financing of any provisions of the Commitment Letters or such definitive agreements; or (B) dispute or disagreement between or among any parties to the Commitment Letters or any definitive agreements related to the Financing that would reasonably be expected to prevent or materially delay the Closing; and (iii) of the occurrence of an event or development that could

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reasonably be expected to adversely impact the ability of the Sponsors to obtain all or any portion of the Debt Financing necessary to fund the Required Amount on the terms and in the manner contemplated by the Debt Commitment Letter.

(4) Alternate Debt Financing. If any portion of the Debt Financing becomes unavailable on the terms and conditions (including the “flex” provisions) contemplated in the Debt Commitment Letter, then the Sponsors will provide prompt written notice of such event to the Company and use their reasonable best efforts to arrange, as promptly as practicable following the occurrence of such event, (i) alternative financing from alternative sources on terms and conditions (including conditions precedent to the funding and including the “flex” provisions) not less favourable to the Company than those contained in the Debt Commitment Letter (after taking into account any “flex” provisions included in any related Fee Letter) and in an amount sufficient to fund the Required Amount or such unavailable portion thereof, as the case may be (the “Alternate Debt Financing”); and (ii) one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letter”), which New Debt Commitment Letter will replace the existing Debt Commitment Letter in whole or in part. The Sponsors will promptly provide a copy of any New Debt Commitment Letter (and any fee letter in connection therewith, which may be delivered with the fee amounts, “flex” terms and other economic terms therein redacted in a customary manner so long as no redaction covers provisions relating to conditionality, availability or termination of the Alternate Debt Financing) to the Company. In the event that any New Debt Commitment Letter is obtained, (A) any reference in this Agreement to the “Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letter to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letter as modified pursuant to the foregoing.

(5) Enforcement. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 4.5 will require, and in no event will the reasonable best efforts of the Sponsors be deemed or construed to require the Sponsors to: (a) bring any enforcement action against any source of the Debt Financing to enforce its rights pursuant to the Debt Commitment Letter, (b) seek the Equity Financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Apollo Equity Commitment Letter or this Agreement; or (c) pay or incur any fees in excess of those contemplated by the Commitment Letters and related Fee Letters.

Section 4.6 Access to Information; Confidentiality

(1) Subject to Law, the Company shall: (a) give the Sponsors upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) senior personnel, so long as, in each case, the access does not unduly interfere with the Ordinary Course conduct of the business of the Company, and (iv) Contracts; and (b) subject to applicable Law, give the Sponsors copies of the Company’s

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monthly management reports, reports or presentations relating to the Company’s financial condition and operations, and such other financial and operating data or other information with respect to the assets or business of the Company as the Sponsors reasonably request from time to time.

(2) The Company and Apollo Sponsor agree that the term of the Apollo Confidentiality Agreement is extended until the termination of this Agreement.

(3) The Company and each GSO Sponsor agree that the term of the GSO Confidentiality Agreement is extended until the termination of this Agreement.

(4) Each Sponsor acknowledges that the applicable Confidentiality Agreement continues to apply to it and that any information provided under Section 4.6(1) that is non-public and/or proprietary in nature shall be subject to the terms of such Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, the rights (including, without limitation, the rights of each Sponsor under Section 12 of such Confidentiality Agreement) and obligations under the Confidentiality Agreement, if any, shall survive the termination of this Agreement for one (1) year; provided, however, that in the event of the termination of this Agreement the Company shall make written Public Disclosure (as defined in the Confidentiality Agreement of each Sponsor) that contains all Cleansing Information (as defined in the Confidentiality Agreement of each Sponsor) as soon as reasonably practicable and, in any event within five (5) Business Days of such termination.

(5) From the date hereof to the Effective Date, the Company shall, and shall cause its Subsidiaries to, and shall fully cooperate with the Sponsors and their Representatives for purposes of: (a) (i) collecting relevant information (including by the provision, upon reasonable notice, of all personnel and books and records of the Company and its Subsidiaries reasonably required for the purposes of assessing applicable jurisdictional legal compliance and counterparty screening), (ii) performing a risk assessment, and (iii) implementing compliance measures that are (1) reasonably designed to ensure compliance by the Company with, and to avoid or mitigate risks associated with, applicable Laws (the “Compliance Programme”) and (2) reasonably satisfactory to the Sponsors and (b) taking such other actions as may be reasonably requested by the Sponsor to ensure that (i) the Company and its Subsidiaries do not engage in any transaction or maintain or enter into any relationship that would be contrary to the Compliance Programme, and (ii) any issues related to past transactions or relationships contrary to the Compliance Programme have been addressed to the reasonable satisfaction of the Sponsors.

Section 4.7 Privacy Matters

(1) For the purposes of this Section 4.7, “Transferred Information” means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a “Recipient”) by or on behalf of another Party (a “Disclosing

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Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

(2) Each Disclosing Party acknowledges and confirms that the disclosure of Transferred Information is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated herein, and that the disclosure of Transferred Information relates solely to the carrying on of the business and the completion of the transactions contemplated herein.

(3) Each Disclosing Party covenants and agrees to, upon request, use reasonable efforts to advise the Recipient of all documented purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and all additional documented purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Law, obtained the consent of such individual to such use or disclosure.

(4) In addition to its other obligations hereunder, Recipient covenants and agrees to: (a) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions; (b) after the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (i) the Disclosing Party or Recipient have first notified such individual of such additional purpose, and where required by Laws, obtained the consent of such individual to such additional purpose, or (ii) such use or disclosure is permitted or authorized by law, without notice to, or consent from, such individual; (c) where required by law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred Information has been disclosed to Recipient; (d) return or destroy the Transferred Information, at the option of the Disclosing Party, should the transactions contemplated herein not be completed; and (e) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Laws, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

(5) Recipient shall at all times keep strictly confidential all Transferred Information provided to it, and shall instruct those employees or advisors responsible for processing such Transferred Information to protect the confidentiality of such information in a

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manner consistent with the Recipient’s obligations hereunder and according to applicable Laws.

(6) Recipient shall ensure that access to the Transferred Information shall be restricted to those employees or advisors of the respective Recipient who have a bona fide need to access such information in order to complete the transactions contemplated herein.

Section 4.8 Public Communications

The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders or Company Noteholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed), provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Company acknowledges that, as of the date hereof, it does not believe that the Company Common Share and Company Note holdings of the individual Sponsors are required by applicable Law to be disclosed by the Company in connection with this Agreement or the Arrangement; provided, however, that the Company is required by applicable Law to disclose the aggregate holdings of the Sponsors.

Section 4.9 Notice and Cure Provisions

(1) Each Party shall promptly notify the other Parties of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any respect at any time from the date of this Agreement to the Effective Time;

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement; or

(2) Notification provided under this Section 4.9 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(3) No Sponsor may elect to exercise its right to terminate this Agreement pursuant to Section 8.2(1)(d)(i) or Section 8.2(1)(d)(ii) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 8.2(1)(c)(i), unless the Party or

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Parties seeking to terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party or Parties (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of: (a) the Outside Date, and (b) if such matter has not been cured by the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party, such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meetings, unless the Parties agree otherwise, the Company shall postpone or adjourn the Company Meetings to the earlier of (y) five (5) Business Days prior to the Outside Date and (z) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party.

Section 4.10 Insurance and Indemnification

(1) Prior to the Effective Date, the Company shall purchase customary “tail” or “run-off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, provided that the Sponsors shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the aggregate cost therefor does not exceed 200% of the annual premiums currently in effect, and the Company and its Subsidiaries shall maintain such tail or run-off policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date.

(2) From and after the Effective Date, the Sponsors shall cause the Company and its Subsidiaries to honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date. The provisions of this Section 4.10 shall be binding, jointly and severally, on all successors of the Sponsors.

(3) If the Company or any of its Subsidiaries or any of their respective successors or assigns: (a) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (b) transfers all or substantially all of its properties and assets to any Person, the Sponsors shall, from and after the Effective Date, ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.10.

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Section 4.11 Company Director and Governance Matters

The Company shall use its commercially reasonable efforts to cause to be delivered to the Company on the Effective Date resignations of the members of the Board, effective upon the consummation of the Continuance and Domestication. The Company and the Sponsors will use their commercially reasonable efforts to identify the replacement members of the Board, including in accordance with the Governance Term Sheet, prior to the mailing of the Meeting Materials.

Section 4.12 Financing Matters

(1) Cooperation. The Company will use its reasonable best efforts, and will cause each of its Subsidiaries to use its respective reasonable best efforts, to provide the Sponsors with all cooperation reasonably requested by the Sponsors to assist them in causing the conditions in the Debt Commitment Letter to be satisfied or as is otherwise reasonably requested by the Sponsors in connection with the Sponsors obtaining the Debt Financing, including:

(a) participating (and causing senior management and Representatives of the Company to participate) in a reasonable number of meetings, calls, presentations, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with rating agencies, in each case at mutually convenient times and locations;

(b) assisting the Sponsors and the Sponsors Financing Sources with the timely preparation of customary rating agency presentations, bank information memoranda and similar documents required in connection with the Debt Financing;

(c) assisting the Sponsors with the preparation of pro forma financial information and pro forma financial statements to the extent required by applicable Canadian securities Laws and regulations or necessary or reasonably requested by the Sponsors or the Sponsor Financing Sources, it being agreed that the Company will not be required to provide any information or assistance relating to (i) the proposed aggregate amount of debt financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt financing or (ii) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing;

(d) executing and delivering (but not prior to the Closing) any pledge and security documents, account control agreements, currency or interest hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by the Sponsors or the Sponsor Financing Sources (including, without limitation a certificate of the chief financial officer of the Company with respect to solvency matters in the form set forth as an annex to the Debt Commitment Letter, a borrowing request and VCOC information letters) and otherwise reasonably facilitating the pledging of

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collateral and the granting of security interests in respect of the Debt Financing, it being understood that such documents will not take effect until the Effective Time;

(e) informing the Sponsors if the chief executive officer, chief financial officer, treasurer or controller of the Company or any member of the Board shall have actual knowledge of any facts as a result of which a restatement of any financial statements to comply with IFRS is probable;

(f) cooperating with the Sponsors to obtain customary and reasonable landlord waivers and non-estoppels as reasonably requested by the Sponsors;

(g) (i) delivering notices of prepayment, notices of redemption and/or notices of discharge (and, in each case, any related officers certificates or opinions) within the time periods required by the Credit Agreement, and (ii) arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered to the Sponsors in respect of the termination of the Credit Facility no later than three (3) Business Days prior to the Effective Date, and giving all other necessary notices, to allow for the payoff, discharge and termination in full at the Closing of the Credit Facility;

(h) providing authorization letters to the Sponsor Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Sponsor Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or securities;

(i) furnishing to the Sponsors and the Sponsor Financing Sources (i) the unaudited consolidated balance sheet and the related unaudited statements of income and cash flows of the Company as of the end of a fiscal quarter within 45 days after the end of any such quarter that is not a fiscal year end, (ii) the audited consolidated balance sheet and the related audited statements of income and cash flows of the Company as of the end of a fiscal year within 90 days after the end of such fiscal year, and (iii) with the unaudited condensed statement of income and “flash reports” prepared by management as of the end of a month, it being understood that the Company provides full financial statements each quarter and fiscal year end, but only condensed income statements on a monthly basis within 22 calendar days after non-quarter end month, within 29 calendar days after a quarter end month and that is not a fiscal year end and within 58 calendar days after a fiscal year end;

(j) requesting that its independent auditors to (i) provide, consistent with customary practice, reasonable assistance to the Sponsors in connection with the preparation of pro forma financial statements and information and (ii) attend accounting due diligence sessions;

(k) taking all corporate and other actions, subject to the occurrence of the Effective Date, reasonably requested by the Sponsors to (i) facilitate the consummation of

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the Debt Financing (including distributing the proceeds of the Debt Financing, if any, obtained by any of its Subsidiaries to the Company); and (ii) cause the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Company or any of its Subsidiaries concurrently with or immediately following the Effective Time; and

(l) providing the Sponsors and the Sponsor Financing Sources at least five (5) Business Days prior to the Closing with all documentation and other information about the Company and its Subsidiaries as is reasonably requested by the Sponsors at least ten (10) Business Days prior to the Effective Date relating to applicable “know your customer” and anti-money laundering rules and regulations.

(2) Obligations of the Company. Nothing in this Section 4.12 will require the Company or any of its Subsidiaries to: (a) agree to pay any fees or reimburse any expenses prior to the Effective Time for which it has not received prior reimbursement; (b) enter into any definitive agreement that is not contingent on the Effective Time; (c) give any indemnities in connection with the Debt Financing that are effective prior to the Effective Time; or (d) take any action that, in the good faith determination of the Company, (i) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (ii) in respect of which the Company believes, in good faith, it would not be indemnified in accordance with Section 4.12(6) (including as a result of the limitations on liability in Section 9.5) or (iii) create an unreasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries. In addition, (A) no action, liability or obligation of the Company, any of its Subsidiaries or any of their respective Representatives pursuant to any certificate, agreement, arrangement, document or instrument relating to the Debt Financing (other than customary representation letters and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing)) will be effective until the Effective Time and (B) neither the Company nor any of its Subsidiaries will be required to take any action pursuant to any certificate, agreement, arrangement, document or instrument (other than customary representation letters and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing)) that is not contingent on the occurrence of the Closing or that must be effective prior to the Effective Time. Nothing in this Section 4.12 will require (1) any Representative of the Company or any of its Subsidiaries to deliver any certificate or opinion or take any other action under this Section 4.12 that could reasonably be expected to result in personal liability to such Representative; (2) the pre-Closing Board to approve any financing or Contracts related thereto prior to the Closing; (3) the Company and its Subsidiaries to take any action that would (i) conflict with or violate its organizational documents or any applicable Laws or (ii) result in, prior to the Closing, a violation or breach of, or default under, any agreement to which the Company or any of it is Subsidiaries is a party, in the case of this clause (ii), if such violation, breach or default would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; and (4) the Company

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and its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or which would result in such information no longer having the benefit or potential benefit of solicitor client privilege.

(3) Updates. The Sponsors may, to most effectively access the financing markets, require the cooperation of the Company and its Subsidiaries under this Section 4.12 at any time, and from time to time and on multiple occasions, between the date hereof and the Effective Date.

(4) Use of Logos. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing so long as such logos are used (i) solely in a manner that is not intended to or likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries; (ii) solely in connection with the transactions contemplated by this Agreement (including, but not limited to, the Financing); and (iii) in a manner consistent with the other terms and conditions that the Company reasonably imposes.

(5) Confidentiality. All non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Agreement will be kept confidential in accordance with the Confidentiality Agreements, except that the Sponsors will be permitted to disclose such information to any Sponsor Financing Sources or prospective financing sources and other financial institutions and investors that are or may become parties to the Debt Financing (and to their respective counsel and auditors) so long as such Persons (i) agree to be bound by the Confidentiality Agreements as if parties thereto; or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary.

(6) Indemnification. The Company, its Subsidiaries and its and their respective Representatives will be indemnified and held harmless by the Sponsors from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties and amounts paid in settlement suffered or incurred by them in connection with their cooperation in arranging the Debt Financing pursuant to this Agreement or the provision of information utilized in connection therewith (other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of the Company and its Subsidiaries or, in each case, their respective Representatives).

Section 4.13 MMGSA Note Matters

(1) The Company, in consultation with the Sponsors, shall take all actions reasonably requested or required to effect the MMGSA Note Redemption pursuant to the applicable provisions of the MMGSA Note Indenture. Without limiting the generality of the foregoing, the Company shall prepare all necessary and appropriate documentation in accordance with the terms of the MMGSA Note Indenture, including all required officer’s certificates, notices of redemption and opinions of counsel that may be required in connection with the MMGSA Note Redemption (collectively, the “MMGSA Note Redemption Documents”). The Parties shall, and shall cause their respective Representatives and Subsidiaries to, reasonably cooperate with each other in the

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preparation of any MMGSA Note Redemption Documents. The MMGSA Note Redemption Documents shall be subject to the prior review of, and comment by, the Sponsors and their counsel, and shall be acceptable to them, acting reasonably.

(2) At the time of the Closing, the amount of cash necessary for the Company to consummate the MMGSA Note Redemption shall have been funded to the MMGSA Note Trustee as required by the MMGSA Note Indenture.

Section 4.14 TSX Delisting and Reporting Issuer Status

The Company and the Sponsors shall use their commercially reasonable efforts to: (a) take such actions and file such applications prior to the Effective Date as are reasonably necessary to cause the Company Common Shares and the New Company Common Shares to be de-listed from the TSX promptly (and in no event more than ten (10) days) following Closing; and (b) take such actions and file such applications prior to the Effective Date as are reasonably necessary to cause the Company to cease to be a reporting issuer in each province and territory of Canada promptly following the Closing.

Section 4.15 Pre-Acquisition Reorganization

(1) Subject to Section 4.15(2), the Company agrees that, upon request of the Sponsors, the Company shall: (a) perform the reorganizations set forth in Section 4.15(1) of the Company Disclosure Letter and (b) perform such other reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Sponsors may request, acting reasonably (the reorganizations set forth in the immediately foregoing clauses (a) and (b), the “Pre-Acquisition Reorganization”), and (c) cooperate with the Sponsors and its advisors to determine the nature of the Pre- Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.

(2) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.15(1) unless such Pre-Acquisition Reorganization:

(a) can be completed within three (3) Business Days of the Effective Date or in conjunction with the Arrangement;

(b) is not prejudicial to the Company, the Company Shareholders, the lenders under the Credit Facility, Sponsor Financing Sources, the Company Noteholders or the MMGSA Noteholders, in any respect; and

(c) does not impair the ability of the Company to consummate, and will not materially delay the consummation of, the Arrangement.

(3) The Sponsors must provide written notice to the Company of any proposed Pre- Acquisition Reorganization at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Sponsors shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give

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effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement.

(4) Each of the Sponsors agrees that it shall be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at the Sponsors’ request and indemnify and save harmless the Company and its Affiliates from and against any and all liabilities, losses, damages, claims, costs, Taxes, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract).

Section 4.16 Continuance and Domestication.

(1) Prior to the Effective Time, the Company shall use commercially reasonable efforts to (subject only to the completion of the Arrangement) prepare for and assist the Sponsors in connection with the continuance of the Company out of the laws of Canada pursuant to Section 187 of the CBCA (the “Continuance”) and the domestication of the Company under the laws of the State of Delaware pursuant to Section 388 of the General Corporation Law of the State of Delaware (or such other jurisdiction designated by the Sponsors) immediately following the Effective Time (the “Domestication” and, together with the Continuance, the “Continuance and Domestication”), including: (a) cooperating with the Sponsors in preparing and finalizing all documentation required for the Continuance and Domestication; and (b) proceeding with and diligently prosecuting any necessary consents and approvals from Governmental Entities or other third parties. The Parties acknowledge and agree that the Continuance and Domestication is intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.

Section 4.17 Put Option Payment.

(1) The Company and the Sponsors hereby acknowledge and agree that, in consideration for the agreement by the Sponsors to fund the amounts contemplated in Section 2.10(1) and Section 2.10(2), including up to the Maximum New Capital Offering Amount (as defined in the Plan of Arrangement) in connection with the New Capital Offering (as defined in the Plan of Arrangement), immediately following the Continuance and Domestication, the Company shall issue to (a) the Apollo Sponsor, 7,284,441 shares of common stock, par value $0.01, of the Company, and (b) the GSO Sponsors, 5,215,559 shares of common stock, par value $0.01, allocated and distributed on a pro rata basis in proportion to the GSO Pro Rata Share of each such GSO Sponsor (the amounts set forth in the immediately foregoing clauses (a) and (b), the “Put Option Payment”).

(2) The Company covenants and agrees that (i) the amount of the Put Option Payment shall be owing as of the Effective Date and shall be satisfied immediately following the Continuance and Domestication; (ii) that the Put Option Payment shall not be

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refundable under any circumstance or creditable against any other amount paid or to be paid in connection with this Agreement, any of the transactions contemplated by this Agreement or otherwise; (iii) that the Put Option Payment shall be issued without setoff or recoupment and shall not be subject to defense or offset on account of any claim, defense or counterclaim; (iv) that the Put Option Payment shall be issued free and clear of and without deduction for any and all applicable taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto; and (v) to treat the Put Option Payment for U.S. federal income tax purposes as a premium for an option to put common shares of the Company up to an amount equal to the Maximum New Capital Offering Amount (as defined in the Plan of Arrangement) to the Sponsors unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code. For the avoidance of doubt, if the Closing does not occur for any reason, the Company shall not be liable for, and shall have no obligation in respect of, the Put Option Payment, which shall only be issued upon, and subject to, the Closing.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation

(1) Except as otherwise provided in this Article 5, from and after the date of this Agreement until the earlier of the Effective Time or the date upon which this Agreement is terminated pursuant to Section 8.2, the Company shall not, directly or indirectly, through any Representatives, and shall not permit any such Person to:

(a) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of Contract, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) participate in any discussions or negotiations with any Person (other than a Sponsor) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal, provided that the Company may (i) communicate with any Person who has made an unsolicited Acquisition Proposal for the purposes of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such proposal would constitute a Superior Proposal and (ii) advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal;

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disclosed, Acquisition Proposal for a period of no more than three (3) Business Days following the announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such three (3) Business Day period); or

(e) enter into or publicly propose to enter into any Contract in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement in accordance with Section 5.3(d)).

(2) From and after the date of this Agreement until the earlier of the Effective Time or the date upon which this Agreement is terminated pursuant to Section 8.2, the Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than any Sponsor) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall:

(a) discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of the Company or any Subsidiary; and

(3) The Company represents and warrants, covenants and agrees that: (a) it shall take all commercially reasonable action to enforce each confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party; and (b) neither the Company, nor any Subsidiary nor any of their respective Representatives have released or will, without the prior written consent of the Sponsors, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party (it being acknowledged by the Sponsors that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)).

Section 5.2 Notification of Acquisition Proposals

From and after the date of this Agreement, if the Company or any of its Subsidiaries or any of their respective Representatives, receives any inquiry, proposal or offer that constitutes

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or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary, the Company shall: (a) immediately notify the Sponsors, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person); and (b) at the reasonable request of the Sponsors, shall keep the Sponsors reasonably informed of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to the terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3 Responding to an Acquisition Proposal

From and after the date of this Agreement and notwithstanding Section 5.1(1) through Section 5.1(3), inclusive, or any other agreement between the Parties or between the Company and any other Person, if at any time, prior to obtaining the Required Securityholder Approvals, the Company receives any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, the Company may enter into, engage and participate in, facilitate and maintain, discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if:

(a) the Board first determines in good faith, after consultation with the Company’s financial advisor(s) and outside legal counsel, that (i) such inquiry, proposal or offer constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (notwithstanding that such inquiry, proposal offer may be subject to a financing and/or due diligence condition at such time), and (ii) failure to enter into, engage and participate in, facilitate and maintain, discussions or negotiations with, and otherwise cooperate with and assist, such Person would be inconsistent with its fiduciary duties;

(c) such inquiry, proposal or offer did not result from a breach by the Company of its obligations under this Article 5 and any such copies, access or disclosure provided to such Person shall have already been (or simultaneously be) provided to the Sponsors; and

(d) prior to providing any such copies, access, or disclosure, the Company enters into an Acceptable Confidentiality Agreement with such Person.

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Section 5.4 Right to Match

(1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Securityholder Approvals, the Board may, subject to compliance with Section 9.2, enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction;

(b) such Acquisition Proposal did not result from a material breach by the Company of its obligations under this Article 5;

(d) the Company has provided the Sponsors with a copy of the proposed definitive agreement for the Superior Proposal;

(f) during any Matching Period, the Sponsors have had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) if the Sponsors have offered to amend this Agreement and the Arrangement under Section 5.4(2), the Board has determined in good faith, after consultation with the Company’s financial advisor(s) and outside legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by the Sponsors under Section 5.4(2);

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(i) prior to, or concurrently with, entering into such definitive agreement the Company terminates this Agreement pursuant to Section 8.2(1)(c)(ii) and pays the Termination Fee pursuant to Section 9.2(3)(b).

(2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review any offer made by the Sponsors under Section 5.4(1)(g) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously determined to constitute a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Sponsors to make such amendments to the terms of this Agreement and the Arrangement as would enable the Sponsors to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Sponsors and the Company, and the Sponsors shall amend this Agreement to reflect such offer made by the Sponsors, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(3) Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Sponsors shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the Sponsors received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company.

(4) The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or if the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal, as the case may be. The Company shall provide the Sponsors and their respective outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall give reasonable consideration to any comments thereon.

(5) If the Company provides a Superior Proposal Notice to the Sponsors within seven (7) days of the Company Meetings, the Company may adjourn or postpone the Company Meetings to a date that is not more than five (5) Business Days after the scheduled date of the Company Meetings.

(6) Nothing in this agreement shall prevent the Board from complying with Part 2 — Division 3 of National Instrument - 62-104 Take Over Bids and Issuer Bids of the Canadian Securities Administrators and similar provisions under applicable Securities Laws relating to the provision of directors’ circulars in respect of an Acquisition Proposal that is not a Superior Proposal.

(7) Each of the Sponsors agrees that all information that may be provided to it by the Company with respect to any actual or contemplated Superior Proposal pursuant to this Article 5 shall be treated as if it were “Confidential Information” as that term is defined in their respective Confidentiality Agreements and shall not be disclosed or used except

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in accordance with the provisions of such applicable Confidentiality Agreement, in accordance with Section 4.6(4), or in order to enforce their rights under this Agreement in legal proceedings.

Section 5.5 Breach by Subsidiaries and Representatives

The Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5. Any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or Representatives is deemed to be a breach of this Article 5 by the Company.

ARTICLE 6

CONDITIONS TO SUPPORT OBLIGATIONS

Section 6.1 Conditions Precedent to Sponsors’ Support Obligations

The obligations of each Sponsor pursuant to Section 4.3(3)(a) and Section 4.3(3)(e) shall be subject to the satisfaction of the following conditions prior to the date that is 10 Business Days prior to the Voting Deadline, each of which, if not satisfied prior to date that is ten Business Days prior to the Voting Deadline, can only be waived by each such Sponsor (provided that such conditions shall not be enforceable by a Sponsor if any failure to satisfy such conditions results from an action, error or omission by or within the control of such Sponsor seeking enforcement):

(1) Definitive Documents. The Interim Order, the Plan of Arrangement and all other Definitive Documents filed or distributed by or on behalf of the Company in the CBCA Proceedings up to the date that is 10 Business Days prior to the Voting Deadline, shall contain terms and conditions consistent in all material respects with this Agreement and shall otherwise be acceptable to the Sponsors, acting reasonably and in a manner consistent with this Agreement.

(2) Representations and Warranties. The representations and warranties of the Company:

(a) that are set forth in paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], (14) [Absence of Certain Changes or Events], (34) [Financial Advisor Opinion], (35) [Brokers] and (42) [Other Agreements] of Schedule E were true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of the date that is 10 Business Days prior to the Voting Deadline as if made at such time,

(b) that are set forth in paragraphs (4) [Governmental Authorization], (5) [Non-Contravention], (37) [Money Laundering], (38) [Export Controls], (39) [Sanctions] and (40) [Anti-Corruption] of Schedule E were true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the date of this Agreement and are true and correct in all material respects as of the date that is 10 Business Days prior to the Voting Deadline as if made at such time,

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(c) that are set forth in subparagraphs (a) through (f), inclusive, of paragraph (6) [Capitalization] of Schedule E were true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and are true and correct in all respects (other than de minimis inaccuracies) as of the date that is 10 Business Days prior to the Voting Deadline as if made at such time, and

(d) other than those to which Section 6.1(2)(a), Section 6.1(2)(b) or Section 6.1(2)(c) applies, were true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the date of this Agreement and are true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the date that is 10 Business Days prior to the Voting Deadline as if made at such time, except, in the case of this clause (d), where the failure to be so true and correct in all respects, individually or in the aggregate, would not result in a Material Adverse Effect,

except, in each case, for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Company has delivered a certificate confirming same to the Sponsors, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Sponsors and dated the date that is 10 Business Days prior to the Voting Deadline.

(3) Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the date that is 10 Business Days prior to the Voting Deadline.

(4) Illegality. As of the date that is 10 Business Days prior to the Voting Deadline, no Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Sponsors from consummating the Arrangement (other than a Law relating to a regulatory approval that is not a Regulatory Approval).

ARTICLE 7

CONDITIONS TO THE ARRANGEMENT

Section 7.1 Mutual Conditions Precedent

(1) Arrangement Shareholder Resolution. The Arrangement Shareholder Resolution has been approved and adopted by the Company Shareholders at the Company Shareholder Meeting in accordance with the Interim Order.

(2) Arrangement Noteholder Resolution. The Arrangement Noteholder Resolution has been approved and adopted by the Company Noteholders at the Company Noteholder Meeting in accordance with the Interim Order.

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(3) Interim and Final Order. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to the Company or any Sponsor, each acting reasonably, on appeal or otherwise.

(4) Regulatory Approvals. Each of the Regulatory Approvals has been received and is in force and has not been modified.

(5) Articles of Arrangement. The Articles of Arrangement to be sent to the Director under the CBCA in accordance with this Agreement shall be in a form and content satisfactory to the Company and the Sponsors, each acting reasonably.

(6) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Sponsors from consummating the Arrangement (other than a Law relating to a regulatory approval that is not a Regulatory Approval).

(7) Chapter 15 Recognition. The U.S. Court has entered the U.S. Recognition Order, and such order has not been set aside or modified in a manner unacceptable to the Company or any Sponsor, each acting reasonably, on appeal or otherwise.

(8) Credit Facility Refinancing. The Debt Commitment Letter shall not have been terminated and the Sponsors shall be satisfied, acting reasonably, that the Credit Facility Refinancing and the funding of the Debt Financing in a manner consistent in all material respects with the terms and conditions of the Debt Commitment Letter shall occur prior to or concurrently with the Closing (the “Credit Facility Refinancing Condition”).

(9) Continuance and Domestication. The Continuance and Domestication Resolution has been approved and adopted by the Company Shareholders at the Company Shareholder Meeting and arrangements reasonably satisfactory to the Sponsors for the Continuance and Domestication shall have been made.

Section 7.2 Additional Conditions Precedent to the Obligations of the Sponsors

(1) Representations and Warranties. The representations and warranties of the Company:

(a) that are set forth in paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], (14) [Absence of Certain Changes or Events], (34) [Financial Advisor Opinion], (35) [Brokers] and (42) [Other Agreements] of Schedule E were true and correct in all respects as of the date of this Agreement and are true and correct in all respects as of Effective Time as if made at such time,

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(c) that are set forth in subparagraphs (a) through (f), inclusive, of paragraph (6) [Capitalization] of Schedule E were true and correct in all respects (other than de minimis inaccuracies) as of the date of this Agreement and are true and correct in all respects (other than de minimis inaccuracies) as of the Effective Time as if made at such time, and

(d) other than those to which Section 7.2(1)(a), Section 7.2(1)(b) or Section 7.2(1)(c) applies, were true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the date of this Agreement and are true and correct in all respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) as of the Effective Time as if made at such time, except, in the case of this clause (d), where the failure to be so true and correct in all respects, individually or in the aggregate, would not result in a Material Adverse Effect,

(2) Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Date, and has delivered a certificate confirming same to the Sponsors, executed by two (2) senior officers of the Company (in each case without personal liability) addressed to the Sponsors and dated the Effective Date.

(3) Dissent Rights. The aggregate number of Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn as at 5:00 p.m. on the Determination Date shall not exceed five per-cent (5%) of the issued and outstanding Company Common Shares.

(4) MMGSA Note Redemption. The MMGSA Note Redemption shall have occurred substantially concurrently with Closing pursuant to the terms of this Agreement.

(5) Material Adverse Effect. Since the date of this Agreement there shall not have occurred any Material Adverse Effect.

(6) Definitive Documents. Each of the Definitive Documents shall contain terms and conditions consistent in all material respects with this Agreement.

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(7) Fees and Expenses. The Sponsors shall have been reimbursed the reasonable fees and expenses, in accordance with Section 4.2(4) of this Agreement and applicable engagement letters among the Sponsors and their advisors, including amounts in respect of an estimate of any fees and expenses expected to be incurred up to and following completion of the Arrangement, provided the Sponsors shall have advised the Company of those expenses at least five (5) Business Days prior to the Effective Date.

(8) Governance. The Company shall have entered into, executed, delivered, and filed, as applicable, any organizational and governance documents necessary to reflect the terms of the Governance Term Sheet, including a fully executed securityholders agreement entered into by and among the Company and each of the Sponsors reflecting the Governance Term Sheet, in each case, which organizational, governance, and securityholders agreements shall be in form and substance acceptable to the Sponsors, acting reasonably.

Section 7.3 Additional Conditions Precedent to the Obligations of the Company

(1) Representations and Warranties. The representations and warranties of each of the Sponsors were true and correct in all material respects as of the date of this Agreement and are true and correct as of the Effective Time except to the extent that the failure or failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede the completion of the transactions contemplated by this Agreement, and each of the Sponsors has delivered a certificate confirming same to the Company, executed by two (2) senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

(2) Performance of Covenants. Each of the Sponsors has fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time except to the extent that the failure or failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not materially impede the completion of the transactions contemplated by this Agreement, and each of the Sponsors has delivered a certificate confirming same to the Company, executed by two (2) senior officers thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

Section 7.4 Satisfaction of Conditions

The conditions precedent set out in Section 7.1, Section 7.2 and Section 7.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director.

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ARTICLE 8

TERM AND TERMINATION

Section 8.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with its terms.

Section 8.2 Termination

(1) This Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or

(b) the Company or any Sponsor, if:

(i) the Required Securityholder Approvals are not obtained at the Company Meetings in accordance with the Interim Order, provided that a Sponsor may not terminate this Agreement pursuant to this Section 8.2(1)(b)(i) if the failure to obtain the Required Securityholder Approvals has been caused by, or is a result of, a breach by such Sponsor of any of its representations or warranties or the failure of such Sponsor to perform any of its covenants or agreements under this Agreement;

(ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Company or any Sponsor from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party seeking to terminate this Agreement pursuant to this Section 8.2(1)(b)(ii) has used its commercially reasonable efforts to (to the extent within its control), as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 8.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of any Sponsor under this Agreement occurs that would cause any condition in Section 7.3(1) [Sponsors Representations and Warranties Condition] or Section 7.3(2) [Sponsors

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Performance of Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date in accordance with the terms of Section 4.9(3); provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 7.2 not to be satisfied; or

(ii) prior to obtaining the Required Securityholder Approvals, the Board authorizes the Company to enter into a definitive written agreement with respect to a Superior Proposal, provided the Company is then in compliance with Article 5 in all material respects and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 9.2(3)(b).

(d) any Sponsor if:

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in (x) Section 7.2(1) [Company Representations and Warranties Condition] or (y) Section 7.2(2) [Company Performance of Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.9(3); provided that no Sponsor is then in breach of this Agreement so as to cause any condition in Section 7.3 not to be satisfied;

(ii) the milestones set forth in Section 2.1 (as may be extended or amended) have not been met;

(iii) the Board fails to recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so, or fails to publicly reaffirm within three (3) Business Days after having been requested in writing by the Sponsors to do so, the Board Recommendation, or takes no position or a neutral position with respect to an Acquisition Proposal for more than three (3) Business Days after the first public announcement of an Acquisition Proposal (a “Change in Recommendation”); or

(iv) there has occurred a Material Adverse Effect after the date of this Agreement.

Section 8.3 Effect of Termination/Survival

If this Agreement is no longer effective or is terminated pursuant to Section 8.1 or Section 8.2, this Agreement shall immediately become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement (other than as set forth in Section 9.5 and subject to the limitations set forth therein), each Party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement and

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any of the Definitive Documents, as applicable (including any and all tenders, votes, and consents), and there shall be no liability (other than as set forth in Section 9.5 and subject to the limitations set forth therein) or obligation on the part of any Party hereto, except that: (a) in the event the Agreement is no longer effective under Section 8.1 as a result of the Closing occurring, then those covenants that by their terms are to survive Closing shall survive in accordance with their terms (other than Section 4.15(4)); and (b) in the event of termination under Section 8.2, then Section 2.5(5), Section 2.5(6), Section 4.2(4), Section 4.2(5), Section 4.2(6), Section 4.12(6), Section 4.15(4), this Section 8.3 and Section 9.2 through to and including Section 9.17, and the provisions of the Confidentiality Agreements shall survive in accordance with their terms.

ARTICLE 9

GENERAL PROVISIONS

Section 9.1 Amendments

This Agreement, the Plan of Arrangement, and the Definitive Documents may, at any time and from time to time before or after the holding of the Company Meetings but not later than the Effective Time, be amended, modified, waived, restated, or supplemented by mutual written agreement of each of the Parties. Any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;

(b) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

(c) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

(d) modify any mutual conditions contained in this Agreement.

Notwithstanding anything in this Agreement to the contrary, Section 9.7, Section 9.11(4) and Section 9.17 and this sentence of this Section 9.1 (and any provision of this Agreement to the extent an amendment, modification, waiver or termination of such provision would modify the substance of any of such provisions) may not be amended, modified, waived or terminated in a manner that impacts or is adverse in any respect to any of the Sponsor Financing Sources without the prior written consent of the Sponsor Financing Sources that as of the date of such amendment are providing the Debt Financing.

Section 9.2 Termination Fee

(1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay 58.27553% of the Termination Fee to Apollo Sponsor and 41.72447% of the Termination Fee to GSO Capital, LP, for distribution to each of the GSO Sponsors, in each case in accordance with Section 9.2(3).

(2) For the purposes of this Agreement, “Termination Fee” means C$1,500,000, and “Termination Fee Event” means the termination of this Agreement:

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(a) by any Sponsor, pursuant to Section 8.2(1)(d)(iii) [Change in Recommendation];

(b) by the Company pursuant to Section 8.2(1)(c)(ii) [Superior Proposal];

(c) by the Company or any Sponsor pursuant to Section 8.2(1)(b)(i) [Failure of Securityholders to Approve] or Section 8.2(1)(b)(iii) [Effective Time not prior to Outside Date], or by any Sponsor pursuant to Section 8.2(1)(d)(i) [Breach of Reps and Warranties or Covenants by Company] (solely in respect of clause (y) thereof), if:

(i) prior to such termination, an Acquisition Proposal is publicly announced (or, in the case of a termination pursuant to Section 8.2(1)(d)(i) only, otherwise communicated to the Company) by any Person (other than any Sponsor or any of its Affiliates) or any Person (other than any Sponsor or any of its Affiliates) shall have publicly announced an intention to do so; and

(ii) within one (1) year following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a contract in respect of such Acquisition Proposal, and an Acquisition Proposal is later consummated (whether or not within one (1) year after such termination).

For purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50%” or more.

(3) The Termination Fee shall be paid by the Company as follows, by wire transfer of immediately available funds:

(a) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 9.2(2)(a), within three (3) Business Days of the occurrence of such Termination Fee Event;

(b) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 9.2(2)(b), concurrently with such termination;

(c) if a Termination Fee Event occurs due to a termination of this Agreement described in Section 9.2(2)(c) and the other requirements of Section 9.2(2)(c) are met, on the consummation of the Acquisition Proposal referred to in Section 9.2(2)(c).

(4) Any Termination Fee payable by the Company pursuant to this Agreement shall be paid free and clear of and without deduction or withholding for, or on account of, any present or future Taxes, except as required by applicable Law.

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(5) The Company acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Sponsors would not enter into this Agreement, and that the amounts set out in this Section 9.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Sponsors will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty.

(6) If the Company fails to promptly pay any amount due pursuant to Section 9.2(2) and, in order to obtain such payment, any Sponsor commences an Action that results in a judgment against the Company for the amount set forth in Section 9.2(2) or any portion thereof, then the Company will pay or cause to be paid to the Sponsors, the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of the Sponsors in connection with such Action, together with interest on such amount or portion thereof at an annual rate equal to the prime rate, or a lesser rate that is the maximum permitted by applicable Law.

(7) For greater certainty, the Company shall not be obligated to pay the Termination Fee more than once, in the aggregate, under this Section 9.2 if more than one Termination Fee Event occurs.

Section 9.3 Notices

(a) to the Company at:

Mood Media Corporation

1703 W. 5th St., Suite 600

Austin, Texas, USA

78703

Attention:	Steve Richards, President and Chief Executive Officer
Email:	steve.richards@moodmedia.com

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with a required copy to:

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario, Canada

M5L 1B9

Attention:		Jeffrey M. Singer / J.R. Laffin
Email:		jsinger@stikeman.com / jrlaffin@stikeman.com

(b) to the Sponsors at:

AP Mixtape Holdings, L.P.

c/o Apollo Global Management, LLC

9 West 57th Street

43rd Floor

New York, New York, United States

10019

Attention:		David Sambur / John Suydam
Email:		sambur@apollolp.com /jsuydam@apollolp.com

and

FS Investment Corporation

FS Investment Corporation II

Cobbs Creek LLC

Juniata River LLC

Race Street Funding LLC

Blackstone / GSO Strategic Credit Fund

c/o GSO / Blackstone Debt Funds Management LLC

345 Park Avenue, 31st Floor

New York, New York, United States 10154

Attention:		Eric Nadan
Email:		eric.nadan@gsocap.com / gsovaluationsgroup@gsocap.com

with a required copy to:

Goodmans LLP

333 Bay Street, Suite 3400

Toronto, Ontario, Canada

M5H 2S7

Attention:		Michael Partridge / Brendan O’Neill

Email:		mpartridge@goodmans.ca / boneill@goodmans.ca

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and

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York, United States

10019-6064

Attention:		Ross A. Fieldston / Jeffrey D. Saferstein

Email:		rfieldston@paulweiss.com / jsaferstein@paulweiss.com

Section 9.4 Several Liability; Acknowledgments.

(1) If a term is used in this Agreement to refer to more than one (1) Party, then unless otherwise specified in this Agreement: (a) an obligation of those Parties is several and neither joint nor joint and several; (b) a right of those Parties is held by each of them severally; (c) any other reference to that Party or term is a reference to each of those Parties separately, such that a representation, warranty or covenant relates to each of them separately; (d) nothing contained herein, and no action taken by any Sponsor pursuant hereto shall be deemed to constitute the Sponsors as a partnership, an association or joint venture of any kind, or create a presumption that the Sponsors are in any way acting other than in their individual capacities; and (e) none of the Sponsors shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby.

(2) Each Sponsor acknowledges that: (a) no other Sponsor will be acting as agent of such Sponsor in connection with monitoring such Sponsor’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any the other documents to be entered into in connection with the consummation of the Arrangement; and (b) any approval, waiver, or consent required by this Agreement or any Definitive Document that by its terms requires approval, waiver, or consent of either the Sponsor or the Sponsors shall require the approval, waiver, or consent of each of the Sponsors.

(3) Without limiting the generality of Section 9.4(1): (a) the agreements, representations and obligations of the Sponsors under this Agreement are, in all respects, several and not joint or joint and several; and (b) except as otherwise expressly set forth herein, any damages, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties or other amounts payable by the Sponsor under this Agreement (including, for the avoidance of doubt, any amounts payable pursuant to Section 2.5(5), Section 4.12(6) or Section 4.15(4)) shall be apportioned and paid as follows: (a) 58.27553% by the Apollo

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Sponsor and (b) 41.72447%, in the aggregate, by the GSO Sponsors on a pro rata basis (based on the proportion of the aggregate principal amount of Company Notes beneficially owned by each GSO Sponsor of the total Company Notes beneficially owned by all GSO Sponsors in the aggregate, as of the date hereof); provided, that, notwithstanding anything to the contrary herein but subject in all respects to Section 9.5, (a) each Sponsor shall be entitled to seek and receive contribution from and against each other Sponsor based on their comparative fault or responsibility for any act or omission giving rise to such damages, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties or other amounts payable by the Sponsor to the Company and (b) the Parties acknowledge and agree, that to the extent any damages, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties or other amounts payable to the Company relate to a breach by a Sponsor of such Sponsor’s representations and warranties under this Agreement, any such damages, costs, expenses (including attorneys’ fees), interest, awards, judgments, penalties or other amounts shall be entirely apportioned to and paid solely by (and the Company shall only have recourse against) such Sponsor (and, in the case of Apollo Sponsor only, the Apollo Guarantors, solely to the extent expressly provided in this Agreement and the Apollo Guarantee pursuant to the terms and subject to the conditions hereof and thereof).

Section 9.5 Remedies; Injunctive Relief and Limitation of Liability

(1) Sole and Exclusive Remedy.

(a) Company. The Company acknowledges and agrees that the Company’s sole and exclusive remedies against the Apollo Related Parties, the GSO Related Parties and the Sponsor Financing Sources in respect of this Agreement, the Commitment Letters, the Apollo Guarantee and the transactions contemplated hereby and thereby, shall be to: (1) subject to Section 9.5(3), following termination of this Agreement, seek monetary damages (including with respect to Apollo Sponsor only, without duplication, the Company’s right to enforce the Apollo Guarantee with respect thereto) solely against the Sponsors solely in respect of (i) a material breach of this Agreement by the Sponsors if there were no state of facts or circumstances at the time of such termination other than such breach (and any reasonably foreseeable result or consequence thereof) that could reasonably have been expected to cause (x) the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) or (y) the Closing not to have occurred, in each case, on or prior to the date of the termination of this Agreement, or (ii) fraud prior to the termination of this Agreement, in each case, with any such monetary damage award to be apportioned and paid in accordance with Section 9.4(2), and (2) seek specific performance solely against the Sponsors pursuant to Section 9.5(2). Notwithstanding the foregoing or anything to the contrary herein but subject in all respects to Section 9.5(3), this Section 9.5(1)(a) will not relieve the Sponsor from liability for any remedies or

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entitlements with respect to the Confidentiality Agreements, Section 2.5(5), Section 4.12(6) and Section 4.15(4); provided, that the Company shall not be entitled to any remedy or entitlement with respect to Section 4.15(4) if the Closing is consummated.

(b) Sponsors. The Sponsors acknowledge and agree that the Sponsors’ sole and exclusive remedies against the Company Related Parties in respect of this Agreement shall be to: (a) receive the Termination Fee to the extent the Termination Fee becomes payable by the Company pursuant to Section 9.2 and is paid and seek reimbursement of fees and expenses from the Fee Reimbursement Amount; and (b) seek specific performance pursuant to Section 9.5(2). Notwithstanding the foregoing or anything to the contrary herein, nothing contained in this Agreement (including this Section 9.5(1)(b) or the payment of the Termination Fee or all or any portion of the Fee Reimbursement Amount) shall relieve or have the effect of relieving the Company from liability for (i) damages incurred or suffered by the Sponsors as a result of (x) any willful and material breach of this Agreement by the Company or (y) fraud prior to the termination of this Agreement and (ii) any remedies or entitlements with respect to, the Confidentiality Agreements, Section 2.5(6), Section 4.2(4) and Section 4.2(6).

(2) Injunctive Relief.

(a) The Parties agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached by the Parties. It is accordingly agreed that, subject to Section 9.5(2)(b), the Parties shall be entitled to an injunction, injunctions, specific performance or other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement against the Parties without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunction, injunctions, specific performance or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled under the terms of this Agreement.

(b) Notwithstanding anything to the contrary in this Agreement or any other Definitive Document, and subject in all respects to this Section 9.5(2)(b), it is acknowledged and agreed that the right of the Company to enforce the obligation of the Apollo Sponsor and GSO Sponsors (i) pursuant to Section 2.10 or (ii) to take any other actions as would be required to consummate the Arrangement (whether under this Agreement or the Apollo Equity Commitment Letter) will be subject to the requirements that: (1) all conditions set forth in Article 7 have been and continue to be satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing assuming that the Debt Financing has been funded); (2) the Debt Financing has been funded or will be funded at the

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Closing if the Equity Financing is funded at the Closing; (3) the Sponsors failed to consummate the Arrangement on the date required in accordance with Section 2.9; (4) the Company shall have irrevocably confirmed in a written notice to the Sponsor that if specific performance is granted and the Equity Financing and Debt Financing are funded, then it would take such actions that are required by this Agreement to cause the Closing to occur; and (5) the Sponsors fail to comply with the obligations under Section 2.10 within two (2) days of the irrevocable written confirmation referred to in (4) above. In no event will the Company be entitled to enforce or seek to enforce specifically the Sponsors’ obligation to cause the Equity Financing to be funded or to complete the Arrangement if the Debt Financing has not been funded (or will not be funded at the Closing if the Equity Financing is funded at the Closing).

(c) Notwithstanding anything to the contrary in Section 9.5(2)(a), it is agreed that the Sponsors and the Company will be entitled to an injunction, injunctions, specific performance or other equitable relief as provided in Section 9.5(2)(b), except that, although the Company, in its sole discretion, may determine its choice of remedies under this Agreement, including by pursuing specific performance in accordance with, but subject to the limitations of, Section 9.5(1) and Section 9.5(2)(b), under no circumstances will the Company, directly or indirectly, be permitted or entitled to receive both specific performance of the type contemplated by Section 9.5(2)(b) and/or any monetary damages or other payments.

(3) Sponsors Limitation of Liability. Notwithstanding anything to the contrary in this Agreement (but without limiting Section 9.5(2)(b) and Section 9.17), the maximum aggregate monetary liability whether in equity or at Law, in Contract, in tort or otherwise, of the Sponsors, Apollo Related Parties and GSO Related Parties (a) under this Agreement, the Commitment Letters, the Apollo Guarantee or the transactions contemplated hereby and thereby (including monetary damages for fraud or breach, whether willful, intentional, unintentional or otherwise, or monetary damages in lieu of specific performance); (b) in connection with the failure of the Arrangement (including the Financing) to be consummated; or (c) in respect of any representation or warranty made or alleged to have been made in connection with this Agreement, will not exceed under any circumstances an amount equal to $2,500,000 (the “Maximum Liability Amount”); provided, that (i) the Apollo Related Parties’ portion of the Maximum Liability Amount will not exceed under any circumstance an amount equal to $1,456,888.25, (ii) each Apollo Guarantor’s portion of the Maximum Liability Amount will not exceed under any circumstance an amount equal to its Apollo Guarantor Pro Rata Share of $1,456,888.25, (iii) the GSO Related Parties’ portion of the Maximum Liability Amount will not exceed under any circumstance an amount equal to $1,043,111.75, and (iv) each GSO Sponsor’s portion of the Maximum Liability Amount will not exceed under any circumstance an amount equal to its GSO Pro Rata Share of $1,043,111.75 (each of the immediately foregoing clauses (i), (ii), (iii) and (iv), the “Pro Rata Liability Limit”); provided, further, that in no event will the Company, its Affiliates or any of the foregoing’s respective Representatives seek, directly or indirectly, to recover against the Apollo Related Parties and GSO Related Parties, or compel

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payment by the Apollo Related Parties and GSO Related Parties of, any damages or other payments whatsoever (including multiple, consequential, indirect, special, statutory, exemplary or punitive damages) in excess of such Party’s Pro Rata Liability Limit and upon obtaining such amount, none of the Apollo Related Parties and the GSO Related Parties will have any further liability or obligation to the Company Related Parties relating to or arising out of this Agreement, the Commitment Letters, the Apollo Guarantee or the transactions contemplated hereby and thereby (except that the Parties (or their Affiliate that are party thereto), as applicable, will remain obligated with respect to, and the Parties, as applicable, may be entitled to remedies with respect to, the Confidentiality Agreements).

(4) Company Limitation of Liability. Subject to the last sentence of Section 9.5(1)(b), upon receipt of the Termination Fee by the Sponsors, none of the Company Related Parties will have any further monetary liability or obligation to the Sponsors relating to or arising out of this Agreement (except that the Parties (or their Affiliates), as applicable, will remain obligated with respect to, and the Parties, as applicable, may be entitled to remedies or entitlements with respect to, the Confidentiality Agreements, Section 2.5(6), Section 4.2(4) and Section 4.2(6)).

Section 9.6 Third-Party Beneficiaries

(1) Except as provided in Section 2.5(5), Section 2.5(6), Section 4.15(4), Section 8.3, Section 9.1, Section 9.5, Section 9.11(4), and Section 9.17 which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 9.6 as the “Third-Party Beneficiaries”), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(2) Despite the foregoing, the Parties acknowledges to each of the Third-Party Beneficiaries their direct rights against the applicable Party under Section 2.5(5), Section 2.5(6), Section 4.15(4), Section 8.3, Section 9.5 and Section 9.17, respectively, of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Third-Party Beneficiary, his or her heirs and his or her legal representatives, and for such purpose, the Company or the Sponsor, as applicable, confirms that it is acting as trustee on their behalf, and agrees to enforce such provision on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Party, provided that any such variation or rescission must be agreed to by the Parties.

Section 9.7 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right

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will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 9.8 Entire Agreement

This Agreement, together with the Confidentiality Agreements, the Voting Support Agreements, the Company Disclosure Letter, the Apollo Guarantee and the Commitment Letters, constitute the entire agreement between the Company, on one hand, and the Sponsors, on the other hand, with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Company, on one hand, and the Sponsors, on the other hand. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Company, on one hand, and the Sponsors, on the other hand in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Company, on one hand, and the Sponsors, on the other hand, have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 9.9 Successors and Assigns

(1) This Agreement becomes effective only when executed by the Company, Apollo Sponsor, and the GSO Sponsors. After that time, it will be binding upon and inure to the benefit of the Company, Apollo Sponsor, the GSO Sponsors and their respective successors and permitted assigns.

(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties, provided however that any Sponsor (or any permitted assign of each Sponsor) may, at any time, assign its rights and obligations under this Agreement without such consent to an Affiliate of such Sponsor if such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the assigning party, under this Agreement as if it were an original signatory and provided further that the assigning Sponsor shall not be relieved of its obligations hereunder.

Section 9.10 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 9.11 Governing Law and Process Agent

(1) This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

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(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

(3) Each of the Sponsors hereby irrevocably designates Goodmans LLP (in such capacity, the “Process Agent”), with an office at 333 Bay Street, Suite 3400, Toronto, Ontario, Canada M5H 2S7 as its designee, appointee and agent to receive, for and on its behalf, service of process in the Province of Ontario in any legal action or proceedings with respect to this Agreement or the transactions contemplated hereby, and such service shall be deemed complete upon delivery thereof to the Process Agent; provided that in the case of any such service upon the Process Agent, the Party effecting such service shall also deliver a copy thereof to the other Parties in the manner provided in Section 9.3. Each of the Sponsors shall take all such action as may be necessary to continue such appointment in full force and effect or to appoint another agent so that it shall at all times have an agent for service of process for the above purposes in the Province of Ontario. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other entity by consolidation, merger, sale of assets or otherwise, such other entity shall be substituted hereunder for the Process Agent with the same effect as if named herein in place of Goodmans LLP. Nothing herein shall affect the right of any Party to serve process in any manner permitted by applicable Law. Each of the Sponsors expressly acknowledges that the foregoing is intended to be irrevocable under all applicable Laws.

(4) Notwithstanding anything to the contrary in this Agreement, no party hereto, nor any of its affiliates, will bring, or support the bringing of, any claim, legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any Sponsor Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, anywhere other than in the Supreme Court of the State of New York, County of New York (and the appellate courts thereof), or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and the appellate courts thereof). The parties hereto further agree to waive and hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and make the agreements, waivers and consents set forth in Section 9.1 mutatis mutandis but with respect to the courts specified in this Section 9.11(4).

Section 9.12 Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 9.13 Paramountcy

In the event of a conflict between the provisions in the main body of this Agreement and the provisions of the Plan of Arrangement, the provisions of the Plan of Arrangement shall

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prevail and the provisions of this Agreement shall be deemed to be amended hereby to the extent necessary to eliminate such conflict.

Section 9.14 No Liability

No director or officer of the Company or any of its Subsidiaries shall have any personal liability whatsoever to the Sponsors under this Agreement or any other document delivered on behalf of the Company or any of its Subsidiaries under this Agreement.

Section 9.15 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

Section 9.16 Counterparts

Section 9.17 Non-Recourse

Each Party agrees, on behalf of itself and its Related Parties, that any claim, complaint, petition, investigation, hearing, action, charge, lawsuit, litigation or other similarly formal legal proceeding (public or private) brought by or pending before any Governmental Entity, arbitrator, mediator or other tribunal (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, any of the other Definitive Documents or the Arrangement (including the Financing) or any other transactions contemplated hereunder or thereunder; (b) the negotiation, execution or performance this Agreement or any of the other Definitive Documents (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other Definitive Documents); (c) any breach or violation of this Agreement or any of the other Definitive Documents; and (d) any failure of the Arrangement (including the Financing) or any other transactions contemplated hereunder or thereunder to be consummated, in each case, may be made only against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement, and in the case of the other Definitive Documents, Persons expressly identified as parties to such Definitive Documents and in accordance with, and subject to the terms and conditions of, this Agreement or such Definitive Documents, as applicable. Notwithstanding anything in this Agreement or any of the other Definitive Documents to the contrary, each Party agrees, on behalf of itself and its Related

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SCHEDULE A

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 192

OF THE CANADA BUSINESS CORPORATIONS ACT

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF MOOD MEDIA CORPORATION AND INVOLVING, MOOD MEDIA NORTH AMERICA HOLDINGS CORP., SERVICENET EXP, LLC, TECHNOMEDIA NY, LLC, CONVERGENCE, LLC, TECHNOMEDIA SOLUTIONS, LLC, MOOD MEDIA NORTH AMERICA, LLC, DMX HOLDINGS, LLC, DMX, LLC, DMX RESIDENTIAL HOLDINGS, LLC, DMX RESIDENTIAL LLC, MOOD US ACQUISITION1, LLC, MUZAK HOLDINGS LLC, MUZAK LLC AND MUZAK CAPITAL LLC

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, terms used but not defined shall have the meanings specified in the Arrangement Agreement (as defined below) and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person; provided, that (other than in the case of the definitions of Apollo Backstop Amount, beneficially own, Eligible Company Noteholders, Funding Company Noteholder, or in Section 2.1(1) or Section 7.4), in no event shall (a) Apollo Sponsor or any of its respective Subsidiaries or the GSO Sponsors or any of their respective Subsidiaries be considered an Affiliate of any portfolio company, investment fund managed, advised, or sub-advised by, or affiliated with AGM or GSO/BDFM, respectively, (b) any portfolio company or investment fund managed, advised, or sub-advised by, or affiliated with AGM or GSO/BDFM, be considered to be an Affiliate of Apollo Sponsor or any of its Subsidiaries or of the GSO Sponsors or any of their respective Subsidiaries, respectively, (c) the GSO Sponsors or any of their respective Subsidiaries be considered an Affiliate of The Blackstone Group L.P. or any of its affiliates (other than the GSO Sponsors and any of their respective Subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM, or (d) The Blackstone Group L.P. or any of its affiliates (other than the GSO Sponsors and any of their respective Subsidiaries), in each case, in its businesses distinct from the business of GSO/BDFM, be considered to be an Affiliate of the GSO Sponsors or any of their respective Subsidiaries.

“Aggregate Arrangement Cost” means the aggregate amount of cash required to (a) pay the Aggregate Share Cash-Out Consideration, (b) pay an amount equal to the Dissent Amount to Dissenting Shareholders, (c) pay the Aggregate Company Option and Company DSU Cash-Out Consideration, (d) effect the MMGSA Note Redemption, (e) pay out the amounts outstanding

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under the Credit Facility and otherwise payable in connection with the Credit Facility Refinancing, (f) make the payment contemplated by Section 3.3(1), and (g) pay all amounts (i) payable to the Company’s advisors or otherwise payable by the Company in connection with the Arrangement, and (ii) that the Company is required to reimburse to the Sponsors pursuant to Section 4.2(4) of the Arrangement Agreement, in the case of the immediately foregoing clauses (a), (b), (c), (d), (e) and (f), as estimated by the Company in consultation with the Sponsors no later than the tenth Business Day prior to the expected Effective Date, in the case of the immediately foregoing subclause (g)(i), as estimated by the Company no later than the tenth Business Day prior to the expected Effective Date and, in the case of the immediately foregoing subclause (g)(ii), as estimated by the Sponsors no later than the tenth Business Day prior to the expected Effective Date.

“Aggregate Company Option and Company DSU Cash-Out Consideration” means the aggregate cash amounts payable under Section 3.3(2) and Section 3.3(3).

“Aggregate Share Cash-Out Consideration” means the aggregate amounts payable under Section 3.3(9).

“AGM” means Apollo Global Management, LLC, a Delaware limited liability company.

“Apollo Backstop Amount” means 58.27553% of the Backstopped Amount, which certain Affiliates of Apollo Sponsor have agreed to fund pursuant to the terms of the Apollo Equity Commitment Letter and Apollo Sponsor has agreed to fund pursuant to Section 2.10(2) of the Arrangement Agreement.

“Apollo Sponsor” means AP Mixtape Holdings, L.P., a limited partnership existing under the laws of Delaware.

“Arrangement” means an arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Sponsors, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement made as of April 12, 2017 among the Company, Apollo Sponsor and the GSO Sponsors, as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated in accordance with its terms and including all schedules to it.

“Arrangement Noteholder Resolution” means the resolution of the Company Noteholders approving this Plan of Arrangement to be considered by the Company Noteholders at the Company Noteholder Meeting.

“Arrangement Shareholder Resolution” means the special resolution approving the Plan of Arrangement to be considered by the Company Shareholders at the Company Shareholder Meeting.

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“Backstopped Amount” means cash in an amount equal to the (i) New Capital Offering Amount, less (ii) the aggregate Participating Noteholder Commitment Amounts validly deposited in escrow by Participating Noteholders (other than the Sponsors) in accordance with Section 2.1(3).

“beneficially own” means, with respect to any Person, any security: (a) which such Person or any of such Person’s Affiliates is deemed to beneficially own, directly or indirectly, within the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act; (b) which such Person or any Person acting jointly or in concert with such Person would be deemed to beneficially own with the meaning of Section 1.8 of National Instrument 62-104 — Take-over Bids and Issuer Bids; and (c) which are the subject of one or more repurchase agreements under which such Person or an Affiliate of such Person has a right or an obligation to acquire such security at settlement or optional termination of the agreement, whether or not presently exercisable.

“Board” means the board of directors of the Company as constituted from time to time.

“CBCA” means the Canada Business Corporations Act.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

“Certificate of Domestication” means the certificate of corporate domestication required by Section 388 of the DGCL in connection with the Continuance and Domestication.

“Code” means the United States Internal Revenue Code of 1986.

“Company” means Mood Media Corporation, a corporation continued under the CBCA.

“Company Common Shares” means: (a) prior to the amendment to the Company’s articles in Section 3.3(5)(a), the common shares in the capital of the Company; and (b) following the

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amendment to the Company’s articles in Section 3.3(5)(a), the Class A Shares in the capital of the Company.

“Company DSUs” means the outstanding deferred share units issued pursuant to the Company DSU Plan.

“Company DSU Plan” means the Company’s deferred share unit plan dated May 7, 2015.

“Company Meetings” means, collectively, the Company Shareholder Meeting and the Company Noteholder Meeting.

“Company Note Trustees” means the trustees under the Company Note Indenture.

“Company Noteholders” means the holders of the Company Notes.

“Company Notes” means the $350,000,000 in aggregate principal amount of the Company’s 9.25% Senior Notes due 2020 issued pursuant to the Company Note Indenture.

“Company Optionholders” means the holders of Company Options.

“Company Options” means the outstanding options to purchase Company Common Shares issued pursuant to the Company Stock Option Plan.

“Company Shareholder Meeting” means the special meeting of Company Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Sponsors, acting reasonably.

“Company Shareholders” means the registered or beneficial holders of the Company Common Shares, as the context requires.

“Company Stock Option Plan” means the Company’s share option plan effective June 19, 2008, as reapproved by the Company Shareholders on June 13, 2011 and May 13, 2014.

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“Company Warrants” means the outstanding warrants of the Company issued pursuant to the Company Warrant Indenture.

“Consideration Common Shares” means 682 New Company Common Shares per $1,000 of Funded Amount advanced by a Funding Company Noteholder.

“Continuance and Domestication Resolution” means special resolution approving the Continuance and Domestication to be considered by the Company Shareholders at the Company Shareholder Meeting.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Credit Facility” means the credit facility available under the Credit Agreement.

“Credit Facility Refinancing” means the refinancing and replacement of the Credit Facility acceptable to the Sponsors, each acting reasonably and in a manner consistent in all material respects with the terms and conditions set forth in the Debt Commitment Letter.

“Debt Financing Amount” means the amount to be advanced to the Company (or a Subsidiary thereof) on the Effective Date pursuant to the Debt Commitment Letter.

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“DGCL” means the General Corporation Law of the State of Delaware. “Director” means the Director appointed pursuant to section 260 of the CBCA.

“Dissent Amount” means an amount equal to the product of C$0.17 multiplied by the number of Dissenting Company Common Shares.

“Dissent Rights” has the meaning specified in Section 4.1.

“Dissenting Company Common Share” has the meaning specified in Section 3.3(4).

“Dissenting Shareholder” means a registered holder of Company Common Shares who has validly exercised Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Common Shares in respect of which Dissent Rights are validly exercised by such holder in strict compliance with the terms of the Dissent Rights.

“DLLC 1” a limited liability company organized under the laws of Delaware and a wholly owned subsidiary of the Company.

“DLLC 2” a limited liability company organized under the laws of Delaware and a wholly owned subsidiary of DLLC 1.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” means 12:01 a.m. on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Eligible Company Noteholders” means a Person that is a Company Noteholder on the Participation Record Date or an Affiliate of such Company Noteholder to whom such Company Noteholder assigns its Subscription Option that is (i) in Canada, (ii) if such Person is in the United States, an institution that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act; or (iii) if such Person is resident outside of Canada and the United States, qualified to participate in the New Capital Offering in accordance with the Laws of its jurisdiction of residence and has provided evidence satisfactory to the Company to demonstrate such qualification.

“Entitlements” means all legal, equitable, contractual and any other rights or claims (whether actual or contingent, and whether or not previously asserted) of any Person with respect to or arising out of, or in connection with, the Company Notes or the Company Note Indenture or the guarantees provided by the Subsidiary Guarantors in connection therewith, including any and all accrued and unpaid interest up to the Effective Date (including any guarantees granted in respect of, or pursuant to, the foregoing).

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“Funding Company Noteholder” means (a) a Participating Noteholder that has validly deposited all of such Participating Noteholder’s Participating Noteholder Commitment Amount with the Depositary prior to the Participating Noteholder Funding Deadline pursuant to Section 2.1(3), and (b) each Sponsor (and each Affiliate thereof that beneficially owns Company Notes).

“GSO/BDFM” means GSO / Blackstone Debt Funds Management LLC, a Delaware limited liability company.

“GSO Backstop Amount” means 41.72447% of the Backstopped Amount, which the GSO Sponsors have agreed to fund pursuant to Section 2.10(1) of the Arrangement Agreement.

“GSO Sponsors” means, collectively, FS Investment Corporation, a corporation existing under the laws of Maryland, FS Investment Corporation II, a corporation existing under the laws of Maryland, Cobbs Creek LLC, a limited liability company existing under the laws of Delaware, Juniata River LLC, a limited liability company existing under the laws of Delaware, Race Street Funding LLC, a limited liability company existing under the laws of Delaware, and Blackstone / GSO Strategic Credit Fund, a statutory trust existing under the laws of Delaware.

“Interim Order” means the interim order of the Court made pursuant to section 192 of the CBCA in a form acceptable to the Company and the Sponsors, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court (which amendment shall be acceptable to both the Company and the Sponsors, each acting reasonably).

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binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Maximum New Capital Offering Amount” means $50,000,000.

“MMGSA Note Redemption” means the repayment and redemption of all of the MMGSA Notes on or within 60 days of the Effective Date (in accordance with the terms and conditions of the MMGSA Note Indenture as determined by the Company, acting reasonably) and the satisfaction and discharge of the MMGSA Note Indenture as of the Effective Date.

“MMGSA Notes” means the $50,000,000 in aggregate principal amount of Mood Media Group S.A.’s 10% Senior Notes due 2023 issued pursuant to the MMGSA Notes Indenture as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“New Capital Offering Amount” means the lesser of (i) the Maximum New Capital Offering Amount, and (ii) the amount, if any, by which the Aggregate Arrangement Cost exceeds the sum of the Debt Financing Amount and the Projected Cash-on Hand, and shall be determined by the Company in consultation with the Sponsors by no later than the tenth Business Day prior to the expected Effective Date; provided, that (a) the New Capital Offering Amount shall not be less than $25,000,000 and (b) any amount calculated or determined for purposes of this definition shall be subject to the thresholds, restrictions or other requirements as may be set forth in the Arrangement Agreement or other Definitive Documents to the extent any such threshold, restriction or other requirement is applicable to the determination of the New Capital Offering Amount.

“New Company Common Shares” has the meaning specified in Section 3.3(5)(b).

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“New Company Note Indenture” means an indenture governing the New Company Notes to be dated the Effective Date, which shall be consistent with the New Company Notes Term Sheet attached as Appendix L to the Company Circular and otherwise acceptable to the Company and the Sponsors, each acting reasonably.

“New Company Note Trustees” means the trustees under the New Company Note Indenture.

“New Company Notes” means the $175 million aggregate principal amount of second lien notes to be issued by the Company on the Effective Date in accordance with Section 3.3(6) pursuant to the New Company Note Indenture, which notes shall be repayable in cash or, at the option of the Company, on a par for par basis with second lien notes (having substantially the same terms as the New Company Notes) to be co-issued by DLLC2 and SubCo in connection with the acquisition by DLLC 2 of all or substantially all of the assets of the Company.

“Non-Participating Company Note Consideration” means: (a) 150 New Company Common Shares; and (b) $500 principal amount of New Company Notes, per $1,000 principal amount of Company Notes.

“Obligations” means all obligations, liabilities and indebtedness of the Company and its Affiliates (including each of the Subsidiary Guarantors) with respect to or arising out of, or in connection with, the Company Notes or the Company Note Indenture (including any guarantees granted in respect of, or pursuant to, the foregoing).

“Offsetting Amount” means amounts payable to the Company by the Subscribing Shareholder that are to be offset against the Share Cash-Out Consideration to which the Subscribing Shareholder is otherwise entitled under Section 3.3(9), pursuant to the Subscription Agreement.

“Participating Company Note Consideration” means: (a)(i) 175 New Company Common Shares; and (ii) $500 principal amount of New Company Notes, per $1,000 principal amount of Company Notes, and (b) its Consideration Common Shares.

“Participating Noteholder Commitment Amount” means, as to any Participating Noteholder, the amount equal to the product of (i) the New Capital Offering Amount, multiplied by (ii) the percentage, rounded to the nearest tenth of a percent, obtained by dividing (A) the aggregate principal amount of all Company Notes beneficially owned by a Participating Noteholder on the Participation Record Date by (B) the aggregate principal amount of all outstanding Company Notes on the Participation Record Date.

“Participating Noteholder Funding Deadline” has the meaning specified in Section 2.1(3).

“Participation Record Date” means the date established by the Board, with the prior consent of the Sponsors, prior to the mailing of the Company Circular in consultation with the Sponsors; provided, that the Participation Record Date may be modified by the Board at any time (with the written consent of the Sponsors, acting reasonably).

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“Participation Deadline” means 5:00 p.m. on the date established by the Board, with the prior consent of the Sponsors, prior to the mailing of the Company Circular in consultation with the Sponsors; provided, that the Participation Deadline may be modified by the Board at any time (with the written consent of the Sponsors, acting reasonably).

“Parties” means the Company, Apollo Sponsor and the GSO Sponsors, and “Party” means any one of them.

“Plan of Arrangement” means this plan of arrangement, including 0 hereto and any amendments or variations hereto made in accordance with the Arrangement Agreement or Section 7.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Sponsors, each acting reasonably.

“Preferred Shares” means the preferred shares, issuable in series, in the capital of the Company.

“Released Parties” has the meaning specified in Section 7.4.

“Share Cash-Out Consideration” means C$0.17 per Company Common Share in cash. “Sponsors” means, collectively, Apollo Sponsor and each of the GSO Sponsors.

“SubCo” means a corporation to be incorporated under the laws of Delaware and a wholly owned subsidiary of DLLC2.

“Subscribing Shareholder” means Arbiter Partners Capital Management, LLC.

“Subscription Agreement” means the voting and support and subscription agreement made as of April 12, 2017 among the Subscribing Shareholder, the Company and the Sponsors, as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated in accordance with its terms

“Subscription Option” means, with respect to each Eligible Company Noteholder, the option, which may be exercised by such Eligible Company Noteholder in accordance with the terms of this Plan of Arrangement and the Subscription Option Exercise Form, to participate in the New Capital Offering by electing, in accordance with the provisions of the Subscription Option Exercise Form, to invest its Participating Noteholder Commitment Amount.

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“Subscription Option Exercise Form” means the certification and exercise form to be circulated to Company Noteholders pursuant to the Interim Order and completed by such Eligible Company Noteholders who wish to exercise their Subscription Option on the Effective Date.

“Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary.

“Subsidiary Guarantors” means, collectively, Mood Media North America Holdings Corp., ServiceNET Exp, LLC, Technomedia NY, LLC, Convergence, LLC, Technomedia Solutions, LLC, Mood Media North America, LLC, DMX Holdings, LLC, DMX, LLC, DMX Residential Holdings, LLC, DMX Residential, LLC, Mood US Acquisition1, LLC, Muzak Holdings LLC, Muzak LLC and Muzak Capital, LLC, as guarantors of the Company Notes.

“Tax Act” means the Income Tax Act (Canada).

“U.S. Dollar Equivalent” means the amount in the United States dollar equivalent of the Share Cash-Out Consideration per Company Common Share on the basis of the Bank of Canada’s noon rate on the date that is three Business Days prior to the Effective Date.

“U.S. Securities Act” means the United States Securities Act of 1933.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section, subsection or paragraph by number or letter or both refer to the Article, Section, subsection or paragraph, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number and Gender

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

1.4 Certain Phrases

The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.”

1.5 Date for Any Action

If any period expires on a day which is not a Business Day or any event or condition is required by the terms of this Plan of Arrangement to occur or to be fulfilled on a day which is not a Business Day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding day which is a Business Day.

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1.6 Time

Time is of the essence in this Plan of Arrangement. All times expressed herein or in any Letter of Transmittal are local time in Toronto, Ontario, Canada unless otherwise stipulated herein or therein.

1.7 Successors and Assigns

This Plan of Arrangement will be binding upon and enure to the benefit of the heirs, administrators, executors, representatives, successors and permitted assigns of any Person named or referred to in this Plan of Arrangement.

1.8 Currency

All references in this Plan of Arrangement to “$” are references to United States dollars, unless otherwise specified. All references to “C$” are references to Canadian dollars.

1.9 Statutory References

References to a particular statute or law shall be to such statute or law and the rules, regulations and published policies made thereunder, as in force as at the date of this Plan of Arrangement and, unless otherwise expressly provided, as the same may be amended, re-enacted, consolidated or replaced from time to time.

1.10 Governing Law

This Plan of Arrangement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation or application of this Plan of Arrangement and all proceedings in connection with this Plan of Arrangement will be subject to the exclusive jurisdiction of the Court.

ARTICLE 2

ELECTIONS AND NEW CAPITAL OFFERING

2.1 Participation in New Capital Offering

(1) Each Eligible Company Noteholder shall have the right, but not the obligation, to irrevocably elect to exercise its Subscription Option in full (and not in part) by agreeing pursuant to the Subscription Option Exercise Form to invest (i) its maximum potential Participating Noteholder Commitment Amount calculated based on the assumption that the New Capital Offering Amount is equal to the Maximum New Capital Offering Amount, or (ii) in the event that the New Capital Offering Amount is determined in accordance with this Plan of Arrangement to be less than the Maximum New Capital Offering Amount, its Participating Noteholder Commitment Amount calculated based on such lesser New Capital Offering Amount. Exercise of the Subscription Option and participation in the New Capital Offering shall be subject to, among other things, the terms of this Plan of Arrangement, the Interim Order and the Subscription Option Exercise Form, and shall be conditioned upon the implementation of this Plan of

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Arrangement and effective on the Effective Date at the time contemplated by and in accordance with Section 3.3. In order to exercise its Subscription Option, an Eligible Company Noteholder must return, or cause to be returned, the properly completed and duly executed Subscription Option Exercise Form in accordance with the terms thereof such that it is received by the Company prior to the Participation Deadline. The Company has the right, with the consent of the Sponsors, to accept a Subscription Option Exercise Form filed after the Participation Deadline and otherwise waive any deficiencies with respect to any Subscription Option Exercise Form submitted. Each Sponsor shall be deemed to have exercised the Subscription Options that have been assigned to it prior to the Effective Time by its Affiliates that beneficially own the Company Notes and each Sponsor (and each Affiliate thereof that beneficially owns Company Notes) shall be deemed to be a Participating Noteholder by virtue of the commitments by the Apollo Sponsor in Section 2.10(2) of the Arrangement Agreement and the GSO Sponsors in Section 2.10(1) of the Arrangement Agreement to fund (or cause the funding of) the applicable portion of the Backstopped Amount without any need to complete and return the Subscription Option Exercise Form.

(2) The Company shall have, by no later than 11:00 a.m. on the seventh Business Day prior to the expected Effective Date,

(a) informed in writing (which may include by e-mail) each of the Participating Noteholders (other than the Sponsors) of (i) the expected Effective Date, (ii) the New Capital Offering Amount, and (iii) the Participating Noteholder Commitment Amount required to be deposited with the Depositary in escrow by such Participating Noteholder by the Participating Noteholder Funding Deadline in order to participate in the New Capital Offering and the manner in which such deposit must be completed; and

(b) informed in writing (which may include by e-mail) each Sponsor of (i) the expected Effective Date, (ii) the New Capital Offering Amount, and (iii) the aggregate of the Apollo Backstop Amount or GSO Backstop Amount, as applicable, required to be deposited with the Depositary by such Sponsor on the Effective Date pursuant to the New Capital Offering and the Apollo Commitment Letter;

(3) Each Participating Noteholder (other than the Sponsors) must deposit their Participating Noteholder Commitment Amount with the Depositary in escrow such that it is received by the Depositary by no later than 11:00 a.m. on the date that is two Business Days prior to the expected Effective Date (the “Participating Noteholder Funding Deadline”). The Company shall announce by way of a publicly disseminated news release, subject to approval by the Sponsors, each acting reasonably, the Participating Noteholder Funding Deadline on or before the fifth Business Day prior to such date.

(4) In accordance with the terms of the Arrangement Agreement, the Apollo Sponsor shall deposit the Apollo Backstop Amount and the GSO Sponsors shall deposit the GSO Backstop Amount, as applicable, with the Depositary on the Effective Date.

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(5) Any Participating Noteholder (other than the Sponsors) that does not deposit their Participating Noteholder Commitment Amount with the Depositary in escrow such that it is received by the Depositary by the Participating Noteholder Funding Deadline shall be automatically deemed to no longer be a Participating Noteholder and will be deemed to be, after the expiration of the Participating Noteholder Funding Deadline, a Non- Participating Noteholder for all purposes of this Plan of Arrangement.

ARTICLE 3

THE ARRANGEMENT

3.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to the Arrangement Agreement.

3.2 Effectiveness

(1) This Plan of Arrangement will become effective at, and will be binding at and after the Effective Time, without any further act or formality required on the part of any Person, on the Company, Apollo Sponsor, the GSO Sponsors, all registered holders and all beneficial owners of Company Common Shares (including, for greater certainty, Dissenting Shareholders), all registered holders and all beneficial owners of Company Notes, all registered holders and beneficial owners of Company Options, Company DSUs and Company Warrants, the registrar and transfer agent in respect of the Company Common Shares, the Company Note Trustees, the Depositary, the warrant agent for the Company and all other Persons.

(2) The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to the Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions Section 3.3 has become effective in the sequence and at the times set out therein.

(3) Other than as expressly provided for herein, no portion of this Plan of Arrangement shall take effect with respect to any party or Person until the Effective Time.

3.3 The Arrangement

Commencing at the Effective Time, the following steps shall occur and shall be deemed to occur in the following sequence without any further authorization, act or formality:

(1) all unpaid interest accrued to the Effective Date on the Company Notes shall be paid by the Company;

(2) notwithstanding anything in the Company Stock Option Plan to the contrary, each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), shall be deemed to be unconditionally vested and exercisable, and such Company Option shall be deemed to be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company to such holder equal

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to the amount (if any) by which the Share Cash-Out Consideration exceeds the exercise price of such Company Option, in each case, less any amounts withheld in accordance with Section 7.5, and such Company Option shall immediately be cancelled and, for greater certainty, where such amount is a negative, no Person shall be obligated to pay the holder of such Company Option any amount in respect of the cancellation of such Company Option, and immediately thereafter the Company Stock Option Plan, all Company Options and any agreements related thereto shall be terminated and the Company shall have no liabilities or obligations with respect to any Company Option, the Company Stock Option Plan or any such agreement except as expressly set out in this Section 3.3(1);

(3) notwithstanding anything in the Company DSU Plan to the contrary, each Company DSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assigned and transferred by the holder thereof to the Company in exchange for a cash payment from the Company to such holder equal to the U.S. Dollar Equivalent of the Share Cash-Out Consideration per Company Common Share less any amounts withheld in accordance with Section 7.5 and each such Company DSU shall be immediately cancelled;

(4) each Company Common Share in respect of which Dissent Rights have been validly exercised and not withdrawn (each a “Dissenting Company Common Share”) shall be deemed to be transferred by the holder thereof to the Company for cancellation without any further act or formality in consideration for a debt claim against the Company for the amount determined in accordance with Section 4.1, and:

(b) the name of each such holder shall be removed from the register of holders of Company Common Shares as it relates to the Company Common Share so transferred and cancelled;

(5) the articles of the Company shall be amended as follows:

(b) to add a class of shares designated as “common shares” having the following rights, privileges and conditions (such shares, being “New Company Common Shares”):

(i) Dividend: The holders of the common shares, after the payment of any dividends payable to the holders of the Preferred Shares, shall be entitled to receive and the Company shall pay thereon if, as and when declared by the board of directors of the Company, out of the monies of the

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Company properly applicable to the payment of dividends in any financial year, such dividends in any financial year as the board of directors may by resolution determine.

(ii) Participation in Assets on Dissolution: In the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the common shares shall be entitled to receive, subject to the prior rights of the holders of the Preferred Shares and the holders of the Class A Shares, all of the remaining property and assets of the Company.

(iii) Voting Rights: The holder of a common share shall be entitled to one (1) vote for each common share held, at any meeting of shareholders of the Company other than meetings of the holders of another class of shares.

and to authorize the Company to issue an unlimited number of such New Company Common Shares;

(6) (i) the Company Notes beneficially owned by Funding Company Noteholders shall be, and shall be deemed to be, exchanged for the Participating Company Note Consideration, and (ii) the Company Notes beneficially owned by all other Company Noteholders shall be, and shall be deemed to be, exchanged for the Non-Participating Company Note Consideration, in each case less any amounts withheld in accordance with Section 7.5, and:

(a) each holder of such Company Notes shall cease to be the holder of such Company Notes and to have any rights as a holder of such Company Notes other than the right to the Participating Company Note Consideration or the Non- Participating Company Note Consideration, as applicable;

(7) concurrently with the exchanges in Section 3.3(6), the Company Note Indenture shall be cancelled and all of the Entitlements and Obligations of the Company Noteholders shall be irrevocably and finally settled, terminated, extinguished, cancelled and eliminated without the need of any further payment, action or otherwise and upon such cancellation, the Company Note Indenture shall be discharged and released;

(8) concurrently with the exchanges in Section 3.3(6), the Company shall become entitled to the Funded Amounts deposited with the Depositary pursuant to Sections 2.1(3) and 2.1(4) and shall issue to each Funding Company Noteholder, in addition to the Participating Company Note Consideration to which it is entitled to receive pursuant to

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Section 3.3(6), 568 New Common Shares per $1,000 of Funded Amount advanced by such Funding Company Noteholder;

(9) each Company Common Share shall be, and shall be deemed to be, acquired, redeemed and cancelled by the Company solely in exchange for a cash payment equal to the Share Cash-Out Consideration, and less any amounts withheld in accordance with Section 7.5, provided, that the Company shall not be required to pay the Share Cash-Out Consideration in cash in respect of, and to the extent of any Offsetting Amounts and such Offsetting Amounts shall be reduced on a dollar for dollar basis by the Share Cash- Out Consideration otherwise payable to the Subscribing Shareholder, and

(a) the holder of each Company Common Share acquired, redeemed and cancelled pursuant to Section 3.3(9) shall cease to be the holder of the Company Common Share so transferred and to have any rights as holder of such Company Common Share other than the right to be paid by the Share Cash-Out Consideration (subject to reduction in respect of any Offsetting Amounts), as applicable, in accordance with this Plan of Arrangement; and

(b) the name of such holder shall be removed from the register of holders of Company Common Shares as it relates to the Company Common Share so acquired, redeemed and cancelled;

(10) the Company Warrants shall be terminated and cancelled for no consideration; and

(11) the Domestication Documentation will be filed in order to effect the Continuance and Domestication whereby the Company will be domesticated in the State of Delaware and will continue as a corporation under the DGCL under the same name and with the registered address of c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

3.4 Delaware Corporate Law Matters

For the purposes of the Continuance and Domestication, the application to domesticate the Company to the State of Delaware shall be made on the following basis:

(1) the Certificate of Domestication, the certificate of incorporation and the by-laws of the Company immediately following the Continuance and Domestication (the “Domestication Documentation”) shall be in the form approved by the Company and the Sponsors, each acting reasonably; and

(2) the authorized capital of the Company immediately following the Continuance and Domestication shall be 225,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $0.01.

3.5 Fractional Interests and Calculations

(1) If the aggregate number of New Company Common Shares to which a Company Noteholder would be entitled under this Plan of Arrangement would include a

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fractional share, then the number of New Company Common Shares that such former Company Noteholder is entitled to receive shall be rounded down to the next whole number and no former Company Noteholder will be entitled to any consideration or compensation in respect of such fractional New Company Common Shares.

(2) If a Company Noteholder would be entitled under this Plan of Arrangement to receive any fractional interest of New Company Notes, then such former Company Noteholder will receive the nearest $1.00 (with fractions equal to exactly $0.50 being rounded up).

(3) Unless otherwise specified herein, all amounts of consideration to be received under this Plan of Arrangement will be calculated to the nearest cent ($0.01 or C$0.01) or to the nearest tenth of one percent (0.10%), as applicable. All calculations and determinations made by the Company for the purposes of this Plan of Arrangement, including, the allocation of any fractional amounts shall be conclusive, final and binding upon the Company Shareholders, Company Noteholders.

3.6 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Common Shares or Company Notes shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Company Shareholder or Company Noteholder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, a cheque, wire or other form of immediately available funds for the consideration that such Company Shareholder or Company Noteholder has the right to receive in accordance with Section 3.3 and such Company Shareholder’s or Company Noteholder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Company Shareholder or Company Noteholder to whom payment is to be made shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Company and the Depositary in such sum as the Company may direct or otherwise indemnify the Company in a manner satisfactory to the Company against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

3.7 Stated Capital

The amount to be maintained in, or to be added to, the stated capital account of the Company Common Shares and the New Company Common Shares issued pursuant to this Plan of Arrangement for the purposes of the CBCA will be determined by the Board in consultation with the Sponsors. The Board, in consultation with the Sponsors, shall be entitled to increase stated capital of the New Company Common Shares by the amount of any contributed surplus applicable to such New Company Common Shares at such time on the Effective Date as may be determined by the Board, in consultation with the Sponsors.

3.8 Transfers Free and Clear

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of all Liens.

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ARTICLE 4

RIGHTS OF DISSENT

4.1 Dissent Rights

(1) Registered holders of Company Common Shares may exercise rights of dissent with respect to such Company Common Shares pursuant to and in the manner set forth in section 190 of the CBCA as modified and supplemented by the Interim Order, the Final Order and this Section 4.1 in connection with the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution (the “Dissent Rights”); provided that, notwithstanding (a) subsection 190(5) of the CBCA, the written objection to the Arrangement Shareholder Resolution must be received by the Company not later than 5:00 p.m. two (2) Business Days immediately preceding the date of the Company Shareholder Meeting.

(2) Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Company Common Shares (i) shall be entitled to be paid by the Company the fair value of such Company Common Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day before the Arrangement Shareholder Resolution was adopted, and (ii) will not be entitled to any other payment or consideration under the Arrangement, including any payment that would be payable under the Arrangement had such registered holders not exercised their Dissent Rights in respect of such Company Common Shares.

(3) Dissenting Shareholders who validly withdraw their Dissent Rights or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall be deemed to have participated in the Arrangement pursuant to Section 3.3(9) on the same basis as a non-dissenting holder of Company Common Shares.

(4) In no circumstances shall the Company, Apollo Sponsor, the GSO Sponsors or any of their respective successors or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Common Shares in respect of which such rights are sought to be exercised. In no case shall the Company, Apollo Sponsor, the GSO Sponsors, the Depositary, the registrar and transfer agent in respect of the Company Common Shares, the registrar and transfer agent in respect of the Company Notes or any other Person be required to recognize a Dissenting Shareholder as a holder of Company Common Shares after the Effective Time and the name of each Dissenting Shareholder shall be deleted from the register of holders of Company Common Shares as at the Effective Time as provided in Article 3.

(5) No rights of dissent shall be available to Company Optionholders or holders of Company DSUs or Company Warrants in connection with the Arrangement. In addition to any other restrictions under the CBCA, holders of Company Common Shares who vote in favour of the Arrangement Shareholder Resolution, or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Shareholder Resolution shall not be entitled to exercise Dissent Rights and shall be

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deemed to have not exercised Dissent Rights in respect of such Company Common Shares.

ARTICLE 5

PAYMENTS AND FRACTIONAL SHARES

5.1 Letter of Transmittal

At the time of mailing the Company Circular or as soon as practicable thereafter, the Company shall forward to each registered Company Shareholder and Company Noteholder at the address of such Person as it appears on the register maintained by or on behalf of the Company in respect of the holders of Company Common Shares or Company Notes, as applicable, a Letter of Transmittal.

5.2 Payment of Consideration

(1) Prior to the filing of the Articles of Arrangement and in accordance with Article 2, the Participating Noteholders and the Sponsors shall deposit, or arrange to be deposited, cash with the Depositary equal to the New Capital Offering Amount.

(2) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) or Company Notes, as applicable, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Company Shareholder or Company Noteholder of such surrendered certificate shall be entitled to receive in exchange therefor from the Depositary, and the Depositary shall deliver to such Company Shareholder or Company Noteholder as soon as practicable after the Effective Time, the consideration which such holder has the right to receive under this Plan of Arrangement for such Company Common Shares or Company Notes, as applicable, less any amounts withheld pursuant to Section 7.5, and any certificate so surrendered shall forthwith be cancelled.

(3) Until surrendered as contemplated by Section 5.2(1), each certificate which immediately prior to the Effective Time represented any Company Common Shares (other than Company Common Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) or Company Notes shall be deemed after the Effective Time to represent only the right to receive upon such surrender consideration which such holder has the right to receive under this Plan of Arrangement for such Company Common Shares or Company Notes as contemplated in Section 5.2(1), less any amounts withheld pursuant to Section 7.5. Any such certificate formerly representing Company Common Shares or Company Notes not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder or Company Noteholder of any kind or nature against or in the Company, Apollo Sponsor or GSO Sponsors. On such anniversary date, all certificates representing Company Common Shares or Company Notes shall be deemed to have been surrendered to the Company and consideration to which such former

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holder was entitled, together with any entitlements to dividends, distributions and interest thereon, shall be deemed to have been surrendered to the Company or any successor thereof for no consideration.

(4) On or as soon as practicable after the Effective Date, the Company shall pay the amounts, less any amounts withheld pursuant to Section 7.5, to be paid to Company Optionholders and holders of Company DSUs, either (i) pursuant to normal payroll practices and procedures of the Company, or (ii) by cheque, wire or other form of immediately available funds (delivered to such holder of Company Options or Company DSUs, as reflected on the register maintained by or on behalf of the Company in respect of the Company Options or Company DSUs, as applicable).

(5) Any payment made by way of cheque by the Depositary or, if applicable, the Company, pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or, if applicable, the Company, or that otherwise remains unclaimed, in each case on or before the sixth anniversary of the Effective Date, and any right or claim to payment of consideration hereunder that remains outstanding on the sixth anniversary of the Effective Date, shall cease to represent a right or claim of any kind or nature and the right of the Company Shareholder, Company Noteholder, Company Optionholder or holder of Company DSUs to receive the consideration for Company Common Shares, Company Notes, Company Options or Company DSUs, as the case may be, pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Company or any successor thereof for no consideration.

(6) No holder of Company Common Shares, Company Notes, Company Options or Company DSUs shall be entitled to receive any consideration with respect to such securities other than the consideration to which such holder is entitled to receive in accordance with Article 3 and this Section 5.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment or distribution in connection therewith other than as contemplated in Section 7.6.

ARTICLE 6

CONDITIONS TO EFFECTIVENESS

6.1 Conditions to Effectiveness

The effectiveness of the Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of all conditions set forth in Article 6 of the Arrangement Agreement. If the conditions set forth in Article 6 of the Arrangement Agreement are not satisfied or waived by the Outside Date, the Arrangement and the Final Order shall cease to have any further force or effect and will not be binding on any Person.

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ARTICLE 7

GENERAL

7.1 Amendment

(1) The Company and the Sponsors may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be approved by the Company and the Sponsors and, if made following either Company Meeting, approved by the Court and communicated to Company Shareholders, Company Noteholders and others as may be required by the Interim Order in the manner required by the Court (if so required).

(2) Any amendment, modification or supplement to this Plan of Arrangement which is directed by the Court following either Company Meeting shall be effective only if (a) it is consented to in writing by the Company and the Sponsors, in each case, acting reasonably, and (ii) if required by the Court, it is consented to by the Company Shareholders and the Company Noteholders in the manner directed by the Court.

(3) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or jointly by the Sponsors at any time prior to the Company Meetings, provided that the Company and the Sponsors shall each have consented thereto in writing, with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meetings in accordance with the Interim Order, shall become part of this Plan of Arrangement for all purposes.

(4) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

(5) Notwithstanding any other provision of this Section 7.1, any amendment, modification or supplement to this Plan of Arrangement may be made by the Company, with the consent of the Sponsors, provided that it concerns a matter which, in the reasonable opinion of the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any former Company Shareholder, former Company Noteholder, former Company Optionholder, former holder of Company DSUs or former holder of Company Warrants.

7.2 Consents, Waivers and Agreements

At the Effective Time, each Company Shareholder, Company Noteholder and any other Person affected by this Plan of Arrangement will be deemed to have consented and agreed to all of the provisions of this Plan of Arrangement in its entirety. Without limitation to the foregoing, each Company Noteholder and any other Person affected by this Plan of Arrangement (including the Company Note Trustees) will be deemed:

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(1) to have executed and delivered to the Company all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan of Arrangement in its entirety;

(2) to have waived any non-compliance or default by the Company with or of any provision, express or implied, in any agreement or other arrangement, written or oral, existing between such Company Noteholder or other Person and the Company with respect to the Company Notes and the Company Note Indenture that has occurred or exists on or prior to the Effective Time; and

(3) to have agreed that, if there is any conflict between the provisions of any such agreement and the provisions of this Plan of Arrangement, then the provisions of this Plan of Arrangement take precedence and priority and the provisions of such agreement or other arrangement are deemed to be amended accordingly.

7.3 Consents, Waivers and Agreements

(1) If a term is used in this Plan of Arrangement to refer to more than one (1) Party, then unless otherwise specified in this Plan of Arrangement: (a) an obligation of those Parties is several and neither joint nor joint and several; (b) a right of those Parties is held by each of them severally; (c) any other reference to that Party or term is a reference to each of those Parties separately, such that a representation, warranty or covenant relates to each of them separately; (d) nothing contained herein, and no action taken by any Sponsor pursuant hereto shall be deemed to constitute the Sponsors as a partnership, an association or joint venture of any kind, or create a presumption that the Sponsors are in any way acting other than in their individual capacities; and (e) none of the Sponsors shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company or any of the Company’s other lenders, noteholders or stakeholders as a result of this Plan of Arrangement.

(2) Each Sponsor acknowledges that: (a) no other Sponsor will be acting as agent of such Sponsor in connection with monitoring such Sponsor’s investment or enforcing its rights under this Plan of Arrangement; and (b) any approval, waiver, or consent required by this Plan of Arrangement that by its terms requires approval, waiver, or consent of any of the Sponsors or the Sponsors shall require the approval, waiver, or consent of each of the Sponsors.

7.4 Releases

Upon the issuance of the Certificate of Arrangement on the Effective Date, the Company, the Company Note Trustees and the Sponsors and their respective Subsidiaries and Affiliates’ and their respective present and former shareholders, officers, directors, employees, auditors, advisors, legal counsel and agents (collectively, the “Released Parties”) shall be released and discharged from any and all demands, claims, liabilities, actions, causes of action, counterclaims, suits, debts, sums of money, accounts, covenants, damages, judgments, expenses, executions, liens and other recoveries on account of any indebtedness, liability, obligation, demand or cause of action of whatever nature that any Person (including, any Person who may claim contribution or indemnification against or from any Released Party)

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may be entitled to assert, whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act or omission, transaction, dealing or other occurrence existing or taking place on or prior to the Effective Date relating to, arising out of, or in connection with the Company Notes, the Company Note Indenture, the Arrangement Agreement, the Arrangement, the Plan of Arrangement and any proceedings commenced with respect to or in connection with this Plan of Arrangement; provided that nothing in this Section 7.4 will release or discharge any of the Released Parties from or in respect of any of their respective obligations under this Plan of Arrangement, the New Company Notes, the New Company Note Indenture, and further provided that nothing herein will release or discharge a Released Party if the Released Party is adjudged by the express terms of a non-appealable judgment rendered on a final determination on the merits to have committed gross negligence, fraud or willful misconduct.

7.5 Withholding Rights

The Company and any of the Subsidiaries of the Company, the Depositary and their respective Affiliates, as the case may be, shall be entitled to deduct or withhold from any amounts contemplated to be payable to any Company Shareholder, Company Noteholder, Company Optionholder or holder of Company DSUs under this Plan of Arrangement such amounts as are required to be deducted or withheld with respect to such payment under the Code, Tax Act or any other provision of federal, provincial, territorial, state, local or foreign tax Law, in each case, as amended or succeeded, or the administrative practice of the relevant Governmental Entity administering such Law, and subject to the provisions of any applicable income tax treaty, and shall remit or cause to be remitted the amount so deducted or withheld to the appropriate Governmental Entity. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid to the recipient of the payment in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted in accordance with applicable law to the appropriate taxing authority.

7.6 Post-Effective Time Dividends and Distributions

No dividends or other distributions payable in respect of New Company Common Shares with a record date after the Effective Time shall be paid to the holder of any certificate or certificates which, immediately prior to the Effective Time, represented outstanding Company Notes converted pursuant to Section 3.3(6) in respect of which New Company Common Shares were issued pursuant to the Arrangement, and all such dividends and other distributions shall be paid by the Company to the Depositary and shall be held by the Depositary in trust for such holders, in each case until the surrender of such certificate or certificates (or affidavit in accordance with Section 3.6) in accordance with Section 5.2(1) or until surrendered and/or forfeiture in accordance with Section 5.2(3). Subject to applicable Laws, following surrender of any such certificate or certificates (or affidavit in accordance with Section 3.6) in accordance with Section 5.2(1) there shall be paid to the holder thereof, without interest, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such New Company Common Shares to which such holder is entitled pursuant to the Arrangement.

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SCHEDULE I

TERMS FOR THE CLASS A SHARES OF THE COMPANY

The Corporation shall be authorized to issue an unlimited number of Class A Shares. The rights, privileges and conditions attaching to the Class A Shares as a class shall be as follows:

1. Class A Shares

1.1 Dividend

The holders of Class A Shares shall not be entitled to receive any dividends thereon.

1.2 Participation in Assets on Dissolution

In the event of the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the Class A Shares shall be entitled to receive, subject to the prior rights of the holders of the Preferred Shares, to receive from the property of the Company a sum equivalent to the aggregate Redemption Call Purchase Price (as hereinafter defined) of all the Class A Shares beneficially owned by them respectively before any amount shall be paid or any property of the Company distributed to the holders of common shares. After payment to the holders of Class A Shares of the amount so payable to them as above provided they shall not be entitled to share in any further distribution of the property of the Company.

1.3 Voting Rights

The Class A Shares shall be non-voting.

1.4 Call Rights

(a) The Company will have the overriding right (the “Redemption Call Right”), to and shall purchase from the holders of Class A Shares (other than Arrangement Participating Class A Shareholders) at the Redemption Call Time all of the Class A Shares then outstanding (other than those held by Arrangement Participating Class A Shareholders) for a cash payment equal to the Share Cash-Out Consideration (the “Redemption Call Purchase Price”). Upon the exercise of the Redemption Call Right by the Company, each holder will be obligated to sell all of the Class A Shares beneficially owned by the holder to the Company for cancellation at the Redemption Call Time and delivery by the Company to the holder of the Redemption Call Purchase Price for each share will be made on or as soon as practicable after the Redemption Call Time upon presentation and surrender to the Company of the certificates representing the Class A Shares or the Company Warrants which were exchanged for Class A Shares. From and after the Redemption Call Time, the holders of the Class A Shares called for purchase shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the Redemption Call Purchase Price shall not be made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected.

(b) The Redemption Call Right shall be deemed to be exercised at each applicable Redemption Call Time. Upon the exercise of the Redemption Call Right, the Company will purchase and the holders will sell all of the Class A Shares (other than those held by

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Arrangement Participating Class A Shareholders) then outstanding for a price per share equal to the Redemption Call Purchase Price

(c) Each holder of a Class A Share prior to the Redemption Call Time, whether of record or beneficial, by virtue of becoming and being a holder, will be deemed to acknowledge the Redemption Call Right in favour of the Company, and the overriding nature of this right in connection with the purchase for cancellation of Class A Shares and to be bound by such right in favour of the Company.

1.5 Other Defined Terms

For the purpose of these terms attaching to the Class A Shares, the following terms have the following meanings:

“Arrangement” means the arrangement under section 192 of the CBCA contemplated by, and on the terms and subject to the conditions set out in, the Plan of Arrangement.

“Arrangement Participating Class A Shareholders” means the holders of Class A Share whose Class A Shares are redeemed in accordance with Section 3.3(4) or Section 3.3(9) of the Plan of Arrangement.

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement sent to the Director after the Final Order was made.

“CBCA” means the Canada Business Corporations Act, as amended.

“Certificate of Arrangement” means the certificate of arrangement of the Company dated ·, 2017 issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement giving effect to the Arrangement.

“Company Warrants” means the outstanding warrants of the Company issued pursuant to the Company Warrant Indenture.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Director” means the Director appointed pursuant to section 260 of the CBCA.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Final Order” means the final order of the Court dated ·, 2017 and any amendments made thereto prior to the Effective Date, approving the Arrangement.

“Plan of Arrangement” means the plan of arrangement involving the Company approved by the Court pursuant to the Final Order.

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SCHEDULE E

COMPANY REPRESENTATIONS AND WARRANTIES

(1) Organization and Qualification. The Company and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable, and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Company and each of its Subsidiaries is duly registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities make such qualification, licensing or registration necessary, and has all Authorizations required to own, lease and operate its properties and assets and to conduct its business as now owned and conducted, except for such qualification, licensing and registration, the absence of which does not have or would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(2) Corporate Authorization. The Company has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate or similar proceedings on the part of the Company or any of its Subsidiaries are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than approval by the Board of the Company Circular, approval by the Company Shareholders and the Company Noteholders in the manner required by the Interim Order and Law and approval by the Court.

(3) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(4) Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by the Company or by any of its Subsidiaries other than: (a) the Interim Order and any approvals required by the Interim Order; (b) the Final Order; (c) the Regulatory Approvals; (d) filings with the Securities Authorities or the TSX; and (e) any actions or filings the absence of which is not material to the Company and its Subsidiaries, taken as a whole

(5) Non-Contravention. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement and the

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other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or result in any violation or breach of the Company’s Constating Documents or the organizational documents (including any certificates of formation or incorporation, charter, articles, bylaws, company or partnership agreement, operating agreement or similar document) of any of its Subsidiaries;

(b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law or other restriction imposed by any Governmental Entity applicable to the Company or any of its Subsidiaries or any of their material assets;

(c) allow any Person to exercise any rights, require any consent or notice under or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Contract, lease or other instrument indenture, deed of trust, mortgage, bond or any Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; or

(d) result in the creation or imposition of any Lien upon any of the material assets of the Company or its Subsidiaries, other than Permitted Liens,

with such exceptions, in the case of subparagraphs (b) through (d), as would not, individually or in the aggregate, have a Material Adverse Effect.

(6) Capitalization.

(a) The authorized capital of the Company consists of an unlimited number of Company Common Shares, an unlimited number of preferred shares issuable in series. As of the date of this Agreement, there were: (i) 183,694,082 Company Common Shares issued and outstanding; and (ii) nil preferred shares issued and outstanding. All outstanding Company Common Shares have been duly authorized and validly issued, are fully paid and non-assessable. All of the Company Common Shares issuable upon the exercise of rights under the Company Stock Option Plan, including outstanding Company Options and the Company Common Shares issuable upon exercise of the Company Warrants, have been duly authorized and, upon issuance in accordance with their respective terms, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. There are no outstanding contractual or other obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company’s or any of its Subsidiaries’ securities. Other than the Company Common Shares, there are no securities or other instruments or obligations of the

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Company or of any of its Subsidiaries that carry (or, apart from the Company Warrants, which are convertible into, or exchangeable for, securities having) the right to vote generally with the Company Shareholders on any matter.

(b) As of the date of this Agreement, there are 9,303,300 Company Common Shares issuable upon the exercise of all outstanding Company Options. Section 3.1(6)(b) of the Company Disclosure Letter contains a list each Company Option outstanding as of the date of this Agreement, with details regarding: (i) the number of Company Common Shares issuable therefor; (ii) the exercise price; (iii) the date of grant; (iv) the date of expiry; (v) the name of the registered holder, identifying whether such holder is an employee of the Company or its Subsidiaries; and (vi) whether such Company Option is vested or unvested (including any performance conditions, as applicable) and is exercisable, identifying whether such vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement.

(c) As of the date of this Agreement, there are 3,278,540 Company DSUs outstanding. Section 3.1(6)(c) of the Company Disclosure Letter contains a list of the Company DSUs outstanding as of the date of this Agreement, with details regarding the base value, date of grant, date of expiry, vesting schedule, if applicable, and the names of and the number of participants to whom such Company DSUs have been granted.

(d) As of the date of this Agreement, there are 21,700,000 Company Warrants outstanding each exercisable for one (1) Company Common Share for an exercise price of C$0.80.

(e) As of the date of this Agreement, the Company has an aggregate principal amount of $350,000,000 of Company Notes outstanding and MMGSA has a principal amount of $50,000,000 MMGSA Notes outstanding.

(f) Except as disclosed in the Company Disclosure Letter, there are no issued, outstanding or authorized options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Company or of any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or of any of its Subsidiaries.

(g) Other than in connection with the Arrangement and the transactions described in this Agreement, the Company nor any of its Subsidiaries is a party to any voting agreements with respect to any shares in the capital of or other equity or voting interests in the Company or any of its Subsidiaries and, to the knowledge of the Company, as of the date hereof, there are no irrevocable proxies and no voting agreements with respect to any shares in the capital of, or other equity or voting interests in, the Company or any of its Subsidiaries.

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(h) The Company Stock Option Plan and the issuance of Company Common Shares under such plans (including all outstanding Company Options) have been duly authorized by the Board in compliance with Law and the terms of the Company Stock Option Plan, and have been recorded on the Company’s financial statements in accordance with IFRS, and no such grants involved any “back dating”, “forward dating”, “spring loading” or similar practices.

(i) The issuance of Company DSUs (including all outstanding Company DSUs) has been duly authorized by the Board (or a duly authorized committee thereof) in compliance with Laws, and has been recorded on the Company’s financial statements in accordance with IFRS, and no such grants involved any “back dating”, “forward dating”, “spring loading” or similar practices.

(7) Shareholders’ and Similar Agreements. Neither the Company nor any of its Subsidiaries is subject to, or affected by, any unanimous shareholders agreement and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or of any of its Subsidiaries or pursuant to which any Person other than the Company or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the Company or in any of its Subsidiaries. None of the Company or any of its Subsidiaries has in place, and the Company Shareholders have not adopted or approved, any shareholders rights plan or a similar plan giving rights to acquire additional Company Common Shares upon execution or performance of the obligations under this Agreement.

(8) Subsidiaries.

(a) The following information with respect to each Subsidiary of the Company as of the date of this Agreement is accurately set out in Section 3.1(8)(a) of the Company Disclosure Letter: (i) its name; (ii) the percentage owned directly or indirectly by the Company and the percentage owned by registered holders of capital stock or other equity interests if other than the Company and its Subsidiaries; and (iii) its jurisdiction of incorporation, organization or formation and its entity type.

(b) The Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests of each of its Subsidiaries, free and clear of any Liens (other than Permitted Liens), all such shares or other equity interests so owned (directly or indirectly) by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or other equity interests have been issued in violation of any pre-emptive or similar rights. Except for the shares or other equity interests owned by the Company in any Subsidiary, the Company does not own, beneficially or of record, any equity interests of any kind in any other Person.

(9) Securities Law Matters. The Company is a “reporting issuer” under Securities Laws in each of the provinces and territories of Canada. The Company Common Shares are listed and posted for trading on the TSX. None of the Company’s Subsidiaries are

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subject to any continuous or periodic, or other disclosure requirements under any securities laws in any jurisdiction. The Company is not in default of any material requirements of any Securities Laws. The Company has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending or in effect, or, to the knowledge of the Company, has been threatened, or is expected to be implemented or undertaken, and, to its knowledge, the Company is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any

such order or restriction. The Company has timely filed or furnished with the TSX and any Governmental Entity all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws or furnished by the Company with the TSX and the appropriate Governmental Entity since December 31, 2014 through the date hereof (the “TSX Documents”). The documents comprising the TSX Documents complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on

the date of such filing), contain any Misrepresentation. The Company has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other material confidential filings (including redacted filings) filed to or furnished with, as applicable, any Securities Authority. There are no outstanding or

unresolved comments in comments letters from any Securities Authority with respect to any of the TSX Documents and, to the Company’s knowledge, neither the Company nor any of the TSX Documents is subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

(10) Financial Statements.

(a) The Company’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2016, 2015 and 2014 (including any of the notes or schedules thereto, the auditor’s report thereon and related management’s discussion and analysis): (i) were prepared in accordance with IFRS and applicable Law; and (ii) fairly present in all material respects in accordance with IFRS, the assets, liabilities (whether accrued, absolute, contentment or otherwise), consolidated financial position, consolidated statement of income, comprehensive income, financial performance and cash flows of the Company and its Subsidiaries as of their respective dates and for the respective period covered by such financial statements (except as may be expressly indicated in the notes to such financial statements), subject to normal year-end adjustments and the absence of notes in the case of any interim financial statements. Other than as a result of the transactions contemplated by this Agreement, the Company does not intend to correct or restate, nor, to the knowledge of the Company is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in this Paragraph (10). There are no, nor are there any commitments to become a party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other relationship

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of the Company or of any of its Subsidiaries with unconsolidated entities or other Persons.

(b) The financial books, records and accounts of the Company and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries; and (iv) accurately and fairly reflect the basis of the Company’s financial statements.

(11) Disclosure Controls and Internal Control over Financial Reporting.

(a) The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings) that are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) The Company has established and maintains a system of internal control (as such term is defined in National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings) over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(c) To the knowledge of the Company, as of the date of this Agreement, there is no material weakness (as such term is defined in National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of the Company’s internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company, and, to the knowledge of the Company, since December 31, 2014, no such material weakness or fraud has existed or occurred. To the knowledge of the Company, none of the Company, any of its Subsidiaries or any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or

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auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

(12) Auditors. The auditors of the Company are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 — Continuous Disclosure Obligations) with the present or any former auditors of the Company.

(13) No Undisclosed Liabilities. There are no material liabilities or obligations of the Company or of any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the audited consolidated financial statements of the Company as at and for the fiscal years ended December 31, 2016, 2015 and 2014 (including any notes or schedules thereto and related management’s discussions and analysis); (ii) incurred in the Ordinary Course since December 31, 2014; (iii) under the Credit Agreement; or (iv) incurred in connection with this Agreement.

(14) Absence of Certain Changes or Events. Since December 31, 2015, other than the transactions contemplated in this Agreement, the business of the Company and of each of its Subsidiaries has been conducted in the Ordinary Course and there has not occurred a Material Adverse Effect.

(15) Long-Term and Derivative Transactions. Neither the Company nor any of its Subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions or currency options or production sales transactions having terms greater than 90 days or any other similar transactions (including any option with respect to any of such transactions) or any combination of such transactions.

(16) Related Party Transactions. Neither the Company nor any of its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, the Company or any of its Subsidiaries or any of their respective Affiliates or associates (except for amounts due in the Ordinary Course as salaries, bonuses, director’s fees or equity-linked payments, amounts owing under any contracting agreement with any such independent contractor or the reimbursement of Ordinary Course expenses). There are no Contracts (other than employment arrangements or independent contractor arrangements) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any shareholder, officer or director of the Company or any of its Subsidiaries, or any of their respective Affiliates or associates.

(17) No “Collateral Benefit”. Other than Arbiter and Fidelity, no related party of the Company (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Company Common Shares, except for related parties who, to the knowledge of the

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Company, will not receive a “collateral benefit” (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.

(18) Compliance with Laws. With respect to Laws other than those that are the subject of specific representations and warranties in Paragraph (39)(b) of this Schedule E, the Company and each of its Subsidiaries is, and since December 31, 2014 has been, in compliance in all material respects with such Laws and neither the Company nor any of its Subsidiaries is conducting its business so as to violate any such Laws in any material respect. Neither the Company nor any of its Subsidiaries or, to the knowledge of the Company, their respective officers or directors (in their capacity as a director or officer), has been convicted of or charged with any crime or is subject to or otherwise under any investigation with respect to, has been charged or to the knowledge of the Company threatened to be charged with, or has received notice of, any violation or potential violation of any Law.

(19) Authorizations. The Company and each of its Subsidiaries own, possess or have obtained all material Authorizations that are required by Law in connection with the operation of the business of the Company and of each of its Subsidiaries as presently conducted, or in connection with the ownership, operation or use of their assets. The Company or its Subsidiaries, as applicable, lawfully hold, own or use, and have complied in all material respects with, all such Authorizations. Each such Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course. No action, investigation or proceeding is, to the knowledge of the Company, pending in respect of or regarding any such Authorization and none of the Company or any of its Subsidiaries has received notice, whether written or oral, of revocation, non- renewal or material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or materially amend any such Authorization.

(20) Director and Officer Support. The Company has provided true, correct and complete copies of the Voting Support Agreements to the Sponsors as enclosures to the Company Disclosure Letter. To the knowledge of the Company, each Voting Support Agreement is in full force and effect, has not been amended, supplemented or modified in any respect, and constitutes a legal, valid and binding obligation of each party to such agreement, enforceable against each such party in accordance with its terms and conditions, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and, as to enforceability, by general principles of equity.

(21) Material Contracts.

(a) Section 3.1(21)(a) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts. True and complete copies of the Material Contracts have been disclosed in the Data Room and no such contract has been materially modified, rescinded or terminated.

(b) Each Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Company or a Subsidiary of the Company, as applicable, in

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accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally, and to general principles of equity).

(c) To the knowledge of the Company, the Company and each of its Subsidiaries has performed in all material respects all respective material obligations required to be performed by them to date under the Material Contracts and neither the Company nor any of its Subsidiaries is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default.

(d) None of the Company or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any material breach or default under nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or default under any such Material Contract by any other party to a Material Contract.

(e) None of the Company or any of its Subsidiaries has received any notice (whether written or oral), that any party to a Material Contract intends to cancel, terminate or otherwise materially modify or not renew its relationship with the Company or with any of its Subsidiaries, and, to the knowledge of the Company, no such action has been threatened. No party to any Material Contract has asserted or has any right to offset, discount or otherwise abate any material amount owing under such Material Contract except as expressly set forth in such Material Contract.

(22) Real Property. Neither the Company nor any of its Subsidiaries owns any real property. The Company and its Subsidiaries have good and valid leasehold interests in all of the Company Leased Property, free and clear of all Liens, other than Permitted Liens. Section 3.1(22) of the Company Disclosure Letter sets forth a true, correct, and complete list of the Company Leased Properties and the Real Property Leases. Each material lease, sublease, license or occupancy agreement (each, a “Real Property Lease”, and together, the “Real Property Leases”) for real or immovable property leased, subleased, licensed or occupied by the Company or its Subsidiaries (each a “Company Leased Property”, and together, the “Company Leased Properties”) is valid, legally binding and enforceable against the Company or its Subsidiary, as applicable, and to the knowledge of the Company or its Subsidiary, the other parties, in accordance with its terms and in full force and effect unamended by oral or written agreement, true and complete copies of which (including all related amendments, supplements, notices and ancillary agreements) have been disclosed in the Data Room, and none of the Company or any of its Subsidiaries is in material breach of, or default under, any Real Property Lease, and no event has occurred which, with notice, lapse of time or both, would constitute such a material breach or default by the Company or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder. To the knowledge of the Company, no counterparty is in breach of or default under any of the Real Property Leases. To the knowledge of the Company, no third party has repudiated

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or has the right to terminate or repudiate any Real Property Lease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the Real Property Leases) or any provision thereof. To the knowledge of the Company, there is no pending, or threatened, appropriation, condemnation, or like action materially affecting any of the Company Leased Properties or any part thereof or any sale or other disposition of any of the Company Leased Properties. The Company has not leased, subleased or otherwise granted to any Person the right to use or occupy any of the Company Leased Property, except as listed in Section 3.1(22) of the Company Disclosure Letter.

(23) Environmental Matters. The Company and its Subsidiaries are, and have been in compliance in all material respects with applicable Environmental Laws, including obtaining and complying with permits required under Environmental Laws. Neither the Company nor any Subsidiary has received any claim or notice alleging noncompliance with or liability arising under any Environmental Law. Neither the Company nor any Subsidiary has released, transported or disposed of, or arranged for the disposal or transport of Hazardous Materials except in compliance with Environmental Laws or as would not reasonably be expected, individually or in the aggregate, to result in material liability. There are no events, conditions or circumstances reasonably likely to result in material liability to the Company or its Subsidiaries pursuant to Environmental Law or relating to the presence of or exposure to Hazardous Materials. Neither the Company nor any Subsidiary (i) is subject to any order, decree, or judgement issued pursuant to Environmental Law or (ii) has assumed, by contract or operation of Law, any liability of any other Person pursuant to Environmental Laws.

(24) Assets.

(a) The Company and/or its Subsidiaries have good title to all material personal property of any kind or nature which the Company or any of its Subsidiaries purports to own, free and clear of all Liens (other than Permitted Liens). The Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by and material to the Company or any of its Subsidiaries as used, possessed and controlled by the Company or its Subsidiaries, as applicable.

(b) The equipment, technology and communications hardware and other tangible personal property of the Company are in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. None of such equipment or other property is in need of maintenance or repairs except for routine maintenance and repairs in the Ordinary Course that are not material in nature or cost.

(25) Intellectual Property.

(a) Section 3.1(25)(a) of the Company Disclosure Letter sets forth an accurate and complete list of (i) all Company IP Registrations, (ii) all material unregistered Company Intellectual Property and (iii) Social Media Accounts. All of the

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registrations, issuances and applications set out in Section 3.1(25)(a) of the Company Disclosure Letter are valid, in full force and effect and have not expired or been cancelled, abandoned or otherwise terminated, and payment of

all renewal and maintenance fees and expenses in respect thereof, and all filings related thereto, have been duly made where failure to make any such payment or filing would result in a Material Adverse Effect. The Company and its

Subsidiaries have taken all reasonable steps to maintain the Company Intellectual Property and to protect and preserve the confidentiality of all trade secrets and other confidential information included in the Company Intellectual

Property, including requiring all Persons having access thereto execute written non-disclosure agreements.

(b) (i) The Company and/or its Subsidiaries own and possess all right, title and interest in and to the Company Intellectual Property; (ii) the Company and/or its Subsidiaries are authorized to use the Social Media Accounts, in all material respects, in a manner consistent with the conduct of business, as presently conducted, of the Company and its Subsidiaries; (iii) the Company and/or its Subsidiaries own all right, title and interest in and to, or have validly licensed (and are not in material breach of such licenses) all Intellectual Property rights that are material for the conduct of the business, as presently conducted, of the Company and its Subsidiaries, in each case, free and clear of all Liens other than Permitted Liens; (iv) all Intellectual Property rights that are owned by or licensed to the Company and/or its Subsidiaries are sufficient, in all material respects, for conducting the business, as presently conducted, of the Company and its Subsidiaries; and (v) all Intellectual Property rights owned or, to the knowledge of the Company, licensed by the Company and/or its Subsidiaries are valid and enforceable.

(c) The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of the Company’s right to own, use or hold for use any material Intellectual Property as owned, used or held for use in the conduct of the business, as presently conducted, of the Company and its Subsidiaries, including any such rights as granted pursuant to a Company IP Agreement.

(d) The conduct of the business of the Company and its Subsidiaries as presently and formerly conducted (including such conduct as relates to the use and exploitation of Songs), the Company Intellectual Property and, to the knowledge of the Company, the use by the Company and its Subsidiaries of any Intellectual Property rights licensed to them, Social Media Accounts (to the extent content thereon has been posted or distributed by the Company or any of its Subsidiaries) or Technology owned by them does not breach, violate, infringe or interfere with any rights of any other Person. There is no Action (including any oppositions, interferences or re-examinations) pending or, to the knowledge of the Company, threatened (including in the form of offers to obtain a license): (i) alleging any breach, violation, infringement or interference of, or underpayment

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with respect to the use of, the Intellectual Property of any Person by the Company or its Subsidiaries (including in connection with any Songs); (ii) challenging the Company’s or any of its Subsidiaries’ rights in or to any

Company Intellectual Property, Social Media Accounts or Songs; or (iii) by the Company, its Subsidiaries or any other Person alleging any breach, violation, infringement or interference by any Person of the Company Intellectual

Property. To the knowledge of the Company, there is no existing fact or circumstance that would be reasonably expected to give rise to any such Action. To the knowledge of the Company, no Person is infringing upon or otherwise

violating any Company Intellectual Property or Intellectual Property rights licensed by the Company or its Subsidiaries.

(e) Section 3.1(25)(e) of the Company Disclosure Letter sets forth an accurate and complete list of all Company IP Agreements. The Company has made available to the Sponsors true and complete copies of all such Company IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Company IP Agreement is valid and binding on the Company or a Subsidiary of the Company in accordance with its terms and is in full force and effect. Neither the Company nor any of its Subsidiaries, nor any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of breach or default of or any intention to terminate or not to renew any Company IP Agreement, and, to the knowledge of the Company, no facts or circumstances exist that, with notice or lapse of time or both, would constitute a breach or default under any Company IP Agreement, or could prevent the renewal or extension of any Company IP Agreement on industry-standard terms.

(f) The Company and its Subsidiaries have a privacy policy (the “Privacy Policy”) regarding the collection and use of personally identifiable information (“Personal Information”), a true, correct and complete copy of which has been provided to the Sponsors prior to the date hereof. The Company and each of its Subsidiaries is in material compliance with all applicable Laws regarding the collection, use and protection of Personal Information and with the Company’s and its Subsidiaries’ Privacy Policy, and, to the knowledge of the Company, no Person has gained unauthorized access to or made any unauthorized use of any such Personal Information maintained by the Company or any of its Subsidiaries. The Company and its Subsidiaries have industry standard (for a company of similar size in the industry) security measures in place to protect Personal Information stored in their computer systems from unlawful use by any third party. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby will not violate the Privacy Policy as it currently exists or as it existed at any time during which any of the Personal Information was collected or obtained. Upon the Closing, the Company and its Subsidiaries will continue to have the right to use Personal Information on substantially similar terms and conditions as the Company and its Subsidiaries enjoyed immediately prior to the Closing. No Actions are

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pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to the collection or use of Personal Information.

(g) All computer hardware and associated firmware and operating systems, application software, database engines and processed data, technology infrastructure and other computer systems used in connection with the conduct of the business of the Company and its Subsidiaries (collectively, the “Technology”) (i) is sufficient, in all material respects, for conducting the business, as presently conducted, of the Company and its Subsidiaries and the Company and its Subsidiaries own or have validly licensed or leased (and are not in material breach of such licenses or leases) such Technology, and (ii) to the knowledge of the Company, (x) is free from any material software defect and does not contain any virus, software routing or hardware component designed to permit unauthorized access to or to disable or otherwise harm any computer, systems or software and (y) performs in material conformance with its documentation and functional specifications. To the knowledge of the Company, (A) there has been no material failure of any Technology in the past two (2) years which has not been fully resolved and, (B) no Person has gained unauthorized access to the Technology. The Technology licensed to customers of the Company and its Subsidiaries (including any mobile or web-based applications) provides sufficient redundancy and speed to meet industry standards relating to high availability and, to the knowledge of the Company, such Technology will operate and continue to be accessible to end users on such high availability basis after the Closing.

(h) No Person other than the Company and its Subsidiaries enjoys or has possession of or access to the source code of any Software owned by the Company or any of its Subsidiaries (the “Company Software”), or is or will be entitled to obtain possession of any part or component thereof or access thereto as a result of the operations of the business of the Company and its Subsidiaries as currently conducted or the consummation of the transactions contemplated hereunder. The Company and its Subsidiaries have the source code for each material version of the Company Software used in the past two (2) years, as well as all documentation related thereto, sufficient to enable a software developer of reasonable skill to understand, debug, repair, revise, modify, enhance, compile, support and otherwise utilize such Company Software without reference to other sources of information. Section 3.1(25)(h) of the Company Disclosure Letter sets forth all Company Software that integrates source code that is subject to any Open Source license. No Open Source has been used in or is being used in, embedded or incorporated into, integrated or bundled with, or linked with or to, any Company Software under any license requiring the Company or any of its Subsidiaries to: (i) disclose any Company Software source code; (ii) license any Company Software source code for the purposes of making derivative works; (iii) make available for redistribution to any Person any Company Software source code at no charge, in each case, excluding any obligation to disclose or licence the original source code of the applicable Open Source.

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(i) Each present or past employee, officer, consultant or any other Person who developed any Company Intellectual Property (including any Company Software) has executed a valid and enforceable Contract with the Company or a Subsidiary of the Company that (i) conveys to the Company or such Subsidiary any and all right, title and interest in and to all Intellectual Property developed by such Person in connection with such Person’s employment or engagement by the Company or such Subsidiary and (ii) obligates such Person to keep any confidential information, including trade secrets, of the Company and its Subsidiaries confidential both during and after the term of employment or Contract.

(26) Content Rights; Content Licenses.

(a) The Company and its Subsidiaries have obtained all Content Rights that are used in connection with the operation of the business as currently conducted by the Company and its Subsidiaries in each jurisdiction where content (including Songs) is made commercially available on any product or through any service of the Company or its Subsidiaries; provided, that in certain jurisdictions outside of the United States and Canada, a true and complete list of which is set forth in Section 3.1(26)(a) of the Company Disclosure Letter (the “Specified International Jurisdictions”), the Company’s and its Subsidiaries’ customers may obtain public performance rights from the applicable collective management organization in such Specified International Jurisdiction; and provided, further, that any losses or other damages, including incidental or consequential damages and punitive, special or indirect damages, arising out of or with respect to a failure by a customer to obtain and maintain such public performance rights in such Specified International Jurisdiction are borne solely by such customer and without any direct or indirect responsibility of, or liability to, the Company or any of its Subsidiaries. Upon the Closing, the Company and its Subsidiaries will continue to have the right to use Songs on substantially similar terms and conditions as the Company and its Subsidiaries enjoyed immediately prior to the Closing.

(b) Section 3.1(26)(b) of the Company Disclosure Letter sets forth (i) a true and complete list of all pending, requested and completed royalty audits made by any Person against the Company or any of its Subsidiaries with respect to the Content Licenses or any amounts due thereunder since January 1, 2012; and (ii) for each completed audit set forth therein, a summary of any adverse findings that resulted therefrom.

(c) Section 3.1(26)(c) of the Company Disclosure Letter sets forth a true and complete list of: (i) any material royalty-related payments (including, without limitation, advances) owed by the Company or any of its Subsidiaries pursuant to any Content License which have not been yet been paid; (ii) the amount of such unpaid royalty-related payments; (iii) the recipient’s name, as applicable; and (iv) the Content Licenses in respect of which such unpaid royalty related payments are owed, in each case as of the date hereof.

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(d) To the knowledge of the Company after due inquiry, neither the Company nor any of its Subsidiaries is in breach of a “most favored nation” provision or similar provision in any Content License, and no such provision or similar provision has been, or is reasonably likely to be, triggered by the Company’s or any of its Subsidiaries’ entry into any other Contract, except where the Company and/or its Subsidiaries have, prior to the date hereof, made adjustments under any such Content License to accord the applicable counterparty such more favorable terms, as applicable, in any other Contract. No counterparty to any Content License has alleged that any “most favored nation” provision or similar provision has been triggered.

(e) Section 3.1(26)(e) of the Company Disclosure Letter sets forth an accurate and complete list of all licenses, sublicenses, consents and other agreements pursuant to which the Company and any of its Subsidiaries are obligated to make any material payments to any unions or guilds for, including, but not limited to, the reproduction and/or distribution of any sound recordings and the Company and its Subsidiaries have made all payments required to be made, whether by contract or otherwise, to any union or guild for, including, but not limited to, the reproduction and/or distribution of any sound recordings.

(27) Litigation. Except any inquiry, investigation or proceeding solely related to satisfying or obtaining the Regulatory Approvals, there are no material claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Company, threatened, against or relating to the Company or any of its Subsidiaries or their respective businesses or affecting any of their respective current or former properties or assets by or before any Governmental Entity. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries before any Governmental Entity. Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that would have or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or that would or would be reasonably expected to prevent or delay the consummation of the Arrangement or the transactions contemplated hereby.

(28) Employees.

(a) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Law respecting employment, including pay equity, employment standards, labour, human rights, privacy, workers’ compensation and occupational health and safety, immigration, employee and independent contractor classification, overtime, collective bargaining, and there are no material outstanding claims, complaints, investigations or orders under any such Law and to the knowledge of the Company there is no basis for such claim.

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(b) Except as would not result in material liability for the Company and its Subsidiaries, taken as a whole, or as disclosed in the Company Disclosure Letter, all amounts due or accrued for all salary, wages, bonuses, commissions, vacation with pay, sick days, pensions, retirement payments and benefits, termination and severance pay and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in the books and/or records of the Company or of the applicable Subsidiary.

(c) No Company Employee has any agreement in relation to any employee’s termination, length of notice, pay in lieu of notice, severance, job security or similar provisions (other than such as results by Law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments, golden parachutes, severance payments, retention payments or agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of the Company or of any of its Subsidiaries.

(d) There are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Company nor any Subsidiary has been reassessed in any material respect under such legislation during the past three years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. As of the date of this Agreement, there are no claims or potential claims which may materially adversely affect the Company or any Subsidiary’s accident cost experience.

(e) There are no material charges pending with respect to the Company or its Subsidiaries under applicable occupational health and safety legislation (“OHSL”). The Company and each of its Subsidiaries have complied in all material respects with the terms and conditions of OHSL, as well as any orders issued under OHSL and there are no appeals of any material orders under OHSL currently outstanding.

(29) Collective Agreements.

(a) Other than the Collective Agreements listed in Section 3.1(29)(a) of the Company Disclosure Letter, neither the Company nor any Subsidiary is a party to, nor is engaged in any negotiations with respect to any collective bargaining or union agreement, any actual or, to the knowledge of the Company, threatened application for certification or bargaining rights or letter of understanding, with respect to any current or former Company Employee. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any aspect of the Company Employees by way of certification, interim certification, voluntary recognition, or succession rights of any employees other than the Collective Agreements listed in Section 3.1(29)(a) of the Company Disclosure Letter. The Company and its

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Subsidiaries are in material compliance with the Collective Agreements and there are no material grievances or arbitration proceedings under the Collective Agreements.

(b) There is no, and since December 31, 2014 has not been, any labour strike, lock-out, work slowdown, stoppage or material labor dispute pending or involving or, to the knowledge of the Company, threatened against the Company or any Subsidiary.

(c) No trade union has applied to have the Company or a Subsidiary declared a related successor, or common employer pursuant to applicable Law in any jurisdiction in which the Company or any Subsidiary carries on business.

(d) Neither the Company nor any of its Subsidiaries has engaged in any material unfair labour practice and no material unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries.

(e) Neither the Company nor any of its Subsidiaries as of the date of this Agreement, has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees that would prevent or materially restrict or impede the consummation of the transactions contemplated by this Agreement.

(f) As of the date of this Agreement, neither the Company nor any of its Subsidiaries is subject to any liabilities or obligations under the United States Worker Adjustment and Retraining Notification Act or any similar state or local Law that remain unsatisfied.

(30) Employee Plans.

(a) Section 3.1(30)(a) of the Company Disclosure Letter lists all material Employee Plans. The Company has disclosed in the Data Room true, correct and complete copies of all such material Employee Plans as amended, together with all related documentation including funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, financial statements, asset statements, material opinions and memoranda (whether externally or internally prepared) and material correspondence with regulatory authorities or other relevant Persons. No changes have occurred which would materially affect the information contained in the actuarial reports, financial statements or asset statements required to be provided to the Sponsors.

(b) All contributions, premiums or Taxes required to be made or paid by the Company or any of its Subsidiaries, as the case may be, under the terms of each material Employee Plan or by Law have been made in a timely fashion or if not due, are accurately reflected in the books and record of the Company of or the applicable Subsidiary.

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(c) To the knowledge of the Company, no material Employee Plan is subject to any investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any material Employee Plan required to be registered or qualified.

(d) All Employee Plans that are intended to be qualified and exempt from federal income Taxes under Section 401(a) and Section 501(a), respectively, of the Code have been the subject of or have timely applied for, as of the date of this Agreement, determination or opinion letters from the IRS to the effect that such Employee Plans and the trusts created thereunder are so qualified and tax- exempt, and no such determination letter has been revoked nor (i) to the knowledge of the Company, has revocation been threatened and (ii) to the knowledge of the Company, do any circumstances exist that could reasonably be expected to adversely affect such qualification or exemption. All Employee Plans subject to the Laws of any jurisdiction outside the United States that are intended to qualify for special tax treatment, meet all the requirements for such treatment; and that are intended to be funded or book-reserved, are fully funded or book- reserved, in all material respects, based upon reasonable actuarial assumptions.

(e) Neither the Company nor any of its Subsidiaries has, during the six-year period ending on the date of this Agreement, maintained, contributed to or been required to contribute to any Employee Plan that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code, or Section 4971 of the Code. Neither the Company nor any of its Subsidiaries has any unsatisfied liability under Title IV of ERISA and, to the knowledge of the Company, no condition exists that is reasonably likely to cause the Company or any of its Subsidiaries to incur a liability under Title IV of ERISA. Neither the Company nor any of its Subsidiaries has, or within the six-year period ending on the date of this Agreement has had, contributed to, been required to contribute to, or has or within the six-year period ending on the date of this Agreement has had any obligation or liability (including “withdrawal liability” within the meaning of Title IV of ERISA) with respect to, any Employee Plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA. No Employee Plan is a “multiple employer plan” (within the meaning of Section 4063 or Section 4064 of ERISA).

(f) No Employee Plan provides health, medical or other welfare benefits after retirement or other termination of employment (other than for continuation coverage required under Section 4980(B)(f) of the Code or applicable Law) in a manner that would reasonably be expected to result in any material liability to the Company and its Subsidiaries on or at any time after the Effective Time.

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(g) None of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) will (i) entitle any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries to any compensation or benefit; (ii) accelerate the time of payment or vesting, or trigger or increase any payment or funding, of any compensation or benefits, or trigger any other obligation, under any Employee Plan; or (iii) result in any breach or violation of, default under or limit the Company’s right to amend, modify or terminate any Employee Plan.

(h) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in the payment of any amount that would, individually or in combination with any other such payment, (i) not be deductible as a result of Section 280G of the Code (or any corresponding provisions of foreign, state or local Law relating to Tax); or (ii) be subject to the excise tax under Section 4999 of the Code. The Company has provided to the Sponsors (A) its preliminary calculations with respect to the impact of Sections 280G and 4999 of the Code (or any corresponding provisions of foreign, state or local Law related to Tax) to the extent available as of the date hereof and (B) for each Person intended to be a participant in the Mood Media Corporation Change of Control Award Plan, the form W-2 box 1 amount for calendar years 2012 through 2016, to the extent applicable.

(i) Neither the Company nor any of its Subsidiaries is a party to, or is otherwise obligated under, any plan, policy, agreement or arrangement that provides for the gross-up or reimbursement of Taxes imposed under Section 409A or 4999 of the Code (or any corresponding provisions of foreign, state or local Law relating to Tax).

(j) Neither the Company, any Employee Plan nor, to the knowledge of the Company, any trustee, administrator or other third-party fiduciary and/or party-in-interest thereof has engaged in any breach of fiduciary responsibility or any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) to which Section 406 of ERISA or Section 4975 of the Code applies and which would reasonably be expected to subject the Company, any ERISA Affiliate or any Employee Plan to any material Tax or penalty on prohibited transactions imposed by Section 4975 of the Code (or any corresponding provisions of Law).

(31) Insurance.

(a) The Company and each of its Subsidiaries is, and has been continuously since December 31, 2014 insured by reputable third-party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Company and its Subsidiaries and their respective assets.

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(b) To the knowledge of the Company each material insurance policy currently in effect that insures the physical properties, business, operations and assets of the Company and its Subsidiaries is valid and binding and in full force and effect and there is no material claim pending under any such policies as to which coverage has been questioned, denied or disputed. There is no material claim pending under any insurance policy of the Company or of any of its Subsidiaries that has been denied, rejected, questioned or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. All material proceedings covered by any insurance policy of the Company or of any of its Subsidiaries have been properly reported to and accepted by the applicable insurer.

(32) Customers and Suppliers. Section 3.1(32) of the Company Disclosure Letter is a true and correct list setting forth the ten largest suppliers to the Company and its Subsidiaries on a consolidated basis by dollar amount for the 12 month period prior to the date of this Agreement and the ten largest customers of the Company and its Subsidiaries based on the consolidated annual revenue of such customer for the 12 month period prior to the date of this Agreement.

(33) Taxes.

(a) The Company and each of its Subsidiaries has duly and timely filed all Tax Returns required to be filed by them prior to the date hereof and all such Tax Returns are true, complete and correct in all material respects.

(b) The Company and each of its Subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments, and all other Taxes due and payable by them on or before the date hereof (whether or not shown on any Tax Return), other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company. The Company and its Subsidiaries have provided adequate accruals in accordance with IFRS in the most recently published consolidated financial statements of the Company for any Taxes of the Company and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the Ordinary Course.

(c) No material deficiencies, litigation, audit, proposed adjustments or matters in controversy exist or have been asserted in writing with respect to Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any material audit, action, investigation or proceeding for assessment or collection of Taxes and no such event has been asserted in writing or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets.

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(d) No written claim has been made in the past five (5) years by any Governmental Entity in a jurisdiction where the Company and any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to material Tax by that jurisdiction.

(e) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Company or any of its Subsidiaries.

(f) For income Tax purposes: (i) the Company is resident in Canada and the United States; and (ii) each of its Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country.

(g) Neither the Company nor any of its Subsidiaries has: (i) directly or indirectly, transferred property or supplied services to, or acquired property or services from, any Person who is a non-resident of Canada (within the meaning of the Tax Act) with whom it was not dealing at arm’s length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of such property or services; (ii) failed to make or obtain, where required, records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act; or (iii) entered into any advance pricing agreement with any Governmental Entity.

(h) The Company and each of its Subsidiaries has withheld or collected from their respective employees, independent contractors, creditors, stockholders and third parties all material amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.

(i) The Company has made available to the Sponsors true, correct and complete copies of all material Tax Returns, examination reports and statements of deficiencies for taxable periods, or transactions consummated, for which the applicable statutory periods of limitations have not expired.

(j) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Company or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

(k) Neither the Company nor any of its Subsidiaries has (A) participated in any reportable transaction within the meaning of Treasury Regulations Section 1.6011-4(b) (or any similar provision of state, local or non-U.S. Tax law) or (B) taken any reporting position on a Tax Return, which reporting position (i) if not sustained would be reasonably likely, absent disclosure, to give rise to a penalty for substantial understatement of federal income Tax under Section 6662 of the Code (or any similar provision of state, local, or non-U.S. Tax law), and (ii) has not adequately been disclosed on such Tax Return in accordance with Section

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6662(d)(2)(B) of the Code (or any similar provision of state, local, or non-U.S. Tax law).

(l) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the sharing, allocation or indemnification of Taxes, or any similar agreement, contract or arrangement, other than any agreement entered in the Ordinary Course the primary purpose of which is not Taxes (collectively, “Tax Sharing Agreements”) or has any liability for Taxes of any Person (other than members of the affiliated group, within the meaning of Section 1504(a) of the Code, filing consolidated federal income Tax returns of which the Company is the common parent under Treasury Regulation § 1.1502-6, Treasury Regulation § 1.1502-78 or similar provision of state, local or non-U.S. Tax law, as a transferee or successor, by contract, or otherwise.

(m) Neither the Company nor any of its Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for tax-free treatment under Section 355 of the Code (i) in the two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with this acquisition.

(n) Neither the Company nor any of the Subsidiaries will be required to include in a taxable period ending after the Effective Date taxable income attributable to income that accrued in a taxable period prior to the Effective Date but was not recognized for Tax purposes in such prior taxable period (or to exclude from taxable income in a taxable period ending after the Effective Date any deduction the recognition of which was accelerated from such taxable period to a taxable period prior to the Effective Date) as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting, Section 481 of the Code or Section 108(i) of the Code or comparable provisions of state, local or foreign Tax Law.

(o) Neither the Company nor any of its Subsidiaries has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of state, local or foreign Tax law, and neither the Company nor any of its Subsidiaries is subject to any private letter ruling of the IRS or comparable ruling of any other Governmental Entity.

(p) Neither the Company nor any of its Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(34) Financial Advisor Opinion. The Board has received the Financial Advisor Opinions.

(35) Brokers. Except for the engagement letter between the Company and the Financial Advisors and the fees payable under or in connection with such engagement and as

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disclosed in Section 3.1(35) of the Company Disclosure Letter, no investment banker, broker, finder, financial adviser or other intermediary has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries or is entitled to any fee, commission or other payment from the Company or any of its Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement.

(36) Board Approval. As of the date hereof, the Board has: (a) determined that the Arrangement is in the best interests of the Company; (b) resolved to recommend that the Company Shareholders vote in favour of the Arrangement Shareholder Resolution and the Continuance and Domestication Resolution; (c) resolved to recommend that the Company Noteholders vote in favour of the Arrangement Noteholder Resolution, and (d) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations.

(37) Money Laundering. The operations of the Company and of each of its Subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements and money laundering Laws and the rules and regulations thereunder and any related or similar Laws, rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity relating to money laundering (collectively, the “Money Laundering Laws”) and, to the knowledge of the Company, no action, suit or proceeding by or before any court or Governmental Entity involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or threatened.

(38) Export Controls. Neither the Company nor any of its Subsidiaries sells, exports or possesses any equipment, products, software, systems, or technical data that are controlled under the International Traffic in Arms Regulations. Except for items properly classified under EAR99, neither the Company nor any of its Subsidiaries sells, exports or possesses any equipment, products, software, systems, or technical data that are controlled under the Export Administration Regulations.

(39) Sanctions.

(a) Neither the Company nor any of its Subsidiaries nor any director or officer of the Company or any of its Subsidiaries nor, to the knowledge of the Company, any employee or agent acting for or on behalf of the Company or any of its Subsidiaries is designated on, or is owned or controlled by any party that is designated on, any list of sanctioned parties maintained by the United States, the United Kingdom, or the European Union, including the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).

(b) Since January 1, 2012: (i) neither the Company nor any of its Subsidiaries has participated in or facilitated any transaction involving a person or entity referred to in Paragraph (39)(a) above, or any country or territory subject to comprehensive sanctions imposed by the United States (including under OFAC

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SCHEDULE F

APOLLO SPONSOR REPRESENTATIONS AND WARRANTIES

(1) Organization and Qualification. Apollo Sponsor is a Delaware limited partnership duly formed and validly existing under the laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.

(2) Corporate Authorization. Apollo Sponsor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by Apollo Sponsor of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of Apollo Sponsor and no other corporate or other proceedings on the part of Apollo Sponsor are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.

(3) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Apollo Sponsor, and constitutes a legal, valid and binding agreement of Apollo Sponsor enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(4) Governmental Authorization. The execution, delivery and performance by Apollo Sponsor of its obligations under this Agreement and the consummation by Apollo Sponsor of the Arrangement and the transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by Apollo Sponsor other than: (a) the Interim Order and any approvals required by the Interim Order; (b) the Final Order; (c) the Regulatory Approvals; and (d) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, materially impede the ability of Apollo Sponsor to consummate the Arrangement and the transactions contemplated hereby.

(5) Non-Contravention. The execution, delivery and performance by Apollo Sponsor of its obligations under this Agreement and the consummation of the Arrangement and the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or result in any violation or breach of the organizational documents of Apollo Sponsor; or

(b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law applicable to Apollo Sponsor or any of its properties or assets except as would not,

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SCHEDULE G

GSO SPONSORS REPRESENTATIONS AND WARRANTIES

(1) Organization and Qualification. Such GSO Sponsor is validly existing under the laws of the jurisdiction of its formation and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted.

(2) Authorization. Such GSO Sponsor has the requisite power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by such GSO Sponsor of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary action on the part of such GSO Sponsor and no other proceedings on the part of such GSO Sponsor are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.

(3) Execution and Binding Obligation. This Agreement has been duly executed and delivered by such GSO Sponsor, and constitutes a legal, valid and binding agreement of such GSO Sponsor enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(4) Governmental Authorization. The execution, delivery and performance by such GSO Sponsor of its obligations under this Agreement and the consummation by such GSO Sponsor of the Arrangement and the transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by such GSO Sponsor other than: (a) the Interim Order and any approvals required by the Interim Order; (b) the Final Order; (c) the Regulatory Approvals; and (d) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made, would not, individually or in the aggregate, materially impede the ability of such GSO Sponsor to consummate the Arrangement and the transactions contemplated hereby.

(5) Non-Contravention. The execution, delivery and performance by such GSO Sponsor of its obligations under this Agreement and the consummation of the Arrangement and the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(a) contravene, conflict with, or result in any violation or breach of the organizational documents of such GSO Sponsor; or

(b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law applicable to such GSO Sponsor or any of its properties or assets except as would not, individually or in the aggregate, materially impede the ability of such GSO

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SCHEDULE H

SPONSORS REPRESENTATIONS AND WARRANTIES

(1) Commitment Letters. As of the date of this Agreement, the Sponsors have delivered to the Company true, correct and complete copies of: (a) an executed commitment letter, dated as of the date of this Agreement, between Apollo Sponsor and the other Persons party thereto (the “Apollo Equity Commitment Letter”) pursuant to which such Persons commit, subject to the terms and conditions thereof, to invest in Apollo Sponsor, directly or indirectly, the cash amounts set forth therein for the purpose of funding a portion of the consideration required to consummate the Arrangement (the “Apollo Equity Financing” and, together with the GSO Equity Financing, the “Equity Financing”); and (b) an executed commitment letter, dated as of the date of this Agreement, among the Apollo Sponsor, the GSO Sponsors and the Company (the “Non- Lender Parties”) and the lender party thereto (the “Debt Commitment Letter” and, together with the Apollo Equity Commitment Letter, the “Commitment Letters”) pursuant to which the Sponsor Financing Sources have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein in order to consummate the Credit Facility Refinancing and the MMGSA Note Redemption (the “Debt Financing” and, together with the Equity Financing, the “Financing”). The Sponsors have also delivered to the Company a true, correct and complete copy of any fee letter (which may be delivered with the fee amounts, “flex” terms and other economic terms therein redacted in a customary manner so long as no redaction covers provisions related to conditionality, availability or termination of the Financing) in connection with the Debt Commitment Letter (any such letter, a “Fee Letter”). The Apollo Equity Commitment Letter provides that the Company is an express third-party beneficiary thereof in connection with the Company’s exercise of its rights under Section 9.5(2).

(2) No Amendments. As of the date of this Agreement: (a) the Commitment Letters and the terms of the Financing have not been amended or modified prior to the date of this Agreement (and, to the knowledge of the Sponsors, no such amendment or modification is contemplated except in connection with any amendment to effectuate any “market flex” terms contained in the Fee Letters in the form delivered to the Company (subject to redaction as noted in paragraph (1) above) and (b) to the knowledge of the Sponsors, the respective commitments contained therein have not been withdrawn, terminated, repudiated, rescinded, amended, supplemented or modified in any respect. There are no other Contracts, agreements, side letters or arrangements to which the Sponsors are a party relating to the funding of the full amount of the Financing, other than as expressly set forth in the Agreement, the Commitment Letters or any Fee Letters.

(3) Sufficiency of Debt Financing. Assuming: (a) the Debt Financing is funded in accordance with the Debt Commitment Letter; (b) the accuracy in all material respects of the representations and warranties set forth in Section 3.1; and (c) the performance by the Company and its Subsidiaries of the covenants and agreements contained in this Agreement, the Debt Financing, together with any Projected Cash-On Hand (as defined in the Plan of Arrangement) and the amounts to be contributed by the GSO Sponsors and the Apollo Sponsor as contemplated in Section 2.10(1) and Section 2.10(2), respectively, is sufficient to (i) consummate the Credit Facility Refinancing and the

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711 FIFTH AVENUE· NEW YORK, N.Y. 10022 · (212) 832-8000

April 12, 2017

The Board of Directors and the Special Committee

Mood Media Corporation

1703 W. 5th Street, Suite 600

Austin , Texas, 78703

The Board of Directors and the Special Committee:

We understand that Mood Media Corporation (“Mood”), a corporation continued und er the Canada Business Corporations Act (the “CBCA”) proposes to enter into an agreement (the “Agreement”) with AP Mixtape Holdings, L.P., a limited partnership existing under the laws of Delaware (“Apollo Sponsor”) and FS Investment Corporation, a corporation existing under the laws of Maryland, FS Investment Corporation II, a corporation existing under the laws of Maryland, Cobbs Creek LLC, a limited liability company exi sting under the laws of Delaware, Juniata River LLC, a limited liability company existing under the laws of Delaware, Race Street Funding LLC, a limited liability company existing under the laws of Delaware, and Blackstone I GSO Strategic Credit Fund, a statutory trust existing under the laws of Delaware (collectively, the “GSO Sponsor,” and, together with Apollo Sponsor, the “Sponsors”) pursuant to which, amon g other things, the holders (the “Shareholders”) of the common shares in the capital of Mood (the “Common Shares”) other than certain funds and accounts managed by Arbiter Partners Capital Management, LLC (collectively, ‘‘Arbiter”) will receive a cash payment equal to C$0.17 (the “Share Cash-Out Consideration”) for each Common Share held by such Shareholder, and each Common Share shall be, and shall be deemed to be, redeemed and cancelled by Mood solely in exchange for the Share Cash-Out Consideration (the “Share Cash-Out”). The Share Cash-Out Consideration that would otherwise be payable for the Common Shares held by Arbiter will be reinvested in Mood in exchange for New Company Common Shares (as defined in the Agreement) (the “Arbiter Exchange”). As more fully described in the Agreement, such redempti on of common shares will be effected as part of a plan of arrangement pursuant to section 192 of the CBCA consistent with the terms of the Agreement (the “Arrangement”). Implementation of the Arrangement will be subject to certain conditions, including (i) the approval by Shareholders (by (A) two-thirds votes cast by Shareholders in respect thereof, and (B) a majority of the votes cast by Shareholders in respect thereof, excluding votes required to be excluded pursuant to the provisions of Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions); and (ii) receipt of a final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement. The terms and condition s of the Arrangement, including the Share Cash-Out, are more fully set forth in the Agreement.

As you know, Allen & Company LLC (“Allen & Company”) has acted as financial advisor to Mood in connection with the proposed Arrangement and has been asked to render an opinion to the Board of Directors of Mood (the “Board”) as well as a special committee of independent directors of the Roard (the “Special Committee”) as to the fairness, from a financial point of view, to the Shareholders (other than Shareholders participating in the Arbiter Exchange) of the Share Cash-Out Consideration to be received by such Shareholders pursuant to the Arrangement. For such services, Mood has agreed to pay to Allen & Company cash fees, of which a portion is payable upon the delivery of this opinion (th e “Opinion Fee”) and the principal portion is contingent upon consummation of the Share Cash-Out. No portion of the Opinion Fee is contingent upon either the conclusion expressed in this opinion or successful consummation of the Share Cash-Out. Mood also has agreed to reimburse Allen & Company ‘s

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reasonable expenses and to indemnify Allen & Company and related parties against certain liabilities arising out of our engagement.

Allen & Company, as part of our investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, bankruptcy reorganizations and similar recapitalizations, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. Although Allen & Company has not provided during the two year period prior to the date hereof investment banking services to Mood for which Allen & Company has received compensation, Allen & Company may in the future provide such services to Mood and/or its affiliates, for which services Allen & Company would expect to receive compensation. In the ordinary course, Allen & Company as a broker-dealer and market maker and certain of Allen & Company’s affiliates may have long or short positions and may trade, either on a discretionary or non-discretionary basis, for their own account or for those of Allen & Company’s clients, in the debt and equity securities (or related derivative securities) of Mood and/or its affiliates. The issuance of this opinion has been approved by Allen & Company’s fairness opinion committee.

Our opinion as expressed herein reflects and gives effect to our general familiarity with Mood as well as information that we received during the course of this assignment, including information provided by the management of Mood in the course of discussions relating to the Arrangement as more fully described below. In arriving at our opinion, we neither conducted a physical inspection of the properties or facilities of Mood or any other entity or business nor made or obtained any evaluations or appraisals of the assets or liabilities (contingent, accrued, d erivative, off-balance sheet or otherwise) of Mood or any other entity or business, nor conducted any analysis concerning the solvency or fair value of Mood or any other entity or business and this opinion docs not constitute a valuation of Mood , its securities or assets.

In arriving at our opinion, we have, among other things:

(i) reviewed the financial terms and conditions of the Share Cash-Out as reflected in an execution version, provided to us on Apri I 12, 20 17, of the Agreement;

(ii) reviewed certain publicly available historical business and financial information relating to Mood, including public filings of Mood and historical market prices for Common Shares;

(iii) reviewed certain financial information relating to Mood, including certain internal financial forecasts, estimates and other financial and operating data relating to Mood prepared by the management of Mood for the fiscal years ending December 3 I, 2017 through 2021;

(iv) held discussions with the management of Mood relating to the past and current operations and financial condition and prospects of Mood;

(v) reviewed information prepared by the management of Mood relating to its leverage, liquidity and covenant compliance;

(vi) reviewed and analyzed certain publicly available information, including certain stock market data and financial information, relating to selected companies with businesses that we deemed generally relevant in evaluating Mood;

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(vii) reviewed certain publicly available financial information relating to selected transactions that we deemed generally relevant in evaluating the Share Cash-Out; and

(viii) conducted such other financial analyses and investigations as we deemed necessary or appropriate for purposes of the opinion expressed herein.

In rendering our opinion, we have relied upon and assumed, with your consent and without independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information available to us from public sources, provided to or discussed with us by Mood and/or its respective representatives or otherwise reviewed by us. With respect to the financial forecasts, estimates and other financial and operating data that we have been directed to utilize for purposes of our analyses, we have been advised by the management of Mood, and we have assumed, at your direction, that such financial forecasts, estimates and other financial and operating data have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial and operating performance of Mood and the other matters covered thereby. We also have assumed, with your consent, that the financial results reflected in the financial forecasts, estimates and other financial and operating data utilized in our analyses will be realized in the amounts and at the times projected and, consistent with such financial forecasts, estimates and either financial and operating data. We assume no responsibility for and express no view or opinion as to any financial forecasts, estimates or other financial or operating data or the assumptions on which they are based. We have relied, at your direction, upon the assessment of the management of Mood as to, among other things, (i) all other aspects of the Arrangement beyond the Share Cash-Out, including with respect to the timing thereof and assets, liabilities and financial and other terms involved, (ii) the potential impact on Mood of certain market, seasonal, cyclical, competitive and other trends and developments in and prospects for, and governmental, regulatory and legislative policies and matters relating to or otherwise affecting, the streaming music services industry, (iii) existing and future relationships, agreements and arrangements with, and the ability to attract, retain and /or replace key employees, customers, suppliers and other commercial relationships of Mood and (iv) the technology and intellectual property of Mood (including risks related thereto). We have assumed, with your consent, that there will be no developments with respect to any such matters that would have an adverse effect on Mood, the Shareholders, the Share Cash-Out or the Arrangement (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to our analyses or opinion.

Further, our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect the conclusion expressed in this opinion and that we assume no responsibility for advising any person of any change in any matter affecting this opinion or for updating or revising our opinion based on circumstances or events occurring after the date hereof. As you are aware, the credit, financial and stock markets, and the industries in which Mood operates, have experienced and continue to experience volatility and we express no opinion or view as to any potential effects of such volatility on Mood or the Share Cash-Out (including the contemplated benefits thereof).

It is understood that this opinion is intended solely for the benefit and use of the Board and Special Committee (in their capacities as such) in connection with its evaluation of the Share Cash-Out Consideration from a financial point of view to the Shareholders (other than the Shareholders participating in the Arbiter Exchange), and may not be relied upon by, and shall not confer rights or remedies upon, any other party. Except for inclusion of this opinion in its entirety in Mood’s management information circular in connection with the Arrangement (the “Circular”) and a summary

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thereof in the Circular and in the material change report and press release in connection with the announcement of the Agreement (which summaries must be acceptable to Allen & Company and their counsel in their sole discretion), this opinion is not to be used for any other purpose, or to be reproduced, disseminated, quoted from or referred to at any time, in whole or in part, without Allen & Company’s prior written consent. This opinion does not constitute a recommendation as to the course of action that Mood (or the Board or Special Committee) should pursue in connection with the Share Cash-Out or the Arrangement, or otherwise address the merits of the underlying decision by Mood to engage in the Share Cash-Out or the Arrangement, including in comparison to other strategies or transactions that might be available to Mood or in which Mood might engage or consider. This opinion does not constitute advice or a recommendation to any Shareholder as to how such Shareholder should vote or act on any matter relating to the Arrangement, the Share Cash-Out or otherwise. We do not express any opinion as to the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or consideration payable to any officers, directors or employees of any party to the Share Cash-Out or the Arrangement, or any class of such persons or any other party, relative to the Share Cash-Out Consideration or otherwise. We are not expressing any opinion as to the actual value of the Common Shares or the price at which the Common Shares (or any other securities of Mood) may trade or otherwise be transferable at any time.

In addition, we do not express any opinion as to any tax or other consequences that might result from the Arrangement, including the Share Cash-Out, nor does our opinion address any legal, regulatory, tax or accounting matters, as to which we understand that Mood obtained such advice as it deemed necessary from qualified professionals. We have assumed, with your consent, that the Arrangement, including the Share Cash-Out, will be consummated in accordance with its terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers, decrees and agreements for the Arrangement, including the Share Cash-Out, no delay, limitation, restriction or condition, including any divestiture or other requirements or remedies, amendments or modifications, will be imposed or occur that would have an adverse effect on Mood, the Share Cash-Out or the Arrangement (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to our analyses or opinion. We further have assumed, with your consent, that the final executed Agreement (including the Plan of Arrangement) will not differ from the execution version reviewed by us in any respect meaningful to our analyses or opinion.

Our opinion is limited to the fairness, from a financial point of view and as of the date hereof, to the Shareholders (other than the Shareholders participating in the Arbiter Exchange) of the Share Cash-Out Consideration to be received by such Shareholders pursuant to Arrangement (to the extent expressly specified herein). Our opinion does not address any other terms, aspects or implications of the Share Cash-Out or the Arrangement, including, without limitation, the form or structure of the Share Cash-Out, the form, structure, financial or other terms of any other aspect of the Arrangement, any adjustment to or allocations of the Share Cash-Out Consideration, any terms, aspects or implications of the Arrangement, any indemnification or any agreement with other holders of Mood securities or other agreement, arrangement or understanding entered into in connection with or contemplated by the Share Cash-Out, the Arrangement or otherwise.

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April 12, 2017

The Board of Directors and the Special Committee

Mood Media Corp.

1703 W Fifth Street, Suite 600

Austin, TX 78703

To the Board of Directors and the Special Committee,

Origin Merchant Partners (“Origin Merchant”, “we”, “us” or “our”), understands that Mood Media Corporation (the “Company” or “Mood Media”) is considering a series of transactions (the “Arrangement”) involving, among others, an affiliate of certain funds managed by Apollo Global Management, LLC (“Apollo Sponsor”) and certain funds advised or sub-advised by GSO Capital Partners LP or its affiliates (collectively “GSO Sponsors”, and together with Apollo Sponsor, the “Sponsors”), some of which will be carried out under the provisions of section 192 of the Canada Business Corporations Act, whereby, among other things (i) the Company will refinance its $235 million first lien credit facility (the “First Lien Facility”) with an up to $300 million first lien credit facility and $15 million first lien revolving credit facility (collectively, the “New Facility”), (ii) the Company will redeem all of the Company’s outstanding common shares (the “Existing Common Shares”) for cash consideration of C$0.17 per Existing Common Share, (iii) the Company will exchange all of its outstanding $350 million aggregate principal amount of 9.25% senior unsecured notes due 2020 (the “Existing Notes”) for new common shares of the Company (the “New Shares”) and $175 million aggregate principal amount of new LIBOR (with a LIBOR floor of 1.0%) plus 14.0% (6.0% cash interest plus 8.0% paid in kind interest) second lien notes of the Company maturing seven years after issue (the “New Notes”), which New Notes will subsequently be repaid with the issuance of $175 million aggregate principal amount of new LIBOR (with a LIBOR floor of 1.0%) plus 6.0% cash interest (plus 8.0% paid in kind interest) second lien notes of a wholly-owned subsidiary of the Company maturing seven years after issue (the “Substituted New Notes”), (iv) the Company will cause the outstanding $50 million notes of the Company’s wholly-owned Luxembourg subsidiary, Mood Media Group S.A., (the “MMG Notes”) to be redeemed, (v) certain funds and accounts managed by Arbiter Partners Capital Management, LLC (“Arbiter”) will re-invest all of their cash proceeds from the redemption of their Existing Common Shares into New Shares and will receive additional New Shares in consideration of agreeing to such re-investment and (vi) the Sponsors will backstop subscriptions for $50 million of New Shares, which subscriptions may be made by Existing Noteholders who wish to participate in the same on a pro rata basis. In connection with the transactions contemplated in (vi), the Sponsors will receive a backstop fee in the amount of an aggregate of 12.5 million New Shares.

Origin Merchant further understands that the terms of the Arrangement, and related matters, will be more fully described in a management information circular (the “Circular”) to be prepared by the Company in compliance with all applicable laws, rules, regulations and court orders, which will be mailed to the holders of the Existing Common Shares (the “Existing Shareholders”) and holders of the Existing Notes (the “Existing Noteholders”) in connection with their consideration of the Arrangement.

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Origin Merchant further understands that a special committee of independent directors (the “Special Committee”) of the board of directors of the Company (the “Board”) has been formed to, among other things, consider and evaluate the Arrangement.

Origin Merchant was advised by the Special Committee that the Arrangement would constitute a “business combination” for the purposes of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and, in the absence of an available exemption, the Company requires a formal valuation of the Existing Common Shares to be prepared by an independent valuator (a “Formal Valuation”).

All dollar amounts herein are expressed in U.S. dollars, unless stated otherwise.

Engagement

Origin Merchant was first contacted by the Company’s legal counsel and counsel to the Special Committee, Stikeman Elliott LLP, on March 16, 2017. Origin Merchant was formally engaged by the Special Committee, on behalf of the Board, pursuant to a letter agreement dated March 16, 2017, as amended on March 31, 2017 (the “Engagement Agreement”). The terms of the Engagement Agreement provide for Origin Merchant to render various advisory services to the Special Committee and the Board in connection with the Arrangement. Services to be provided relating to the Arrangement include, among others, the provision to the Special Committee and the Board of (i) this opinion (the “Opinion”), (ii) an opinion with respect to the fairness or non-fairness, as the case may be, from a financial point of view, of the Arrangement to the Existing Noteholders (the “Noteholder Fairness Opinion”), (iii) an opinion with respect to the fairness or non-fairness, as the case may be, from a financial point of view, of the Arrangement to the Company (the “Company Fairness Opinion”), (iv) an opinion pursuant to Industry Canada’s Policy Statement 15.1 — “Policy of the Director Concerning Arrangements Under Section 192 of the Canada Business Corporations Act” (the “CBCA Opinion” and collectively with the Opinion, the Noteholder Fairness Opinion and the Company Fairness Opinion, the “Opinions”) and (v) this Formal Valuation (the “Valuation”).

Under the terms of the Engagement Agreement, Origin Merchant is paid an engagement fee of $115,000 and a fee of $285,000 upon delivery of the Opinions (no part of which is contingent upon the Opinions being favourable or upon success of the Arrangement). In addition, the Company has agreed to reimburse Origin Merchant for its reasonable out-of-pocket expenses and to indemnify Origin Merchant in respect of certain liabilities that might arise in connection with its engagement.

Credentials of Origin Merchant Partners

Origin Merchant is an independent investment bank, providing a full range of corporate finance, merger and acquisition, financial restructuring and merchant banking services. Origin Merchant was founded in 2011 and its affiliate, Origin Merchant Securities Inc. is registered with the Ontario Securities Commission as an Exempt Market Dealer. Origin Merchant and its principals have extensive experience in the Canadian capital markets and have advised and participated in many advisory transactions involving both public and private companies.

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The Valuation and the Opinion expressed herein represents the opinion of Origin Merchant and the form and content thereof have been approved for release by a committee of its principals, each of whom is experienced in merger, acquisition, divestiture, valuation and fairness opinion matters.

Independence of Origin Merchant Partners

Neither Origin Merchant, nor any of its affiliated entities (as such term is defined for the purposes of MI 61-101): (i) is an associated or affiliated entity or issuer insider (as such terms are defined for the purposes of MI 61-101) of Mood Media, Arbiter, the Sponsors or any of their respective associates, affiliates or subsidiaries (each an “Interested Party” and, collectively, the “Interested Parties”); (ii) is acting as an advisor to the Company or any Interested Party in connection with the Arrangement, other than acting as advisor to the Special Committee as described herein; (iii) is a manager, co-manager of a soliciting dealer group formed in respect of the Arrangement (or a member of such a group performing services beyond the customary soliciting dealer’s functions or receiving more than the per security or per security holder fees payable to other members of the group); (iv) has a material financial interest in the completion of the Arrangement; or (v) has a financial incentive in respect of the conclusions reached in the Valuation or any of the Opinions.

Origin Merchant has not participated in any underwriting involving the Company or any other Interested Party during the 24-month period preceding the date Origin Merchant was first contacted in respect of the Opinions. Further, Origin Merchant has not been engaged to provide any financial advisory services involving the Company or any Interested Party.

As an investment bank, Origin Merchant and its affiliates may, in the ordinary course of its business, provide advice to its clients on matters, including matters with respect to the Arrangement, the Company or an Interested Party. In addition during the ordinary course of business, Origin Merchant or its affiliates, associates or partners may actively trade common shares and other securities of the Company or of the Offerors for its or their own account and accordingly, may at any time hold a long or short position in such securities. There are no understandings, agreements or commitments between Origin Merchant and the Company or any Interested Party with respect to any future financial advisory or investment banking business. Origin Merchant is of the view that it is “independent” (as that term is described in MI 61-101) of all Interested Parties.

Scope of the Review and Approach to Analysis

In arriving at the Valuation and its Opinions, Origin Merchant has reviewed, analyzed, considered and relied upon (without attempting to independently verify the completeness or accuracy thereof) or carried out, among other things, the following:

1. a draft term sheet regarding the Arrangement structure dated April 8, 2017;

2. draft term sheets regarding the new first lien credit facility and associated warrants dated April 8, 2017 and April 11, 2017, respectively;

3. a draft term sheet regarding the New Notes and Substituted New Notes dated April 11, 2017;

4. a draft of the arrangement agreement (the “Arrangement Agreement”) regarding the Arrangement dated April 10, 2017;

5. a draft of the plan of arrangement regarding the Arrangement dated April 7, 2017;

6. a draft of the commitment letter regarding the new first lien credit facility dated April 11, 2017;

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7. a draft of the securityholder voting support and subscription agreement between the Company and Arbiter dated April 12, 2017;

8. a draft term sheet regarding governance rights dated April 1, 2017;

9. each of the audited financial statements, including related notes to the audited financial statements and management’s discussion and analysis of operating results of the Company for the three fiscal years ended December 31, 2016, 2015 and 2014;

10. the annual information forms of the Company for each of the fiscal years ended December 31, 2016, 2015, and 2014;

11. the notice of meeting and management information circular of the Company with respect to the annual meeting of shareholders held on June 16, 2016;

12. recent press releases and other public documents filed by the Company on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com;

13. discussions with the Company’s senior management concerning the Company’s financial condition, its business prospects, the background of the Arrangement Agreement and potential alternatives to the Arrangement;

14. financial projections provided by management of the Company for the fiscal years ending December 31, 2017 through December 31, 2021;

15. certain other internal financial, operational and corporate information prepared or provided by the management of the Company;

16. discussions with the Board and members thereof;

17. discussions with legal counsel to the Company and the Special Committee;

18. public information relating to the business, operations, financial performance and stock trading history of selected public companies considered by Origin Merchant to be relevant;

19. discussions with management and their financial advisors with respect to the strategic alternatives process undertaken by the Company and all known, feasible alternative transactions to the Arrangement;

20. public information with respect to comparable transactions considered by Origin Merchant to be relevant;

21. selected reports published by equity research analysts and industry sources regarding the Company and other comparable public entities considered by Origin Merchant to be relevant;

22. a representation letter of even date herewith provided to Origin Merchant by senior management of the Company as to the completeness and accuracy of the information upon which the Opinion is based and certain other matters; and

23. such other corporate, industry and financial market information, investigations and analyses as considered necessary or appropriate in the circumstances.

Origin Merchant has not, to the best of its knowledge, been denied access by the Company to any information requested by Origin Merchant. Origin Merchant did not meet with the auditor of the Company and has assumed the accuracy and fair presentation of, and has relied upon, the audited consolidated financial statements of the Company and the reports of the auditor thereon.

In its assessment, Origin Merchant considered several techniques and valuation methodologies and used a blended approach to determine the Valuation. Origin Merchant based the Valuation and the Opinion upon a number of quantitative and qualitative factors.

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Prior Valuations

The Company has represented to Origin Merchant that, among other things, it has no knowledge of any prior valuations (as defined in the MI 61-101) of the Company or any of its material subsidiaries or any of their respective securities, material assets or liabilities made in the past 24 months, other than the Valuation as discussed below.

Assumptions and Limitations

The Valuation and the Opinion are subject to the assumptions, explanations and limitations set forth below.

Other than the Valuation, Origin Merchant has not prepared a formal valuation or appraisal of any assets or securities of the Company or its affiliates.

The Opinion addresses the fairness, from a financial point of view, of the Arrangement to the Existing Shareholders other than Arbiter and any of its associates, affiliates or subsidiaries (the “Minority Shareholders”) and does not address any other aspect or implication of the Arrangement. Neither the Valuation nor the Opinion provides assurance that the best possible price or transaction was obtained. Each represents impartial expert judgment, not a statement of facts.

We have assumed that the draft term sheets referred to under “Scope of Review” above accurately describe all material terms of all agreements that relate to the Arrangement that are to be entered into subsequent to the announcement of the Arrangement, that all draft documents referred to under “Scope of Review” above are accurate reflections, in all material respects, of the final form of such documents, that all of the representations and warranties contained in the Arrangement Agreement are correct as of the date hereof, that all of the conditions required to implement the Arrangement will be met, that the procedures being followed to implement the Arrangement will be valid and effective, the Circular will be distributed to the Existing Shareholders and Existing Noteholders, the disclosure therein will be complete and accurate in all material respects and such distribution and disclosure will comply, in all material respects, with the requirements of all applicable laws, rules, regulations and court orders. We have also assumed that in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Arrangement no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company and that the Arrangement will be consummated in accordance with the terms of the Arrangement Agreement and related documents without waiver, modification or amendment of any material term, condition or agreement thereof. As well, we have assumed, without limitation, that the Company and its subsidiaries will be in material compliance at all times with all material contracts and have no material undisclosed liabilities (contingent or otherwise) not reflected in the Company’s financial statements and that no material tax or other liabilities will accrue to the Company or its subsidiaries resulting from the Arrangement. We have also assumed that none of the Interested Parties aside from Arbiter and its associates, affiliates and subsidiaries are Existing Shareholders.

We are not legal, tax or accounting experts, have not been engaged to review any legal, tax or accounting aspects of the Arrangement and express no opinion concerning any legal, tax or accounting matters concerning the Arrangement. Without limiting the generality of the foregoing, Origin Merchant has not reviewed and is not opining upon the tax treatment under the Arrangement to the Existing Shareholders or Existing Noteholders.

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With the Board of Directors’ approval and as provided for in the Engagement Agreement, Origin Merchant has relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, documents, advice, opinions, representations and other materials, whether in written, electronic or oral form, obtained by it from public sources or provided to it by the Company or any of its senior management, associates, affiliates, consultants, agents and advisors or otherwise (collectively, the “Information”), and we have assumed that this Information did not omit to state any material fact or any fact necessary to be stated to make such Information not misleading. The Valuation and the Opinion are conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgment, we have not attempted to verify independently and have assumed the completeness, accuracy and fair presentation of any of the Information.

With respect to the Company’s financial forecasts, projections or estimates provided to Origin Merchant by management of the Company and used in the analysis supporting the Valuation and the Opinion, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the matters covered thereby and which, in the opinion of the Company, are (or were at the time of preparation and continue to be) reasonable in the circumstances. By rendering the Valuation and the Opinion we express no view as to the reasonableness of such forecasts, projections or estimates or the assumptions on which they are based.

Senior management of the Company have represented to Origin Merchant in a certificate delivered as of the date hereof, among other things, that (i) the Company has no knowledge of any facts or circumstances, public or otherwise, not contained in or referred to in the Information that would reasonably be expected to affect the Valuation or the Opinion; (ii) with the exception of forecasts, projections or estimates referred to in (iv), below, the Information obtained by Origin Merchant from the Company’s SEDAR filings, provided orally by, or in the presence of, an officer or employee of the Company or provided in written or electronic form by the Company or any of its associates, affiliates and subsidiaries or any of their respective agents or representatives to Origin Merchant in connection with the preparation of the Valuation and the Opinion was, at the date the Information was provided to Origin Merchant, and is at the date hereof complete, true and correct in all material respects, did not and does not contain any untrue statement of a material fact in respect of the Company or any of its associates, affiliates or subsidiaries and did not and does not omit to state a material fact in respect of the Company or any of its associates, affiliates or subsidiaries necessary to make the Information or any statement contained therein not misleading in light of circumstances under which the Information was provided or any statement made; (iii) to the extent that any of the Information identified in (ii) above is historical, there have been no changes in material facts or new material facts since the respective dates thereof which have not been disclosed to Origin Merchant or updated by more current Information that has been disclosed and there has been no material change (as defined in the Securities Act (Ontario)), financial or otherwise in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its associates, affiliates or subsidiaries and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Valuation or the Opinion; and (iv) any portions of the Information provided to Origin Merchant which constitute forecasts, projections or estimates were reasonably prepared on bases reflecting the best currently available estimates and judgment of the Company, were prepared using the assumptions identified therein, which, in the reasonable opinion of the management of the Company, are (or were at the time of preparation) reasonable in the circumstances and are not, in the reasonable belief of the management of the Company, misleading in any material respect in light of the assumptions used or in light of any developments since the time of their preparation. In providing the

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Valuation and the Opinion we have relied without independent investigation upon the truth, accuracy and completeness of the statements in such certificate.

The Valuation and the Opinion have been prepared in accordance with the Disclosure Standards for Formal Valuations and Fairness Opinions of the Investment Industry Regulatory Organization of Canada (“IIROC”), but IIROC has not been involved in the preparation or review of the Valuation or the Opinion.

The Valuation and the Opinion are rendered on the basis of securities markets, economic, financial and general business conditions prevailing as of the date hereof and the conditions and prospects, financial and otherwise, of the Company and its subsidiaries and affiliates, as they were reflected in the Information and as they have been represented to Origin Merchant in discussions with management the Company. In its analyses and in preparing the Valuation and the Opinion, Origin Merchant made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Origin Merchant or any party involved in the Arrangement.

The Valuation and the Opinion are provided as of the date hereof and Origin Merchant disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Valuation or the Opinion which may come or be brought to its attention after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Valuation or the Opinion after the date hereof, Origin Merchant reserves the right to change, modify or withdraw the Valuation or the Opinion or both.

The Valuation and the Opinion are based upon a variety of factors. Accordingly, we believe that our analyses must be considered as a whole. Selecting portions of our analyses or the factors considered by Origin Merchant, without considering all factors and analyses together, could create a misleading view of the process underlying the Valuation and the Opinion. The preparation of a formal valuation and fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Our conclusions as to the valuation of the Existing Common Shares and the fairness, from a financial point of view, of the Arrangement were based on our review of the Arrangement taken as a whole, in the context of all of the matters described under the “Scope of Review”, rather than on any particular element of the Arrangement or the Arrangement outside the context of the matters described under “Scope of Review”. The Valuation and the Opinion should be read in their entirety.

The Valuation and the Opinion have been provided for the sole use and benefit of the Special Committee and of the Board in connection with, and for the purpose of, its consideration of the Arrangement and may not be used or relied upon by any other person or for any other purpose or quoted from or published without the prior written consent of Origin Merchant, provided that Origin Merchant consents to the inclusion of each of the Valuation and the Opinion in its entirety and a summary thereof (provided such summary is in a form acceptable to Origin Merchant) in the Circular and to the filing thereof, as necessary, by the Company on SEDAR and with the securities commissions or similar securities regulatory authorities in Canada.

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assets of the Company’s associates or affiliates other than the Valuation (nor have we been provided with any such valuation); (iii) an opinion concerning the future trading price of any of the securities of the Company, or of the securities of its associates or affiliates following the completion of the Arrangement; (iv) an opinion as to the fairness of the process underlying the Arrangement; (v) a recommendation to any Existing Noteholder as to whether or not the Existing Notes should be held, or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement or to participate or not participate in any lending opportunity made available to Existing Noteholders; or (vi) a recommendation to any Existing Shareholder as to whether or not the Existing Common Shares should be held or sold or to use the voting rights provided in respect of the Arrangement to vote for or against the Arrangement; and the Opinion should not be construed as such.

Overview of the Arrangement

The Company has been approached by the Sponsors with respect to the redemption of all Existing Common Shares and the exchange of all the Existing Notes for New Shares and New Notes, among other matters under the Arrangement as described in the first paragraph hereof. The Company will redeem the 183,694,082 Existing Common Shares outstanding and the 3,343,008 deferred share units outstanding for C$0.17 per share or deferred share unit. The exchange of the Existing Notes takes place at the aggregate principal value, with 50% being allocated toward the New Shares and 50% towards the New Notes. The proceeds of the New Facility will be used to redeem the existing First Lien Facility, the Existing Common Shares, the existing MMG Notes and cover applicable transaction costs (estimated at $33 million). The redemption value of the existing MMG Notes will take place at 106% of principal amount if redeemed on or after August 6, 2017. The Company will be offering New Shares, in the minimum amount of $25 million and the maximum amount of $50 million to Existing Noteholders. Existing Noteholders will have the option to participate in such offering on a pro rata basis relative to their pro rata holdings of Existing Notes. Existing Noteholders who elect to participate in such offering will effectively receive 1,250 New Shares per US$1,000 of new equity capital contributed. The Sponsors will backstop subscriptions for $50 million of New Shares in respect of any amounts not subscribed for by the Existing Noteholders and will receive a backstop fee in the amount of an aggregate of 12.5 million New Shares.

Overview of the Company

Mood Media is a leading global provider of in-store audio, visual and other forms of media and marketing solutions in North America, Europe, and Australia to more than 500,000 commercial locations across a broad range of industries including retail, food retail, car dealerships, financial services and hospitality. On June 19, 2008, the Company, then named “Fluid Music Canada, Inc.”, completed its initial public offering of 13,500,000 common shares which are currently listed on the Toronto Stock Exchange (“TSX”) under the ticker “MM”. On June 28, 2010, the Company changed its name to “Mood Media Corporation” by filing articles of amendment. The head office of the Company is located at 1703 W. Fifth Street, Suite 600, Austin, Texas 78703.

The Company’s product offerings include: audio solutions, visual solutions, and mobile & wireless solutions.

Audio solutions emphasize the use of music to create a distinct atmosphere within a commercial environment. By law, the public performance of music in a commercial environment requires specific-use permissions from the relevant copyright owners. Each country has its own legal system and may have

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Monthly High/Low Share Price & Average Volume (TSX:MM)

Period	Low		High		Avg. Volume(2)
April, 2016	C$	0.060	C$	0.095	147,330
May, 2016	C$	0.080	C$	0.175	129,720
June, 2016	C$	0.085	C$	0.145	67,370
July, 2016	C$	0.090	C$	0.100	87,200
August, 2016	C$	0.110	C$	0.130	148,330
September, 2016(1)	C$	0.105	C$	0.255	205,210
October, 2016	C$	0.130	C$	0.180	39,540
November, 2016	C$	0.060	C$	0.135	1,810,310
December, 2016	C$	0.065	C$	0.075	285,020
January, 2017	C$	0.065	C$	0.075	422,090
February, 2017	C$	0.065	C$	0.070	79,150
March, 2017	C$	0.065	C$	0.070	155,290
April 3-12, 2017	C$	0.065	C$	0.070	100,760
Last Twelve Months	C$	0.060	C$	0.070	317,587

(1) Share Price high of C$0.255 resulting from speculation of potential merger with Stingray Digital Group Inc.

(2) Average trading volume excludes days with no volume traded

On April 12, 2017, the date prior to the announcement of the Arrangement (the “Reference Date”), the closing price of the Existing Common Shares on the TSX was C$0.065.

The following table summarizes certain financial results of the Company for the fiscal years ended December 31, 2013 to 2016:

	December 31			December 31			December 31			December 31
All values in US$ 000’s unless otherwise indicated	2016			2015			2014			2013

Cash and cash equivalents	$	16,978		$	17,326		$	25,573		$	22,410
Total current assets	$	146,945		$	159,081		$	175,943		$	173,670
Total assets	$	593,673		$	654,516		$	740,367		$	811,835
Total current liabilities	$	768,805		$	778,002		$	796,162		$	786,600
Revenue	$	465,274		$	475,116		$	494,060		$	513,270
EBITDA	$	93,193		$	98,387		$	102,597		$	103,502
Net income (loss)	$	(57,681	)	$	(79,963	)	$	(82,374	)	$	(129,238	)
Basic income (loss) per share	$	(0.31	)	$	(0.44	)	$	(0.46	)	$	(0.76	)
Comprehensive income (loss)	$	(52,063	)	$	(75,462	)	$	(85,766	)	$	(127,244	)

Source: Company financials

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Fair Market Value

For purposes of the Valuation and in accordance with MI 61-101, fair market value (“Fair Market Value”) is defined as the monetary consideration that, in an open and unrestricted market, a prudent and informed buyer would pay to a prudent and informed seller, each acting at arm’s length with the other and each under no compulsion to act. In determining the Fair Market Value of the Existing Common Shares, Origin Merchant did not include a downward adjustment to reflect the liquidity of the Existing Common Shares or the underlying investments, the effect of the Arrangement or the fact that the Existing Common Shares may not form part of a controlling interest. Values determined on the foregoing basis represent “en bloc” values, which are values that an acquirer of 100% of the Existing Common Shares would be expected to pay in an open auction of the Company. No value was ascribed to or included in the Fair Market Value related to the benefits that would accrue to the Offerors as a result of its current interest in the Company.

Approach to Valuation

The Valuation is based upon techniques and assumptions that Origin Merchant considers appropriate in the circumstances for the purposes of arriving at an opinion as to the range of Fair Market Value of the Existing Common Shares. Origin Merchant has considered the valuation of the Existing Common Shares independently from the Arrangement. In arriving at an opinion of Fair Market Value of the Existing Common Shares, Origin Merchant has made qualitative judgments based on experience in rendering such opinions and on circumstances then prevailing as to the significance and relevance of each factor.

In determining the Fair Market Value of the Existing Common Shares, Origin Merchant considered the following valuation methodologies, which are widely recognized and accepted by industry participants and financial valuators as appropriate measures of value for assets and companies in the media and telecommunications industry:

i. Discounted Cash Flow Analysis

ii. Precedent Transaction Analysis

Origin Merchant also reviewed trading multiples of comparable Canadian and U.S. public companies involved in the media and in-store audio services industry. However, given the differences in the operating and financial characteristics of the companies examined, including business mix, market dynamics, margins, growth prospects and inherent business risks of the companies identified, Origin Merchant concluded that the comparable companies approach is less relevant than the Discounted Cash Flow and Precedent Transactions approach. Given the foregoing, and that public company values generally reflect minority discount values rather than “en bloc” values, Origin Merchant did not rely on this methodology in determining the Fair Market Value of the Existing Common Shares.

Origin Merchant reviewed the various operating segments of Mood Media and the Company’s balance sheet to assess whether an asset based approach would be an appropriate valuation methodology. Approximately two thirds of the balance sheet assets are in the form of intangible assets and goodwill, while a significant portion of the value of the Company is contained in customer relationships and contracts, brands, supplier relationship, operational expertise and employees. Given the small value of the Company’s tangible assets relative to the overall value of the Company, Origin Merchant did not rely on an asset based methodology in determining the Fair Market Value of the Existing Common Shares.

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In addition, Origin Merchant reviewed other considerations and value metrics such as historical trading of the Existing Common Shares on the TSX and comparison of other acquisition premiums from successfully acquired publicly traded companies. However, Origin Merchant concluded these value considerations were not relevant or applicable in determining the Fair Market Value of the Existing Common Shares.

Discounted Cash Flow Analysis (“DCF”)

The DCF methodology reflects the growth prospects and risks inherent in the Company’s business by taking into account the amount, timing and relative certainty of management’s estimates of the projected after-tax unlevered free cash flows (the “Unlevered Free Cash Flows”) of the Company, discount rates and terminal value. The DCF approach requires that certain assumptions be made regarding, among other things, the drivers of future Unlevered Free Cash Flows, discount rates, and terminal earnings before other expenses (ie. transaction and integration costs, settlements and resolutions, and gains/losses on asset disposals), interest, tax, depreciation and amortization (“EBITDA”) multiples. The possibility that some of the assumptions will prove to be inaccurate is one factor involved in the determination of the discount rates to be used in estimating the value of the Existing Common Shares.

Management Estimates, Assumptions and Scenarios

As a basis for the development of the projected Unlevered Free Cash Flows of Mood Media, Origin Merchant reviewed the budget provided by the management of the Company for the year ending December 31, 2017 and assumptions provided by management for the subsequent years up to and including the year ending December 31, 2021. The management forecast (the “Management Base Case”) was built using a bottom-up approach starting with new customer site installations. This approach allows the forecast to take into account the different dynamics of each of the Company’s business segments, product mix, growth profile, cost structure and competitive positioning. Based on discussions with management and a review of the Company and the performance of the business over the last 5 years, Origin Merchant developed two alternative forecasts for the Company. These alternative scenarios consider current trends and the trajectory of the business as it relates to the future forecast. Based on discussions with management, who believe the trends in the business have stabilized, Origin Merchant developed a scenario whereby current EBITDA (based on the year ended December 31, 2016) is maintained through December 31, 2021 (the “Flat Stabilizing Case”). In addition, based on the historical financial performance of the business, which has declined each year since the year ended December 31, 2012, Origin Merchant developed a scenario where EBITDA declines at the same rate as the decline realized from the year ending December 31, 2012 to December 31, 2017 (based on management’s budget) (the “Declining Historical Trend Case”). Each of these scenarios were considered in conjunction with the Management Base Case.

Capital Expenditures

Mood Media is a somewhat capital intensive business with between $28 million and $39 million being spent in each of the last 5 years, principally on costs directly attributable to the installation process for rental equipment at customer sites, as well as one-time expansion projects. Capital expenditures over the forecast period were developed by Mood Media and take into consideration the Company’s required capital expenditures for each customer site installation, as well as general capital expenditures required for infrastructure, and general maintenance of corporate locations. The Company often acquires

K-2-12

equipment required for on-site sound media solutions and leases the equipment to its commercial clients. This equipment is capitalized by Mood Media and is a large component of its annual capital expenditures.

Income Taxes

Cash income taxes were calculated over the forecast period by applying the applicable corporate tax rate to taxable income before interest expenses. Interest expense is excluded from the calculation of cash taxes as the DCF analysis is prepared on an unlevered cash flow basis. The applicable corporate tax rate is based on the Company’s weighted average corporate tax rate amongst all operating jurisdictions. In addition, Origin Merchant has considered the present value of the Company’s current net operating losses, based on calculations presented by management on an estimate of the realizable value of the net operating losses in the U.S., Canada, and the Netherlands that can be realized over the next 20 years.

Net Working Capital

Estimated net working capital was based on the number of days of sales and cost of goods sold provided by management for the Company’s accounts receivable, inventories, other current assets, accounts payable and other current liabilities. The financial forecast assumes the annual net working capital requirement to vary between 4.2% and 4.4% of revenues over the forecast period, which compares to 3.2% at year-end 2016. The decrease is notably attributable to an $11.3 million increase in accounts payable and accrued expenses resulting from increases in the licensing and reserve balances in addition to timing of payments in trade accounts payables.

Terminal Value

The terminal value represents the residual value of the Company beyond the forecast period and is calculated as a multiple of EBITDA in the terminal year. The EBITDA multiple range used to calculate the terminal value was 6.0x to 7.0x. These multiples were selected based on an analysis of precedent transactions, historical trading multiples, an assessment of the risk and growth prospects for the Company beyond the terminal year and the long-term outlook for the media industry past the terminal year.

Discount Rate Assumptions

The projected Unlevered Free Cash Flows were discounted using a calculated Weighted Average Cost of Capital (“WACC”) for the Company. In considering an appropriate WACC for the Company, Origin Merchant evaluated two cases:

i. the Company’s public company comparables (the “Public Comparables”); and,

ii. the broader North American media companies (the “Broader Comparables”) with similar 3-year historical financial performance to Mood Media (sample size of 20).

The Company’s WACC was calculated using the estimated after-tax cost of debt and cost of equity for the Company, weighted according to an assumed capital structure of:

i. Public Comparables Case: 76% debt and 24% equity, based on an estimate of the Company’s capital structure following the Arrangement;

ii. Broader Comparables Case: 41% debt and 59% equity, based on the average capital structure of media companies with similar historical performance.

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The assumptions used in selecting the WACC are outlined in the table below:

Mood Media Weighted Average Cost of Capital

Cost of Debt	Public Comps		Broader Comps .
Borrowing Rate(1)	15.78	%	15.78	%
Tax Rate(2)	34.79	%	34.79	%
After Tax Cost of Debt	10.29	%	10.29	%

Cost of Equity
Risk Free Rate(3)	2.67	%	2.67	%
Equity Risk Premium(4)	5.50	%	5.50	%
Unlevered Beta(5)	0.84	x	0.77	x
Relevered Beta	2.65	x	1.14	x
Size Premium (6)	6.00	%	6.00	%
Cost of Equity	23.26	%	14.83	%

Long-Term Capital Structure
Debt	76.20	%(7)	40.76	%(8)
Equity	23.80	%(7)	59.24	%(8)
Mood Media WACC	13.38	%	12.98	%

(1) Based on the Company’s average current interest cost (Existing Notes at current yield-to-worst)

(2) Based on the Company’s average tax rate across all jurisdictions it operates in

(3) Based on the 20-year U.S. government bond yields as at April 12, 2017

(4) Source: Duff & Phelps Equity Risk Premium as of Nov. 2016

(5) Based on the average of the 5-year adjusted beta to comparable companies’ local index as calculated by Capital IQ

(6) Based on the size premia as per Ibbotson for companies with market capitalization of less than $150 million

(7) Based on an estimate of the Company’s capital structure post-Arrangement

(8) Based on the industry average capital structure

Based on the foregoing and taking into account sensitivity analyses on the variables discussed above, Origin Merchant determined the appropriate WACC for Mood Media in the range of 12.0% to 14.0%.

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Summary of Free Cash Flows

As part of the DCF approach, Origin Merchant relied on management forecasts and considered different scenarios which primarily sensitized revenue and EBITDA under three alternative cases:

i. Management Base Case: five-year financial forecast as provided by management (represents a 5.3% EBITDA CAGR from 2016A to 2021E);

ii. Flat Stabilizing Case: assumes no change in 2016A revenue and 2016A EBITDA in the five- year financial forecast to account for management’s recent efforts to stabilize the Company;

iii. Declining Historical Trend Case: assumes a 2.7% annual decline in EBITDA (based on the 2013A to 2017E CAGR) for the five-year financial forecast.

The following table sets out a summary of the calculation of projected Unlevered Free Cash Flow under the three scenarios:

Mood Media Free Cash Flow Projections

(In US$ millions)

Management Base Case	2017E		2018E		2019E		2020E		2021E
Revenue	468.5		484.2		499.0		516.7		537.3
EBITDA	92.7		98.7		104.9		113.0		120.8
Less : Cash Taxes	(9.1	)	(11.3	)	(13.5	)	(16.2	)	(18.7	)
Less : Capex	(29.4	)	(30.6	)	(30.8	)	(32.9	)	(34.1	)
Less : Changes in WC	(2.3	)	(1.2	)	(0.4	)	(0.3	)	(0.5	)
Unlevered Free Cash Flow	51.8		55.6		60.2		63.6		67.5

Flat Stabilizing Case(1)	2017E	2018E	2019E	2020E	2021E
EBITDA	93.2	93.2	93.2	93.2	93.2
Unlevered Free Cash Flow	53.1	56.0	57.9	57.4	57.2

Declining Historical Trend Case(1)	2017E	2018E	2019E	2020E	2021E
EBITDA	89.9	87.7	85.5	83.4	81.3
Unlevered Free Cash Flow	51.8	53.4	54.1	52.4	51.0

(1) Flat and Declining cases assume new customer sites change at the same rate as the change in revenue. Also assumes working capital metrics (ie. days sales outstanding) are the same as the Management Base Case, and Capex per New Customer Site is the same as the Management Base Case

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Summary of Discounted Cash Flow Analysis

The following table summarizes the results of the DCF analysis under each scenario assuming a discount rate of 12.0% to 14.0% and a terminal EBITDA multiple of 6.0x to 7.0x:

Summary of DCF Approach

	Management								Flat								Declining Historical
(In US$ millions, unless otherwise stated)	Base Case								Stabilizing Case								Trend Case
Assumption	Low				High				Low				High				Low				High
WACC	14.0			%	12.0			%	14.0			%	12.0			%	14.0			%	12.0			%
Terminal EBITDA Multiple	6.0			x	7.0			x	6.0			x	7.0			x	6.0			x	7.0			x
Discounted Cash Flow Analysis
Net Present Value of:
Unlevered Free Cash Flows(1)	215.2				224.5				205.4				213.9				192.8				200.7
Terminal Value	376.6				480.0				290.5				370.3				253.4				323.0
Residual Value of the Tax Shield	20.0				21.5				20.0				21.5				20.0				21.5
Total Enterprise Value	611.8				726.0				515.9				605.7				466.2				545.2
Less : Net Debt(2)	(620.5)								(620.5)								(620.5)
Equity Value	(8.8			)	105.5				(104.6			)	(14.8			)	(154.3			)	(75.3			)
Fully Diluted Shares Outstanding (mm)	187.0								187.0								187.0
Equity Value per Share ($/share)	$	(0.05		)	$	0.56			$	(0.56		)	$	(0.08		)	$	(0.82		)	$	(0.40		)
USD/CAD Exchange Rate(3)	1.3302								1.3302								1.3302
Equity Value per Share (C$/share)	C$		(0.06)		C$		0.75		C$		(0.74)		C$		(0.11)		C$		(1.10)		C$		(0.54)

(1) Based on the sum of unlevered free cash flows from 2017E to 2021E

(2) Total Debt less Cash & Cash Equivalents as at December 31st, 2016

(3) Based on the USD/CAD noon spot rate on April 12, 2017

The scenarios all yielded value ranges that included negative values which suggests there may not be sufficient value in the business to cover all debt obligations. In such cases, the equity value would be nil.

Precedent Transaction Analysis

The Precedent Transaction approach considers transaction multiples in the context of the purchase or sale of a comparable company or asset. The prices paid for similar companies and assets and their implied multiples provide a general measure of relative value.

Origin Merchant identified three comparable precedent transactions, including the purchase of Mood Media’s Latin American operations by Stingray Digital Group Inc., which it deemed comparable on a relative basis for the purposes of establishing valuation ranges for the Existing Common Shares. Transactions older than five years were dismissed to account for the changing market conditions over that span of time. In selecting relevant transactions, factors such as the nature of the business and transaction size were considered, amongst others. Origin Merchant identified a list of transactions for which

K-2-17

information was publicly available. We note that since Mood Media’s Visual segment is non-core, representing approximately 6% of recurring revenue, transactions of primarily visual media companies were excluded.

(in US$ millions, unless otherwise stated)

Select Precedent Transactions

Announce

Transaction

TEV /

Date

Target

Acquirer

Value

Revenue

EBITDA

Description

17-Feb-17

USEN Corporation

U-Next Co.

897.3

1.4

6.2

Music distribution to stores and facilities in Japan

10-Jan-14

Mood Media Lat Am

Stingray

11.4

1.9

5.2

Mood’s Residential Latin American music operations

13-M ay -13

Headland Media

KVH Industries

24.0

2.0

7.3

Custom play lists/ programs, equipment and digital displays

Mean

1.8

6.2

Source: Capital IQ, Equity Research, Public Filings

Origin Merchant considered the multiple of total enterprise value (“TEV”) to last twelve months (‘‘LTM’’) EBITDA to estimate the Fair Market Value of the Existing Common Shares under the precedent transactions approach. TEV is defined as the market value of common equity plus the book value of long-term debt and minority interest minus the book value of cash and cash equivalents.

After reviewing the precedent transactions, Origin Merchant chose a TEV to LTM EBITDA multiple range of 5.2x to 7.3x for the purpose of valuing the Company. The TEV to LTM EBITDA multiple range was applied to the LTM EBITDA of the Company (at December 31, 2016) to arrive at an estimate of TEV for the Company.

Summary of Precedent Transaction Analysis

The following table is a summary of the value of the Existing Common Shares resulting from the comparable precedent transaction analysis:

Precedent Transaction Analysis Summary

(In US$ millions, unless otherwise indicated)	Low				High
2016A EBITDA	93.2				93.2
Assumed LTM EBITDA Multiple Range	5.2			x	7.3			x
Implied Enterprise Value	482.9				680.3
Less : Net Debt(1)	(620.5			)	(620.5			)
Implied Equity Value	(137.6			)	59.8
Fully Diluted Shares Outstanding (mm)	187.0				187.0
Implied Equity Value per Share ($/share)	$	(0.74		)	$	0.32
USD/CAD Exchange Rate(2)	1.3302				1.3302
Implied Equity Value per Share (C$/share)	C$		(0.98)		C$		0.43

(1) Total Debt less Cash & Cash Equivalents as at December 31st, 2016

(2) Based on the USD/CAD noon spot rate on April 12, 2017

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Valuation Summary

The following is a summary of the range of Fair Market Values of the Existing Common Shares resulting from the DCF Analysis and Precedent Transaction Analysis:

	Fair Market Value
	Per Existing Common Share
	Low	High		Weight
Discounted Cash Flow Analysis
Management Base Case	nil	C$	0.75	25	%
Flat Stabilizing Case	nil	nil		25	%
Declining Historical Trend Case	nil	nil		25	%
Precedent Transaction Analysis	nil	C$	0.43	25	%

Valuation Conclusion

Origin Merchant applied an equal weighting (25%) to each of the three financial cases for the DCF approach and the remaining 25% weighting to the Precedent Transaction approach given a meaningful number of precedent transactions in the capital markets to support a market-based approach to value. Based upon and subject to the foregoing and such other factors as we considered relevant, Origin Merchant has determined that the Fair Market Value of the Existing Common Shares as of the date of this Valuation is in the range of nil to C$0.29 per Existing Common Share.

Fairness of the Arrangement

Approach to Fairness

For the purposes of the Opinion, we considered that the Arrangement would be fair, from a financial point of view, to the Minority Shareholders if our analysis indicated that the consideration for the Existing Common Shares under the Arrangement is within the range of market values of the Existing Common Shares under the Valuation.

Approach to Fairness — Factors Considered

In preparing this Opinion, we have relied upon the discussions, documents and materials referred to under “Scope of Review”, reviewed with the Company’s management known, feasible alternative transactions available to the Company, and considered, among other things, the following matters:

i. a comparison of the value of the consideration to the Minority Shareholders under the Arrangement to the range of Fair Market values of the Existing Common Shares under the Valuation;

ii. a review of liquidity of the Existing Common Shares; and

iii. a review of other transaction alternatives available to the Company and such other information, investigations and analysis considered necessary or appropriate in the circumstances.

K-2-19

April 12, 2017

The Board of Directors and the Special Committee

Mood Media Corporation

1703 W Fifth Street, Suite 600

Austin, Texas 78703

To the Board of Directors and the Special Committee:

Origin Merchant Partners (“Origin Merchant”, “we”, “us” or “our”), understands that Mood Media Corporation (the “Company”) is considering a series of transactions (the “Arrangement”) involving, among others, an affiliate of certain funds managed by Apollo Global Management, LLC (“Apollo Sponsor”) and certain funds advised or sub-advised by GSO Capital Partners LP or its affiliates (collectively “GSO Sponsors”, and together with the Apollo Sponsor, the “Sponsors”), some of which will be carried out under the provisions of section 192 of the Canada Business Corporations Act, whereby, among other things (i) the Company will refinance its $235 million first lien credit facility with an up to $300 million first lien credit facility and $15 million first lien revolving credit facility, (ii) the Company will redeem all of the Company’s outstanding common shares (the “Existing Common Shares”) for cash consideration of C$0.17 per Existing Common Share, (iii) the Company will exchange all of its outstanding $350 million aggregate principal amount of 9.25% senior unsecured notes due 2020 (the “Existing Notes”) for new common shares of the Company (the “New Shares”) and $175 million aggregate principal amount of new LIBOR plus 6.0% cash interest (plus 8.0% paid in kind interest) second lien notes of the Company maturing seven years after issue (the “New Notes”) which New Notes will subsequently be repaid with the issuance of $175 million aggregate principal amount of new LIBOR (with a LIBOR floor of 1.0% plus 6.0% cash interest (plus 8.0% paid in kind interest) second lien notes of a wholly-owned subsidiary of the Company maturing seven years after issue (the “Substituted New Notes”), (iv) the Company will cause the outstanding $50 million notes of the Company’s wholly-owned Luxembourg subsidiary, Mood Media Group S.A., to be redeemed, (v) certain funds and accounts managed by Arbiter Partners Capital Management, LLC (“Arbiter”) will re-invest all of their cash proceeds from the redemption of their Existing Common Shares into New Shares and will receive additional New Shares in consideration of agreeing to such re-investment and (vi) the Sponsors will backstop subscriptions for up to $50 million of New Shares, which subscriptions may be made by Existing Noteholders who wish to participate in the same on a pro rata basis (the “Additional Subscriptions”). In connection with the transactions contemplated in (vi), the Sponsors will receive a backstop fee in the amount of an aggregate of 12.5 million New Shares.

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All dollar amounts herein are expressed in U.S. dollars, unless stated otherwise.

Engagement

Origin Merchant was first contacted by the Company’s legal counsel and counsel to the Special Committee, Stikeman Elliott LLP, on March 16, 2017. Origin Merchant was formally engaged by the Special Committee, on behalf of the Board, pursuant to a letter agreement dated March 16, 2017, as amended on March 31, 2017 (the “Engagement Agreement”). The terms of the Engagement Agreement provide for Origin Merchant to render various advisory services to the Special Committee and the Board in connection with the Arrangement. Services to be provided relating to the Arrangement include, among others, the provision to the Special Committee and the Board of (i) this opinion (the “Opinion”), (ii) an opinion with respect to the fairness or non-fairness, as the case may be, from a financial point of view, of the Arrangement to the Existing Shareholders (the “Shareholder Fairness Opinion”), (iii) an opinion with respect to the fairness or non-fairness, as the case may be, from a financial point of view, of the Arrangement to the Company (the “Company Fairness Opinion”), (iv) an opinion pursuant to Industry Canada’s Policy Statement 15.1 — “Policy of the Director Concerning Arrangements Under Section 192 of the Canada Business Corporations Act” (the “CBCA Opinion” and collectively with this Opinion, the Shareholder Fairness Opinion and the Company Fairness Opinion, the “Opinions”) and (v) a formal valuation of the Existing Common Shares.

Credentials of Origin Merchant Partners

Origin Merchant is an independent investment bank, providing a full range of corporate finance, merger and acquisition, financial restructuring and merchant banking services. This Opinion represents the opinion of Origin Merchant and the form and content herein has been approved for release by a committee of its principals, each of whom is experienced in merger, acquisition, divestiture and fairness opinion matters.

Independence of Origin Merchant Partners

Neither Origin Merchant nor any of its affiliates is an insider, associate, or affiliate (as those terms are defined in the Securities Act (Ontario)) of the Company, Arbiter, either of the Sponsors or any of their respective associates, affiliates or subsidiaries (collectively the “Interested Parties”). Origin Merchant is not acting as an advisor to the Company or any Interested Party in connection with any matter, other than acting as advisor to the Special Committee as described herein.

Origin Merchant has not participated in any underwriting involving the Company or any Interested Party during the 24-month period preceding the date Origin Merchant was first contacted in respect of the Opinions. Further, Origin Merchant has not been engaged to provide any financial advisory services involving the Company or any Interested Party.

K-2-22

Origin Merchant does not have a material financial interest in the completion of the Arrangement and the fees paid to Origin Merchant in connection with its engagement do not give Origin Merchant any financial incentive in respect of the conclusions reached in the Opinions or in the outcome of the Arrangement. As an investment bank, Origin Merchant and its affiliates may, in the ordinary course of its business, provide advice to its clients on matters, including matters with respect to the Arrangement, the Company or an Interested Party. There are no understandings, agreements or commitments between Origin Merchant and the Company or any Interested Party with respect to any future financial advisory or investment banking business. Origin Merchant is of the view that it is “independent” (as that term is described in Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) of all Interested Parties.

Scope of Review

In arriving at its Opinions, Origin Merchant has reviewed, analyzed, considered and relied upon (without attempting to independently verify the completeness or accuracy thereof) or carried out, among other things, the following:

1. a draft term sheet regarding the Arrangement structure dated April 8, 2017;

2. draft term sheets regarding the new first lien credit facility and associated warrants dated April 8,

2017 and April 11, 2017, respectively;